Wuxi Dk Electronic Materials Co.Ltd(300842)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Wuxi Dk Electronic Materials Co.Ltd(300842) (hereinafter referred to as “the company”), in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM In accordance with the provisions and requirements of Wuxi Dk Electronic Materials Co.Ltd(300842) articles of association, Wuxi Dk Electronic Materials Co.Ltd(300842) independent director system and other relevant laws, regulations and rules, during my tenure in 2021, I diligently, dutifully and faithfully performed my duties, attended relevant meetings on time, carefully considered various proposals and expressed independent opinions on major issues of the company, We gave full play to the role of independent directors and members of various special committees and effectively safeguarded the interests of the company and shareholders. The report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
In 2021, the meetings of the board of directors and the general meeting of shareholders of the company were convened in accordance with legal procedures. Major business decisions and other major matters were performed in accordance with relevant procedures, which were legal and effective.
1. Attendance at the board of directors:
In 2021, the company held 11 board meetings, and I personally attended 11 board meetings during my tenure. I attended the board of directors of the company on time without being absent or failing to attend the meeting in person for two consecutive times. At the board meeting, I carefully read the proposal, maintained full communication with the company’s management, put forward some reasonable suggestions, exercised the voting right with a cautious attitude, and safeguarded the overall interests of the company and the rights and interests of minority shareholders. I am in favor of all proposals of the board of directors and other matters of the company on the basis of careful review, and I have no objection, objection or waiver.
2. Attendance at the general meeting of shareholders as nonvoting delegates:
In 2021, the company held 5 general meetings of shareholders, and I personally attended 5 general meetings of shareholders.
2、 Independent opinions and prior approval opinions
In 2021, in accordance with relevant laws and regulations and the relevant provisions of the articles of association, I carefully considered various proposals of the board of directors and expressed independent opinions and prior approval opinions on the following major issues:
(I) expression of independent opinions
On January 27, 2021, the company held the 26th meeting of the first board of directors, and I gave my independent opinion on the proposal on the company’s application for comprehensive credit line and acceptance of guarantees and related party transactions from related parties;
On March 26, 2021, the company held the 27th meeting of the first board of directors, and I expressed my independent opinions on the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary and the proposal on the measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan;
On April 23, 2021, the company held the 28th meeting of the first board of directors. I made comments on the proposal on the company’s profit distribution plan in 2020, the proposal on the company’s special report on the storage and use of raised funds in 2020, and the proposal on the company’s self-evaluation report on internal control in 2020 The proposal on renewing the appointment of the accounting firm in 2021 and the proposal on the change of accounting policies have issued agreed independent opinions; Expressed independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties in 2020, the company’s external guarantees, and the remuneration and allowance scheme for directors and senior managers in 2021;
On May 11, 2021, the company held the 29th meeting of the first board of directors, and I gave an independent opinion on the proposal on granting restricted shares to the incentive objects of the company’s 2021 restricted stock incentive plan;
On June 10, 2021, the company held the 30th meeting of the first board of directors, and I expressed my independent opinions on the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the second board of directors and the proposal on the general election of the board of directors and the nomination of candidates for independent directors of the second board of directors;
On June 29, 2021, the company held the first meeting of the second board of directors, and I gave an independent opinion on the appointment of senior managers of the company;
I agreed to hold the second meeting of the board of directors on the issue of supporting assets of the company on July 15, 2021, and issued opinions on the second meeting of the board of directors on the issue of supporting assets of the company;
On August 4, 2021, the company held the third meeting of the second board of directors, and I gave my independent opinions on the proposal on the prediction of daily connected transactions in 2021 and the proposal on the use of some idle raised funds for cash management;
On August 26, 2021, the company held the fourth meeting of the second board of directors. I expressed my independent opinions on the occupation of funds by the controlling shareholders and other related parties and the external guarantee of the company in the half year of 2021; Expressed independent opinions on the proposal on the special report on the deposit and use of the company’s raised funds in the half year of 2021;
On December 30, 2021, the company held the sixth meeting of the second board of directors, and I expressed my independent opinions on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions; The company expressed its opinion on the premise of fair valuation, the rationality of valuation method and the independence of valuation method.
