Tianma Microelectronics Co.Ltd(000050)
Report on the work of independent directors in 2021 (Wang Susheng)
Tianma Microelectronics Co.Ltd(000050) all shareholders:
As an independent director of Tianma Microelectronics Co.Ltd(000050) (hereinafter referred to as “the company”), I diligently fulfilled the legal responsibilities and obligations of independent directors and actively attended relevant meetings in 2021 in strict accordance with the provisions and requirements of the company law, the securities law, the articles of association, the working system of independent directors and other relevant laws and regulations and the company’s rules and regulations, Put forward reasonable suggestions on the company’s business development and operation management, and played an independent supervision role to safeguard 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, general meeting of shareholders and special committees
In 2021, I faithfully, diligently and conscientiously performed my duties as an independent director and actively attended the meetings of the board of directors, the general meeting of shareholders and special committees of the company. The details of attending the board of directors and the general meeting of shareholders are as follows:
The directors who should attend the board meeting on the spot, the directors who participate in the entrustment to attend the board meeting by means of communication, whether the absent directors have attended the shareholders’ meeting twice in a row, the number of meetings plus the number of meetings of the board of directors, the number of meetings and the number of meetings without attending the board meeting in person
13 1 2 0 0 0 0 No 4
The details of attending the meetings of the special committee are as follows:
The special committee shall attend the meeting. The special committee shall attend the meeting in person. Is the absence entrusted to attend the meeting twice in a row? The number of times of not attending the meeting in person audit committee 6600 no
Strategy Committee 2 0 0 0 no
Nomination and Remuneration Committee 6 6 0 0 0 no
2、 Performance of duties
1. Act diligently with reasonable prudence and express clear opinions on the matters discussed
As an independent director, I have deeply understood and carefully studied the proposals to be submitted to the board of directors and the special committee of the board of directors for deliberation, actively participated in the discussion and put forward reasonable suggestions by using my own professional knowledge, and on this basis, I have independently, objectively and prudently expressed independent opinions on the company’s public issuance of corporate bonds, related party transactions and other important matters, Performed the supervision function.
In my opinion, the company’s major business decisions in 2021 have strictly followed the relevant procedures, the board of directors and special committees convened by the company are legal and effective, have not raised any objection to the proposals considered by the company’s previous board meetings in 2021, and have expressed relevant opinions on matters requiring prior approval or independent opinions of independent directors.
2. On site investigation and inspection of the company
In 2021, I took advantage of the opportunity to attend the meeting on site and other time to visit the company on site, focusing on the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors. Keep abreast of the company’s production and operation and the progress of major issues in a timely manner through regular reports, interim announcements, board meeting materials and other forms, and maintain close contact with the company’s directors, supervisors, senior managers and other relevant personnel through telephone, e-mail and other means to pay attention to the impact of industry situation and external market changes on the company’s operation, Combined with their own professional knowledge and experience, they put forward suggestions on the relevant work of the company and fulfilled the duties of independent directors.
3、 Giving prior approval opinions and independent opinions
In 2021, the convening and convening of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the relevant procedures were performed for major business decision-making and other major matters, which were legal and effective. I did not raise any objection to the proposals considered at the previous meetings of the board of directors, and expressed relevant opinions on the matters requiring the prior approval opinions or independent opinions of the independent directors:
Time and item number of comments
1. On February 9, 2021, the independent opinion on the nomination of director candidates was agreed. 2. The prior approval opinion on the prediction of daily connected transactions in 2021 was agreed. 3. The prior approval opinion on the appointment of an accounting firm in 2021 was agreed. 4. The controlling shareholder Special instructions and independent opinions on the occupation of the company’s funds by the company and other related parties and the company’s consent to external insurance
5. Independent opinion on the change of accounting policies 6. Independent opinion on the profit distribution plan in 2020 on March 11, 2021 7. Independent opinion on the internal control evaluation report in 2020 8. Chairman of the board in 2020 Independent opinions on remuneration 9 independent opinions on the remuneration of senior managers in 2020 agree 10 special opinions on the large difference between the actual amount and the estimated amount of daily connected transactions in 2020
11 independent opinions on the prediction of daily connected transactions in 202112 independent opinions on the business of foreign exchange derivatives 13 independent opinions on the special report on the deposit and use of raised funds in 2020
