Shenzhen Huaqiang Industry Co.Ltd(000062)
2021 annual report of independent directors
According to the articles of association and relevant provisions, the 2021 annual work report of Shenzhen Huaqiang Industry Co.Ltd(000062) (hereinafter referred to as “the company” or ” Shenzhen Huaqiang Industry Co.Ltd(000062) “) independent directors is as follows:
This year, in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and systems, and in order to safeguard the interests of all shareholders and the company, we were able to perform our duties in good faith and with due diligence, and actively participated in the operation of the board of directors.
1、 Attendance at meetings
Attendance of independent directors at the board of directors
The number of times the independent director should attend the meeting according to the status of the independent director. The number of times the independent director attends the meeting by means of on-site communication. The number of times the independent director is absent from the meeting. The number of times the independent director attends the meeting
Zhou Shengming is currently 20 3 17 00
Yao Jiayong is currently 20 3 17 00
Deng Lei is currently 20 3 17 00
Number of independent directors attending the general meeting of shareholders 2
Our attendance at the board of directors during the reporting period is as follows: in 2021, the company held 20 board meetings. In the process of performing our duties, we attended every board meeting, and each time we attended the board meeting, we carefully considered various proposals put forward by the board of directors and deliberated and voted on the matters listed by the board of directors (including communication voting). For any matter that needs to be decided by the board of directors, the company has notified us in advance and provided relevant materials, and regularly informed the company’s operation, so that we can enjoy the same right to know as other directors. The convening and holding of the board of directors and the general meeting of shareholders of the company in 2021 comply with legal procedures, and major business decisions and other major matters comply with relevant procedures, which are legal and effective. Therefore, we have no objection to the proposals of the board of directors and other matters of the company in 2021.
In 2021, we attended the shareholders’ meeting on time and listened to the opinions and suggestions put forward by on-site shareholders, so as to better perform our duties and promote the standardized operation of the company; Through on-the-spot investigation, we have an in-depth understanding of the company’s production and operation, financial operation and internal control system construction, give full play to the advantages of professional knowledge and work experience in finance and management, and put forward constructive opinions and suggestions for the company’s strategic development, internal control and standardized operation, It has played a positive role in continuously improving the scientific decision-making level of the board of directors.
2、 Giving prior approval opinions and independent opinions
In 2021, our independent directors gave prior approval opinions and independent opinions on major matters such as the company’s related party transactions, spin off of subsidiaries, listing of derivatives investment and so on from the perspective of being conducive to the company’s sustainable operation and long-term development and safeguarding the company’s interests, especially the legitimate rights and interests of minority shareholders. Our prior approval opinions and independent opinions mainly include:
1. On January 29, 2021, we issued prior approval opinions and independent opinions on the company’s daily related party transactions in 2021, and issued special verification opinions on the fact that the total amount of the company’s daily related party transactions in 2020 is more than 20% lower than the expected total amount. Since the company has daily related party transactions with other companies in which Deng Lei, an independent director, is an independent director, Deng Lei avoided participating in the publication of the above opinions.
2. On March 9, 2021, we issued prior approval opinions and independent opinions on matters related to the company’s renewal of the 2021 audit institution and the spin off of its subsidiary Shenzhen Huaqiang Industry Co.Ltd(000062) electronic network Group Co., Ltd. to the listing on the gem; Expressed independent opinions on the company’s 2020 profit distribution plan, the company’s 2020 internal control evaluation report, the company and its holding subsidiaries’ use of their own idle funds to purchase bank financial products, the company’s 20212023 shareholder dividend return plan, the general election of the company’s board of directors, changes in accounting policies and other related matters; Special explanations and independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties (there was no illegal occupation of the company’s funds by the controlling shareholders and other related parties in 2020), the company’s external guarantee, the company’s purchase of financial products in 2020, and matters related to the company’s handling of deposit and loan business in Shenzhen Huaqiang Industry Co.Ltd(000062) Group Finance Co., Ltd.
3. On March 30, 2021, we expressed independent opinions on matters related to the employment of senior managers by the company.
4. On July 2, 2021, we issued prior approval opinions and independent opinions on matters related to the provision of financial services for the company by Shenzhen Huaqiang Industry Co.Ltd(000062) Group Finance Co., Ltd.
5. On August 24, 2021, we issued special instructions and independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties (there was no illegal occupation of the company’s funds by the controlling shareholders and other related parties in the first half of 2021), the company’s external guarantee, and matters related to the company’s handling of deposit and loan business in Shenzhen Huaqiang Industry Co.Ltd(000062) Group Finance Co., Ltd.
6. On December 1, 2021, we expressed independent opinions on matters related to the derivatives investment business of the company and its holding subsidiaries.
