Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Report of independent non-executive directors on the 32nd meeting of the 8th board of directors
Independent opinions on relevant matters
As independent non-executive directors of Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as “the company”) and based on the independent and objective position, in accordance with the requirements of normative documents such as the rules for independent directors of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the Shanghai Fudan Microelectronics Group Co.Ltd(688385) articles of association and so on, Carefully reviewed the relevant matters considered at the 32nd meeting of the 8th board of directors held on March 18, 2022, and expressed the following independent opinions:
1. Matters concerning the internal control evaluation report in 2021
The company evaluated the effectiveness of the company’s internal control in accordance with the provisions of the basic norms of enterprise internal control and the guidelines on internal control of listed companies, and issued the company’s 2021 internal control evaluation report. Through the understanding of the company’s current internal control system and its implementation, we believe that the report objectively and truly reflects the real situation of the company’s internal system construction and internal control system implementation. On the benchmark date of the internal control evaluation report, the company has no major defects in the internal control of financial reporting. The company has maintained effective internal control of financial reporting in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations, and no major defects in the internal control of non-financial reporting have been found.
2. Special report on the deposit and use of raised funds in 2021
We believe that the deposit and use of the company’s raised funds in 2021 comply with the provisions of laws, regulations, normative documents and company systems such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the measures for the management of raised funds by listed companies on Shanghai Stock Exchange, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the management system of raised funds, The raised funds have been stored and used in a special account, and the relevant information disclosure obligations have been performed in a timely manner. The specific use of the raised funds is consistent with that disclosed by the company. There is no change in the purpose of the raised funds in a disguised manner and damage to the interests of shareholders, and there is no illegal use of the raised funds.
3. Matters concerning the re employment of domestic and foreign audit institutions in 2022
We believe that Ernst & Young Huaming Certified Public Accountants (special general partnership) has the qualification and professional competence to engage in relevant securities business, has rich experience and professional quality in the audit of listed companies, has sufficient independence, integrity and investor protection ability, and has rich domestic and overseas audit experience, which can meet the requirements of the company’s financial statement audit.
The re employment of the accounting firm complies with the provisions of relevant laws and regulations and will not affect the audit quality of the company’s accounting statements. The relevant deliberation procedures of the board of directors comply with the provisions of laws and regulations and the articles of association. Therefore, we agree to renew the employment of an Yonghua Ming as the company’s domestic and foreign financial report audit institution and internal control audit institution in 2022, and agree to submit the proposal on renewing the employment of the company’s domestic and foreign audit institution in 2022 to the company’s general meeting of shareholders for deliberation.
4. Matters related to the remuneration of directors and senior managers in 2022
We believe that the remuneration plan for directors and senior managers of the company in 2022 is formulated in combination with the current economic environment, the actual situation of the company’s region, industry and scale, and with reference to the remuneration level of the industry, which is not only conducive to give full play to the work enthusiasm of directors and senior managers, in line with the long-term development of the company, but also does not damage the interests of the company and minority shareholders. Agree to submit the remuneration of directors to the general meeting of shareholders of the company for deliberation.
5. Matters concerning the general election of the board of directors of the company and the nomination of executive directors of the ninth board of directors
After careful examination of the personal resume, educational background and work experience of Mr. Jiang Guoxing, Mr. Shi Lei, Mr. Yu Jun and Ms. Cheng Junxia, the candidates for executive directors of the ninth board of directors of the company, we believe that the above candidates meet the relevant laws and regulations such as the company law and the Provisions on the qualification of directors in the articles of association, and we have not found any situation that they are unable to serve as directors of the company according to the provisions of the company law, Nor is it found that he has been determined by the CSRC as a market prohibited person and the term has not expired, which affects his qualification.
