Wuxi Chipown Micro-Electronics Limited(688508)
Report on the work of independent directors in 2021
As independent directors of Wuxi Chipown Micro-Electronics Limited(688508) (hereinafter referred to as “the company”), in the spirit of being responsible for all shareholders of the company, we earnestly perform the duties and obligations of integrity and diligence of independent directors in strict accordance with laws and regulations such as the company law, the securities law, the governance standards of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association, the working system of independent directors and other provisions, It has safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The main work in 2021 is reported as follows:
1、 Basic information of independent directors
The company has three independent directors, accounting for one third of the number of the board of directors, which meets the requirements of relevant laws and regulations on the proportion and professional allocation of independent directors of listed companies. The three independent directors are Mr. Xu Wei, Mr. Shi Longxing and Mr. Wu Chengzhong.
(I) personal information of current independent directors
Mr. Xu Wei, born in 1957, Chinese nationality, without overseas permanent residency, has a bachelor’s degree from Xi’an Jiaotong University and is a professor level senior engineer. From August 1982 to June 1991, he successively served as the engineer and workshop director of Jiangsu Wuxi 742 factory, from July 1991 to June 1996, he successively served as the director and deputy chief engineer of the technology and Quality Department of MOS circuit business department of China Huajing Electronics Group, the convener of the production department of Shanghai Huahong Microelectronics Co., Ltd. from July 1996 to July 1997, and the director and director of Shanghai Huahong NEC Electronics Co., Ltd. from August 1997 to September 2013 Vice president, party secretary and executive vice president of Shanghai Huahong Hongli Semiconductor Manufacturing Co., Ltd. from October 2013 to September 2019, and Secretary General of Shanghai Integrated Circuit Industry Association from October 2019 to may 2021.
Mr. Shi Longxing, born in 1964, Chinese nationality, without permanent residency abroad, holds a doctorate degree from Southeast University and is a professor. Since February 1987, he has worked in the school of Electronic Science and engineering of Southeast University, served as the dean of the school of integrated circuits of Southeast University from December 2003 to December 2014, and served as the dean of the school of Electronic Science and technology of Southeast University from November 2009 to December 2014; From December 2014 to August 2019, he worked as the director of the Institute of special integrated circuit technology of Jiangsu Industrial Technology Research Institute; Since January 2000, he has worked as the director of the national special integrated circuit system engineering technology research center.
Mr. Wu Chengzhong, born in September 1972, Chinese nationality, without overseas permanent residency, has a bachelor’s degree in accounting from East China University of technology, senior accountant, certified public accountant and certified tax agent. From August 2003 to December 2008, he worked in China Resources Shanghua Technology Co., Ltd. as the manager and senior manager of the financial department; From January 2009 to September 2020, worked in China Resources Microelectronics Limited(688396) , served as assistant director, deputy director and director of finance department; From October 2020 to January 2022, served as chief financial officer and Secretary of the board of directors of Huajin semiconductor packaging pilot technology R & D Center Co., Ltd; From February 2022 to now, he has served as the deputy general manager of Yicun capital of Wuxi financial venture capital group company.
（2） Independence statement
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position among the major shareholders of the company; 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 CSRC, and the qualifications for serving as independent directors of the company. We can ensure objective and independent professional judgment, and there is no situation affecting our independence.
2、 Performance of duties in 2021
(I) attendance of independent directors at the board of directors, professional committees and general meetings of shareholders
In 2021, the company held 7 Board meetings and 3 general meetings of shareholders, all of which were attended by us in person.
In 2021, the audit committee held five meetings, the nomination committee held one meeting, the remuneration and performance appraisal committee held three meetings, the strategy committee held one meeting, and a total of 10 special committee meetings of the board of directors were held. We all attended the above meetings in person.
During the reporting period, based on the principle of prudence and objectivity, with a diligent and responsible attitude, we carefully reviewed the meeting proposals and other relevant materials, actively participated in the discussion of each proposal, gave full play to the advantages of their professional knowledge and work experience, put forward reasonable opinions and suggestions, and exercised the right to vote independently and objectively. During the reporting period, we did not raise any objection to the proposals considered by the board of directors and its special committees.
1. Attendance of independent directors at the board of directors
During the reporting period, the company held 7 meetings of the board of directors, and the attendance of independent directors is as follows:
Should I attend the meeting twice in a row and actually attend the meeting
Name of independent director number of times of attendance entrusted number of times of not attending the meeting in person
Discuss
Xu Wei 7 0 no
Shi Longxing 7 0 no
Wu Chengzhong 7 0 no
2. Attendance of independent directors at professional committees
Salary and assessment
Strategy Committee Nomination Committee audit committee
Name of actual independent director
Additional meetings participating in additional meetings participating in additional meetings participating in additional meetings participating in additional meetings meeting meeting meeting meeting meeting meeting meeting meeting number of times number of times number of times
Xu Wei 1 0 05 5
Shi Longxing 1 1 3 3 0 0
Wu Chengzhong 0 0 0 3 5 5
3. Attendance of independent directors at the general meeting of shareholders
During the reporting period, the company held one annual general meeting and two extraordinary general meetings.
