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 of the board of directors, expressed independent opinions on relevant matters of the company, and effectively safeguarded the interests of the company and shareholders. The company completed the general election of the board of directors on June 29, 2021. Due to the expiration of my term of office, I no longer hold the position of independent director and special committee of the board of directors. The report on my performance of duties as an independent director during my tenure in 2021 is as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
During my term of office in 2021, the convening of the board meeting and the general meeting of shareholders of the company complied with the legal procedures, and the relevant procedures for major business decisions and other major matters were performed in accordance with the relevant provisions, which was legal and effective. 1. Attendance at the board of directors:
During my term of office in 2021, the company held 5 meetings of the board of directors, and I personally attended 5 meetings of the board of directors during my term of office. 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:
During my term of office in 2021, the company held 4 general meetings of shareholders, and I personally attended 4 general meetings of shareholders.
2、 Independent opinions and prior approval opinions
During my term of office 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. 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.
(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.
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. During my tenure in 2021, I served as a member of the remuneration and assessment committee of the board of directors, mainly performing the following duties:
As a member of the remuneration and assessment committee of the board of directors of the company, I actively participated in the daily work of the remuneration and assessment committee, and evaluated and assessed the remuneration of directors and senior managers according to 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.
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;
The above is my report on my performance during the period of serving as an independent director in 2021. My term of office as an independent director of the first board of directors of the company has expired and I will no longer serve as an independent director of the company since June 29, 2021. I would like to thank all shareholders, the company’s management and relevant personnel for their active cooperation in my performance of duties, and wish the company greater development in the future.
Independent director: Ma Zhongfa March 8, 2022