(II) conditions of giving prior approval opinions
On January 27, 2021, the company held the 26th meeting of the first board of directors, and I gave an independent opinion approved in advance on the proposal on the company’s application for comprehensive credit line and acceptance of guarantees and related party transactions from related parties;
On April 23, 2021, the company held the 28th meeting of the first board of directors, and I gave an independent opinion approved in advance on the proposal on renewing the appointment of accounting firm in 2021;
On July 15, 2021, the company held the second meeting of the second session of the board of directors, and I gave an independent opinion approved in advance on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions;
On August 4, 2021, the company held the third meeting of the second board of directors, and I gave an independent opinion approved in advance on the proposal on the prediction of daily connected transactions in 2021;
On December 30, 2021, the company held the sixth meeting of the second board of directors, and I expressed my independent opinion approved in advance on Wuxi Dk Electronic Materials Co.Ltd(300842) issuing shares to purchase assets and raising supporting funds and related party transactions.
3、 Work of each committee of the board of directors
In order to actively promote the work of the professional committee of the board of directors and strengthen its professional functions. The board of directors of the company has an audit committee, a remuneration and assessment committee, a strategy committee and a nomination committee. As the chairman of the remuneration and assessment committee of the board of directors, the member of the audit committee of the board of directors and the member of the nomination committee of the board of directors, I will mainly perform the following duties in 2021:
As the chairman of the remuneration and appraisal committee of the board of directors of the company, I actively perform the duties of the committee members in accordance with the working system of independent directors, the working rules of the remuneration and appraisal committee of the board of directors and other relevant systems, and evaluate and assess the remuneration of directors and senior managers in accordance with the company’s performance evaluation standards; Studied the company’s salary policies and plans, discussed and reviewed the company’s 2021 restricted stock incentive plan (Draft) and the assessment management measures for the implementation of the incentive plan, and earnestly fulfilled the responsibilities and obligations of the members of the salary and assessment committee.
As a member of the audit committee of the board of directors, I participated in six meetings of the audit committee of the board of directors in 2021. I actively participated in the daily work of the audit committee and deliberated on the company’s periodic report, internal audit, major asset restructuring, use of raised funds and other related matters, Supervised the establishment and implementation of the company’s financial situation and internal control system, and performed the duties of members of the audit committee. As a member of the nomination committee of the board of directors, I urged the nomination committee to review the qualifications of the company’s senior managers in 2021, reviewed and passed the company’s nomination of the proposed senior managers, and actively promoted the sustained and rapid development of the company and the construction of the core team.
4、 On site investigation of the company
In 2021, I made full use of attending the meetings of the board of directors, the general meeting of shareholders and the special committee of the board of directors to focus on understanding the company’s operation, financial status, business development and other related matters. The covid-19 epidemic had a certain impact on my on-site participation in meetings and on-site investigation. The company flexibly adopted the method of on-site communication meeting to organize and hold the board of directors and general meeting of shareholders. I also learned the daily operation of the company in time through communication and combined with my own professional knowledge and experience, Put forward professional judgment and constructive opinions for the company’s business decision-making and standardized operation, and maintain good communication with the company’s management. At the same time, the company’s management attaches great importance to communication with us, actively reports the progress of major matters related to the company’s production and operation, solicits our professional opinions, timely implements our suggestions, and provides necessary cooperation and support for our performance of duties.
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the management measures for information disclosure of listed companies; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure.
2. Perform the duties of independent directors in accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations; Carefully reviewed the proposals submitted to the board of directors for deliberation, independently, objectively and prudently expressed independent opinions and exercised voting rights on the basis of full understanding, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the legitimate rights and interests of the company and shareholders.
3. Carefully study the latest laws, regulations and various rules and regulations, deepen the understanding and understanding of relevant laws and regulations such as regulating the corporate governance structure of the company and protecting the rights and interests of the public shareholders, actively participate in relevant training organized in various ways, have a more comprehensive understanding of various systems of the management of listed companies, and continuously improve their ability to perform their duties, Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
6、 Other work
1. There is no proposal to convene the board of directors;
2. There is no proposal to convene an extraordinary general meeting of shareholders;
3. There is no proposal to independently employ an external audit institution or dismiss an accounting firm;
As an independent director of the company, I actively and effectively performed the duties of an independent director in 2021, required the company to provide relevant information in advance for major matters decided by the board of directors, insisted on careful review in advance, exercised the voting right independently, prudently and objectively, and effectively safeguarded the legitimate rights and interests of the company and shareholders. In 2022, in the spirit of honesty and diligence, I will continue to seriously study laws, regulations and relevant provisions, combine my professional advantages, faithfully perform the obligations of independent directors and promote the standardized operation of the company. Strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, give full play to the role of independent directors, use professional knowledge and experience to provide more constructive suggestions for the development of the company, enhance the decision-making ability and leadership level of the company’s board of directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Tang Jianrong March 8, 2022
