3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd
Report on the work of independent directors in 2021
In 2021, as an independent director of 3Peak Incorporated(688536) microelectronics technology (Suzhou) Co., Ltd. (hereinafter referred to as ” 3Peak Incorporated(688536) ” or “the company”), in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the Securities Law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the governance standards of listed companies According to the normative requirements of laws, regulations and relevant rules and regulations such as the rules for independent directors of listed companies, the articles of association and the working system for independent directors of the company, actively participate in the meetings of the general meeting of shareholders, the board of directors and various special committees of the company, perform their duties diligently, carefully consider various proposals, give full play to their professional expertise, and put forward reasonable suggestions for the operation and development of the company. By expressing prudent and objective independent opinions on the major issues considered by the board of directors, we can provide strong support for the scientific decision-making of the board of directors, promote the steady, standardized and sustainable development of the company, and effectively safeguard the legitimate interests of the company and minority shareholders. Now we report our work in 2021 as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Hong Zhiliang, male, born in 1946 in China, without permanent residency abroad, holds a bachelor’s degree from China University of science and technology and a doctor’s degree from Zurich Institute of technology, Switzerland. From July 1970 to June 1980, he worked as a lecturer in Shenyang University of technology. From July 1980 to June 1985, he studied at the Higher Institute of technology in Zurich, Switzerland. From July 1985 to December 1987, he worked as a postdoctoral at Fudan University. From February 1989 to May 1989, he worked as an associate researcher at the University of California, Berkeley. From March 1993 to August 1994, he worked as a professor at the University of Hanover. From January 1988 to now, he has worked as a professor in Fudan University. From November 2016 to now, he has served as Sino Wealth Electronic Ltd(300327) independent director; From December 2019 to now, he has served as Infotmic Co.Ltd(000670) independent director; From May 2020 to now, he has served as Shanghai Bright Power Semiconductor Co.Ltd(688368) independent director; Since August 2020, he has served as an independent director of Suzhou nano core Microelectronics Co., Ltd. From December 2019 to now, he has served as 3Peak Incorporated(688536) independent director, member of the nomination committee of the board of directors (convener) and member of the strategy committee of the board of directors. Luo Yan, female, born in 1983, Chinese nationality, has the right of permanent residence in Hong Kong, China, Bachelor of Shanghai University of Finance and economics and doctor of the University of Hong Kong. From September 2010 to now, he has worked in the Department of Finance and finance, School of management, Fudan University, as an assistant professor, associate professor and professor. From March 2016 to now, he has served as the supervisor of Shanghai ruolong Investment Management Co., Ltd; From July 2021 to now, he has served as Shanghai Ceo Environmental Protection Technology Co.Ltd(688335) independent director; From July 2021 to now, he has served as an independent director of Xinjiang Hongshan Fund Management Co., Ltd; From December 2021 to now, he has served as an independent director of Shanghai Shangmei Cosmetics Co., Ltd. From December 2019 to now, he has served as 3Peak Incorporated(688536) independent director, member of the audit committee of the board of directors (convener), and member of the remuneration and assessment committee of the board of directors (convener).
Yuan Xiuting, male, born in 1973, Chinese nationality, without permanent residency abroad, Bachelor of Nanjing University of technology, master and doctor of Peking University. From August 1994 to February 1997, he worked as a technician and assistant engineer in Chengdu silicone research center of the Ministry of chemical industry. From August 2003 to April 2012, he worked as clerk, assistant judge and judge of Shanghai Second Intermediate People’s court. From May 2012 to now, he has served as an associate professor and professor of the Law School of Tongji University. From October 2019 to now, he has served as the executive director of Shanghai Shuxing Enterprise Management Consulting Co., Ltd. From December 2019 to January 2022, he served as 3Peak Incorporated(688536) independent director and member of the audit, nomination, remuneration and assessment committee of the board of directors.