14. Independent opinions on the continuous risk assessment report of AVIC Finance Co., Ltd
15. Independent opinion on the appointment of an accounting firm in 202116. Independent opinion on the issuance of ultra short-term financing bonds by the company 16. Independent opinion on the issuance of corporate bonds by the company on public shelves on June 7, 202117
18 independent opinion on the resignation of the chairman of the board of directors on June 25, 202119
20. Special explanation and independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties and the company’s external guarantee agreement on August 24, 2021
21. Independent opinions on the continuous risk assessment report of AVIC Finance Co., Ltd
22. Opinions on the prior approval of the wholly-owned subsidiary Xiamen Tianma pledge associate Tianma display technology for the equity and related party transactions on October 27, 2021
23. Independent opinions on equity and related party transactions agreed by Tianma display technology, a wholly-owned subsidiary Xiamen Tianma pledge Associate
24 on November 9, 2021, the independent opinion on the appointment of the company’s deputy general manager agreed 25 on November 12, 2021, the independent opinion on the nomination of director candidates agreed 26 on the resignation of the general manager agreed 27 on the nomination of director candidates The independent opinion on the selection agreed to the independent opinion on the appointment of senior managers on December 30, 202128
29. Independent opinions on conducting foreign exchange derivatives trading business
The specific contents of prior approval opinions and independent opinions are as follows:
1. On February 9, 2021, at the 18th meeting of the ninth board of directors, the company jointly expressed independent opinions on the nomination of director candidates as follows:
(1) The nomination and voting procedures of director candidates Mr. Zhang Zhibiao and Mr. Xiao Yi comply with the relevant provisions of the company law, the articles of association and other laws and regulations, and are legal and effective.
(2) After reviewing the personal resumes of director candidates Mr. Zhang Zhibiao and Mr. Xiao Yi, it is found that there are no circumstances in which the company law and the articles of association stipulate that they are not allowed to serve as directors of listed companies, and the circumstances in which they are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted, and they have the work experience required to perform their duties as directors.
Therefore, we agree to nominate Mr. Zhang Zhibiao and Mr. Xiao Yi as candidates for the 9th board of directors of the company and submit them to the general meeting of shareholders for election.
2. On March 11, 2021, the company jointly issued the following prior approval opinions on the company’s daily related party transactions in 2021:
The transactions between the company and its subsidiaries and related parties can make full use of the industrial advantages of related parties, which is conducive to resource integration, promote professional management, give play to synergy and maximize efficiency. The transaction price of related party transactions is determined by reference to the market price of similar transactions. The price is fair and reasonable, and there is no damage to the interests of all shareholders, especially small and medium-sized shareholders. All related party transactions of the company have no impact on the independence of the company, and the company’s business will not rely on or be controlled by related parties due to such transactions.
Therefore, we agree with the company’s proposal on the prediction of daily connected transactions in 2021 and agree to submit the proposal to the 19th meeting of the ninth board of directors for deliberation.
The matter belongs to related party transactions. When the board of directors of the company deliberates the above proposal, the related directors shall withdraw from voting according to the regulations.
3. On March 11, 2021, the company jointly issued the following prior approval opinions on the appointment of accounting firms in 2021:
Dahua Certified Public Accountants (special general partnership), the audit institution to be employed by the company, has the qualification of securities and futures related business audit, has the experience and ability to provide audit services for many listed companies for many years, and has sufficient independence, professional competence and investor protection ability, which can meet the requirements of the company’s audit work, It is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. The review procedures of the company’s appointment of accounting firms comply with the provisions of relevant laws and regulations, normative documents and the articles of association.
Therefore, we agree with the company’s proposal on the appointment of accounting firms in 2021 and agree to submit the proposal to the 19th meeting of the ninth board of directors and the general meeting of shareholders for deliberation.
4. On March 11, 2021, at the 19th meeting of the ninth board of directors, the company jointly made a special explanation on the company’s funds occupied by the company’s controlling shareholders and other related parties and the company’s external guarantee, and issued independent opinions as follows: the company’s external guarantee: there was no new amount of external guarantee during the reporting period.
Guarantee from the company to its subsidiaries: during the reporting period, the company increased the guarantee amount to its subsidiaries by 880 million yuan, including 60000 yuan to its subsidiary Shanghai Tianma Microelectronics Co., Ltd