The company’s nomination and deliberation procedures for candidates for executive directors of the ninth board of directors comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of shareholders. Therefore, we unanimously agree to the nomination of the above executive director candidates by the board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6. Matters concerning the general election of the board of directors of the company and the nomination of non-executive directors of the ninth board of directors
After careful examination of the personal resume, educational background and work experience of Ms. Zhang Qianling, Mr. Wu Ping, Ms. Liu Huayan and Mr. Sun Zheng, the candidates for non-executive directors of the ninth board of directors of the company, we believe that the above candidates comply with the relevant laws and regulations such as the company law and the provisions of the articles of association on the qualification of directors, and we have not found that they are unable to serve as directors of the company according to the provisions of the company law, Nor is it found that he has been determined by the CSRC as a market prohibited person and the term has not expired, which affects his qualification.
The company’s nomination and deliberation procedures for candidates for non-executive directors of the ninth board of directors comply with relevant laws and regulations and the articles of association, and there is no situation damaging the interests of shareholders. Therefore, we unanimously agree to the nomination of the above non-executive director candidates by the board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
7. Matters concerning the general election of the board of directors of the company and the nomination of independent non-executive directors of the ninth board of directors
After careful review of the personal resume, educational background and work experience of Mr. Cao Zhongyong, Mr. Cai Minyong, Mr. Wang pin (accounting professional) and Ms. Zou Fuwen, candidates for independent non-executive directors of the ninth board of directors of the company. Independent non-executive director candidates Mr. Cao Zhongyong, Mr. Cai Minyong and Mr. Wang pin have obtained the qualification certificate of independent directors. Ms. Zou Fuwen has not obtained the qualification certificate of independent directors in accordance with the guidelines for the training of senior managers of listed companies and relevant regulations. Ms. Zou Fuwen has promised to participate in the latest independent director qualification training held by Shanghai Stock Exchange and obtain the qualification certificate of independent directors after this nomination.
We believe that the above-mentioned candidates comply with the provisions of the company law and other relevant laws and regulations and the articles of association on the qualification of independent directors. We have not found that they are unable to serve as independent directors according to the provisions of the company law, nor have they been determined by the CSRC as prohibited from entering the market and the term has not expired. The company’s nomination and deliberation procedures for candidates for independent non-executive directors of the ninth board of directors comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of shareholders. Therefore, we unanimously agree to the nomination of the above independent non-executive director candidates by the board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
8. Matters concerning 2021 profit distribution plan
We believe that this profit distribution plan is in line with the actual situation and development needs of the company, does not damage the interests of minority shareholders, and complies with relevant laws and regulations, normative documents and the articles of association.
In conclusion, we agree to the proposal on the profit distribution plan for 2021 and submit it to the general meeting of shareholders of the company for deliberation.
9. Matters concerning the insurance of directors, supervisors and senior managers
We believe that the company’s purchase of liability insurance for directors, supervisors and senior managers can provide protection for the possible liability of directors, supervisors and senior managers in the process of performing their duties according to law, improve the level of corporate governance, promote the responsible personnel to perform their duties, and improve the company’s risk management system. Agree to the proposal on insurance of directors, supervisors and senior managers’ liability insurance, and submit the proposal to the general meeting of shareholders of the company for deliberation.
10. Confirm the implementation of connected transactions in 2021 in accordance with the rules of the Hong Kong stock exchange
We have reviewed and confirmed the connected transactions of the company in 2021 according to procedures. We believe that: in 2021, the deliberation procedures of the company’s connected transactions comply with the provisions of relevant laws, regulations, normative documents and the articles of Association; The terms of the transaction are fair and reasonable, and are in line with the overall interests of the company’s shareholders. No damage to the interests of the company due to connected transactions is found.
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[there is no text on this page, which is the signature page of independent opinions of independent non-executive directors on matters related to the 32nd meeting of the 8th board of directors]
Guo licao, Zhong Yong, Cai Minyong, Wang pin
[there is no text on this page, which is the signature page of independent opinions of independent non-executive directors on matters related to the 32nd meeting of the 8th board of directors]
Guo licao, Zhong Yong, Cai Minyong, Wang pin