(II) description of independence
As an independent director of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, and do not work in the company’s affiliated enterprises; No financial, legal, consulting and other services are provided for the company or its subsidiaries. We have the independence required by the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors of the company issued by the China Securities Regulatory Commission and the qualifications for serving as independent directors of the company. In the process of performing our duties, we can ensure objective and independent professional judgment, safeguard the interests of all shareholders, especially small and medium-sized investors, and there is no situation affecting our independence. 2、 Annual performance of independent directors
(I) attendance at the meeting
During the reporting period, the company held 9 meetings of the board of directors and 2 meetings of shareholders. We attended the meeting as independent directors as follows:
Attendance at the board of directors and shareholders’ meeting
Are directors absent for two consecutive years
Names of the directors who should attend the board meeting in person and who did not attend the shareholders’ meeting in person the next time
Number of board meetings number of seats plus number of board meetings
Hong Zhiliang 9 9 0 0 0 No 2
Luo Yan 9 9 0 0 0 No 2
Yuan Xiuting 9 9 0 0 0 No 2
In addition, during the reporting period, the company held 11 meetings of the special committee of the board of directors, as follows: 1 meeting of the strategy committee, 4 meetings of the audit committee, 3 meetings of the nomination committee and 3 meetings of the remuneration and assessment committee. As members of the special committees of the board of directors, we attended the meetings of relevant special committees as required.
During the reporting period, we gave full play to our respective professional roles in a diligent and responsible manner based on the principle of prudence and objectivity. Before the meetings of the board of directors and various special committees are held, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we fully discussed with other directors on the matters under consideration, put forward reasonable suggestions to the company based on our accumulated professional knowledge and practice experience, and issued relevant written opinions according to the scope of responsibilities of independent directors and special committees, so as to actively promote the objectivity and scientificity of the decision-making of the board of directors, Effectively safeguard the interests of the company and all shareholders. During the reporting period, we voted in favour of all proposals of the board of directors in 2021; All proposals considered by the board of directors in 2021 were voted through.
(II) on site investigation and cooperation with the company
During the reporting period, we made full use of the opportunity of attending the on-site meetings of the board of directors and the general meeting of shareholders to conduct on-site visits to the company. In addition, we maintained close contact with other directors, senior executives and relevant staff of the company through talks, telephone and e-mail, so as to master the operation and standardized operation of the company, and fully understand the management, financial status Major issues such as equity incentive, raising funds and increasing project implementation subjects, pay attention to the impact of external environment and market changes on the company, and promote the improvement of the company’s management level.
The management of the company attaches great importance to the communication with us, timely reports the progress of the company’s production and operation and major matters, solicits opinions and listens to suggestions, and can timely implement and correct the problems raised by us, which provides necessary conditions and support for us to perform our duties better.
3、 Key issues of independent directors’ performance in 2021
During the reporting period, in accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the company’s working system for independent directors and other relevant provisions, we focused on the review of the company’s related party transactions, the deposit and use of raised funds, the 2021 restricted stock incentive plan and other matters, From the perspective of being conducive to the sustainable operation and long-term development of the company and safeguarding the interests of shareholders, he expressed objective and impartial independent opinions, which played an important role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, the company did not commit any violation of related party transactions.
We have expressed independent opinions on the proposal on foreign investment and related party transactions considered at the 17th meeting of the second board of directors of the company. We believe that this related party transaction meets the strategic planning and business development needs of the company; When considering the proposal, the related directors have avoided voting, and the convening, convening and resolution procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of Association; The pricing of this transaction follows the principles of voluntariness, fairness and rationality. The pricing is fair, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders and non affiliated shareholders. There is no damage to the interests of the company’s shareholders or loss of the company’s assets due to affiliated transactions. (II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and no funds were occupied by major shareholders and related parties.