The attendance of independent directors at the meeting is as follows:
Actual participation
Names of independent directors number of meetings to be attended and number of absences
Number of meetings
Xu Wei 3 0
Shi Longxing 3 0
Wu Chengzhong 3 0
(II) site investigation
In 2021, we performed our duties independently, diligently and in good faith, and made full use of the opportunity to attend the board of directors and shareholders’ meeting to have an in-depth understanding of the company’s operation and the progress of major events. In addition, we actively understand the company’s production, operation and operation through talks, telephone and other means, comprehensively and deeply understand the company’s management and financial situation, pay timely attention to the impact of the external environment on the company, supervise the standardized operation of the company, and offer advice and suggestions for the steady and long-term development of the company. 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, and timely implements our suggestions, providing necessary cooperation and support for our better performance of our duties.
3、 Key issues of independent directors’ performance in 2021
(I) related party transactions
During the reporting period, the company had no significant related party transactions.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
(III) use of raised funds
During the reporting period, the company reviewed and supervised the use of the company’s raised funds in strict accordance with the relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the raised funds management system. The company used the raised funds in a standardized and reasonable manner in accordance with the relevant requirements.
The fourth meeting of the Fourth Board of directors of the company deliberated and approved the proposal on cash management with temporarily idle raised funds, the proposal on cash management with self owned funds and the proposal on the deposit and use of raised funds in the half year of 2021.
After understanding and verification, the above-mentioned management and use of raised funds do not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company, especially the interests of small and medium-sized shareholders, which is in line with the needs of the development interests of the company, and is conducive to improving the fund use efficiency of the company and obtaining a good return on investment. The information on the storage and use of raised funds disclosed by the company is consistent with the actual situation, and has faithfully fulfilled the obligation of information disclosure. We have expressed our independent opinion on this.
(IV) merger and reorganization
During the reporting period, the company acquired 100% equity of Antu electronics, which was included in the scope of consolidated statements since June 30. (V) nomination and remuneration of directors and senior managers
The fourth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on appointing the deputy general manager of the company. We have completed the qualification examination of candidates in accordance with the specified working procedures, and submitted relevant proposals to the meeting for deliberation. The procedures comply with the provisions of relevant laws, regulations and the articles of association. We have checked the qualification, professional ability and performance experience of the candidates and believe that they meet the employment conditions specified in laws, regulations and the articles of association and will not have an adverse impact on the company’s operation, development and corporate governance.
The remuneration plan of the company’s senior managers is formulated according to the industry and scale of the company and in combination with the actual operation of the company. There is no damage to the interests of the company and shareholders, and it is in line with the relevant national laws, regulations and the articles of association.
(VI) performance forecast and performance express
According to the Listing Rules of Shanghai Stock Exchange’s science and innovation board, the company disclosed the announcement of 2020 annual performance pre increase (Announcement No.: 2021002) on January 27, 2021 and the announcement of 2020 annual performance express (Announcement No.: 2021003) on February 25, 2021. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.). The release of the company’s performance forecast and express report complies with the provisions of the company law, the articles of association and other relevant laws and regulations.
(VII) appointment or replacement of accounting firms
During the reporting period, the company appointed notarial Tianye Certified Public Accountants (special general partnership) as the audit institution of the company. The appointment procedure is legal and effective. The firm has the qualification and ability to provide audit services for the company, scrupulously abides by its duties in the audit work, follows the professional standards of independence, objectivity and notarization, and completes various audit work with due diligence.
(VIII) cash dividends and other investor returns
The proposal on the company’s profit distribution in 2020 was reviewed and approved by the company’s 2020 annual general meeting. According to the company’s operation and financial situation in 2020 and the arrangement of the business plan in 2021, the company will distribute cash dividends of RMB 3.00 (including tax) for every 10 shares based on the total share capital of 112.8 million shares on December 31, 2020, with a total of RMB 33.84 million (including tax).
The 2020 profit distribution plan of the company is formulated on the premise of ensuring the normal operation and long-term development of the company, comprehensively considering the company’s profitability, operation status and the investment return of all shareholders, and complies with the provisions on profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for cash dividends of listed companies on Shanghai Stock Exchange and the articles of association, There is no situation that damages the legitimate interests of the company and minority shareholders.