3、 Work done in 2021 annual audit
During the annual audit in 2021, our independent directors performed the responsibilities and obligations of independent directors in strict accordance with the provisions of the company’s working system for independent directors and in the process of annual report preparation and disclosure. Before the disclosure of the annual report, we maintained timely and effective communication with the company’s management and external auditors, listened to the report of the company’s management on the progress of the company’s production and operation and major events, and listened to the overall arrangement of the auditor for the company’s financial report audit and internal control audit; We carefully review the annual audit work plan, study the documents required by the securities regulatory authorities to do a good job in the annual report and other relevant materials. Through the arrangement of the company, we went to the company and its subsidiaries for on-site investigation to deeply understand the operation of the company; Through telephone communication and individual meeting with auditors, we have a detailed understanding of the audit progress and urge auditors to work in strict accordance with the arrangement of the audit plan. After obtaining the first draft of the audit, we conducted on-site communication with the auditors on the key contents in the audit process. At the annual board meeting in 2021, we unanimously reviewed and approved the work report of the board of directors in 2021, the full text and summary of the annual report in 2021, the final financial statement report in 2021, the profit distribution plan in 2021, the internal control evaluation report in 2021, and the report on investor protection in 2021 Special instructions on purchasing bank financial products in 2021, continuous risk assessment report on handling deposit and loan business in Shenzhen Huaqiang Industry Co.Ltd(000062) Group Finance Co., Ltd., proposal on Amending the articles of association, proposal on formulating entrusted financial management system The proposal on the company and its holding subsidiaries using their own idle funds for entrusted financial management, the proposal on the salary payment standard for non independent directors of the board of directors, the proposal on the renewal of the appointment of accounting firms, the proposal on convening the 2021 annual general meeting of shareholders, etc; And issued prior approval opinions and independent opinions on the company’s renewal of the accounting firm; Expressed independent opinions on the company’s profit distribution plan in 2021, the company’s internal control evaluation report in 2021, the company and its holding subsidiaries’ entrusted financial management with their own idle funds, and the salary payment standard of non independent directors of the board of directors; Special explanations and independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties (there was no illegal occupation of the company’s funds by the controlling shareholders and other related parties in 2021), the company’s external guarantee, the company’s purchase of bank financial products in 2021, and the company’s handling of deposit and loan business in Shenzhen Huaqiang Industry Co.Ltd(000062) Group Finance Co., Ltd.
About the profit distribution plan for 2021: we believe that the profit distribution plan not only fully considers the interests of shareholders, but also conforms to the current actual situation of the company, is conducive to the sustainable and stable development of the company, and is in line with the company’s cash dividend policy and the company’s shareholder dividend return plan for 20212023. We agree with the profit distribution plan of the board of directors and submit it to the general meeting of shareholders for deliberation.
4、 On site inspection, work done in protecting investors’ rights and interests and other matters
1. We continue to pay attention to the important information disclosed by the company in the media and on the Internet, and timely grasp the information disclosure of the company. At the same time, we also pay close attention to the media reports on the company and consult the company and relevant personnel when necessary. Urge the company to comply with the requirements of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the administrative measures for information disclosure of listed companies, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure. 2. Effectively perform the duties of independent directors, carefully consult relevant documents and materials, ask relevant departments and personnel, consult relevant account books and meeting minutes of the company for each proposal submitted to the board of directors for deliberation, use their own professional knowledge to exercise their voting rights independently, objectively and impartially, and serve shareholders cautiously, faithfully and diligently. 3. In depth understanding of the company. We took advantage of the opportunity to attend the company’s meeting and other time to conduct on-site investigation on the company’s enterprises, the company’s electronic professional market located in Huaqiang North Road, Shenzhen and Huaqiang Plaza Hotel. At the same time, keep close contact with other directors, senior managers and staff of the office of the board of directors through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, and timely put forward opinions and suggestions on operation to the company in combination with the current economic situation.
4. Their own learning. In 2021, we carefully studied relevant laws, regulations and systems, actively participated in relevant training organized by securities regulators, and focused on the management of the company’s inside information and the company’s further implementation of internal control.
5. Other matters: during the reporting period, there was no independent director’s proposal to hold a meeting of the board of directors, no independent director’s proposal to hire or dismiss an accounting firm, and no independent director’s employment of external audit institutions and consulting institutions.
In 2022, we will continue to perform the duties and obligations of independent directors, carefully study and implement the company law, the governance standards for listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the basic norms of enterprise internal control and other laws and regulations, as well as the relevant provisions of the articles of association, so as to better safeguard the overall interests of the company, Protect the legitimate rights and interests of all shareholders, especially minority shareholders, from infringement and live up to the trust of shareholders.
Shenzhen Huaqiang Industry Co.Ltd(000062) since its establishment, it has cultivated the electronic industry for a long time, adhered to the concept of long-term, stable and sustainable industrial development, guided by the scientific medium and long-term development strategy, continued and firmly extended and expanded along the electronic industry chain according to the established strategy, and promoted the company to successfully realize many strategic transformations and industrial upgrading. At present, Shenzhen Huaqiang Industry Co.Ltd(000062) has built the largest comprehensive electronic component trading service platform in China. The company is not only the largest authorized distribution enterprise of multi category electronic components in China (Huaqiang semiconductor group), but also has the largest physical professional market of electronic components in China and even the world (Huaqiang electronic world), And the Internet platform of electronic components industry (Huaqiang electronic network group). In the future, the company will be based on the high-end service industry of the electronic information industry and provide the electronic information industry with full chain and all-round services covering products, transactions, technology, information, data and innovation and entrepreneurship, so as to build rich and unique industrial functions and values, and gradually extend and expand to the upstream and downstream of the industrial chain, Determined to become a leader in the high-end service industry of the electronic information industry and a virtual or entity IDM group with a complete industrial chain of electronic component design, manufacturing and sales. We recognize the efforts made by the company in the process of transformation.
Finally, we would like to express our heartfelt thanks to the company for its strong support and active cooperation in our work in 2021.
Independent director: Zhou Shengming, Yao Jiayong, Deng Lei
March 9, 2022