(III) use of raised funds
During the reporting period, We have reviewed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2020, the proposal on increasing the implementation subject and location of the projects invested by the raised funds and injecting the raised funds into the wholly-owned subsidiary to implement the projects invested by the raised funds, and the proposal on the special report on the deposit and actual use of the raised funds in the half year of 2021 The proposal on the company’s use of some idle raised funds for cash management and other proposals have been understood and verified, It is considered that the use of the above raised funds complies with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange, No. 1 – standardized operation, the articles of association and the company’s management system for raised funds According to the provisions of laws, regulations and normative documents, the above matters will not affect the normal implementation of the investment projects with raised funds, and there is no situation of changing the investment direction of raised funds in a disguised form and damaging the interests of shareholders of the company. We have expressed our independent opinion on this.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
During the reporting period, we reviewed the remuneration (allowance) plan of the company’s directors and senior managers in 2020 and the remuneration (allowance) plan of 2021 and expressed independent opinions. We believe that the company’s assessment of directors and senior managers in 2020 is fair and impartial and in line with the actual situation; The 2021 annual remuneration (allowance) plan for directors and senior managers proposed by the company is formulated by the company according to the remuneration level of the industry and region and in combination with the actual situation of the company, which is conducive to the long-term development of the company, helps to ensure the realization of the company’s strategic objectives and does not harm the interests of the company and shareholders.
During the reporting period, we considered the proposal on appointing Mr. Wu Jiangang and Mr. Leng Aiguo as deputy general managers, and expressed our independent opinions after carefully checking the relevant nomination and voting procedures and whether the nominees meet the qualifications of senior managers; After careful verification, we have expressed our agreed independent opinions on the proposals related to the general election of the board of directors and the nomination of candidates for directors of the third board of directors.
(VI) performance forecast and performance express
During the reporting period, the company timely fulfilled the disclosure obligations of 2020 annual performance forecast and 2020 annual performance express in accordance with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange. We also carefully considered the performance forecast and performance express, focusing on the authenticity, accuracy and integrity of the report, It is considered to comply with the relevant provisions of laws, regulations and normative documents.
(VII) appointment or replacement of accounting firms
During the reporting period, we expressed independent opinions on the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2021. We believe that PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership), as the company’s audit institution in 2020, can perform its duties during the employment period and issue audit reports for the company objectively and fairly in accordance with independent audit standards; It is agreed that the company will appoint PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial and internal control audit organization in 2021, which is conducive to maintaining the consistency and continuity of financial audit work, the preparation and implementation of internal control audit work in 2021, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. (VIII) cash dividends and other investor returns
During the reporting period, we expressed our independent opinions on the company’s 2020 annual profit distribution plan. After verification, we believe that the 2020 annual profit distribution plan is in line with the objective situation and actual needs of the company, is conducive to meeting the needs of the company’s sustainable development and capital liquidity, and ensures the long-term development of the company. There is no damage to the interests of minority shareholders, and is in line with the provisions of laws, regulations and the articles of association.
(IX) equity incentives
During the reporting period, the company reviewed the grant price adjustment of the 2020 restricted stock incentive plan, the implementation of the reserved part of the restricted stock grant, and the ownership of the first phase of the first grant. We believe that the implementation of the equity incentive plan has fulfilled the necessary approval procedures, in line with the provisions of laws and regulations, which is conducive to further improving the corporate governance structure and establishing Improve the incentive and restraint mechanism of the company and enhance the sense of responsibility and mission of the management team and business backbone of the company to realize the sustainable and healthy development of the company, which is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
During the reporting period, the company launched the restricted stock incentive plan for 2021, and we checked the relevant proposals. We believe that the company’s restricted stock incentive plan for 2021 is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders, We unanimously agree that the company will implement the restricted stock incentive plan in 2021.
(x) performance of commitments of the company and shareholders
During the reporting period, we continued to pay attention to the performance of the company, directors, supervisors and shareholders’ commitments since the company’s initial public offering and listing. Up to now, the company, directors, supervisors and shareholders have strictly fulfilled their commitments, and there is no violation or failure to fulfill their commitments on time.
（11） Implementation of information disclosure
During the reporting period, we continued to pay attention to the information disclosure of the company and the company was strict
