Shanghai Fudan Microelectronics Group Co.Ltd(688385)
Report on the work of independent non-executive directors in 2021
In 2021, as an independent non-executive director (also known as “independent director”) of the 8th board of directors of Shanghai Fudan Microelectronics Group Co.Ltd(688385) (hereinafter referred to as “the company”), In accordance with the requirements of 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”), the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the rules for the listing of securities on the stock exchange of Hong Kong Limited, the working system of independent directors of the company and other laws, regulations and normative documents, He diligently performed the duties of independent directors and gave full play to the role of independent directors. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
The independent non-executive directors of the 8th board of directors of the company are composed of four members, namely Mr. Guo Li, Mr. Cai Minyong, Mr. Wang pin and Mr. Cao Zhongyong. Each independent director has the professional knowledge, work experience and basic quality necessary for performing his duties, keeps the company’s secrets, does not use his position as a director to seek personal interests, and does not damage the legitimate interests of the company and shareholders.
(I) basic personal information
Mr. Guo Li, born in 1946, Chinese nationality, without permanent residency abroad, holds a bachelor’s degree in computer science from the Department of radio electronics, University of science and technology of China. From 1970 to 2015, he successively served as lecturer, associate professor, Professor, doctoral supervisor of University of science and technology of China, academic committee and director of circuit and System Laboratory of Department of Electronic Science and technology of University of science and technology of China, and retired in 2015. Since May 2006, he has served as an independent non-executive director of the company.
Mr. Cao Zhongyong, born in 1958, Chinese nationality, without permanent residency abroad, holds a doctorate in economics from Northern Jiaotong University. From 1992 to 1996, he was an associate professor of Shanghai Railway University and assistant to the president of the school of international economics and management; From 1996 to 1997, he was a professor and deputy director of the scientific research department of Shanghai Railway University; From 1997 to 1998, he was a visiting scholar at the Kennedy School of politics of Harvard University; From 1998 to 2018, he served successively as deputy director and director of Shanghai leading cadre examination and evaluation center and director of Shanghai operator talent development center, and retired in 2018. Since June 2019, he has served as an independent non-executive director of the company.
Mr. Cai Minyong, born in 1956, Chinese nationality, without permanent residency abroad, holds a bachelor’s degree in economics and management from Fudan University. From 1993 to 1996, he served as party secretary and factory director of Shanghai Wuzhou pharmaceutical factory and chairman of Shanghai Wuzhou Hester Pharmaceutical Co., Ltd; From 1994 to 1996, he served as the chairman of Shanghai Jiuzhou Property Development Co., Ltd; From 1995 to 1996, he served as the chairman of Shanghai Xianfeng antibil Pharmaceutical Co., Ltd. and the party secretary and general manager of Shanghai Xianfeng Pharmaceutical Co., Ltd; From 1996 to 1998, he served as deputy director of the enterprise cadre management office of the Organization Department of the CPC Shanghai Municipal Committee; From 1999 to 2003, he served as the director of Shanghai high tech achievements transformation center; From 1999 to 2003, he was the president of Shanghai Technology Property Exchange; From 2001 to 2004, he was the director of Shanghai Science and technology development and exchange center; From 2004 to 2014, he served as party secretary and President of Shanghai United equity exchange; From 2005 to 2014, he served as the chairman of the common market for property rights trading in the Yangtze River Basin; From 2005 to 2019, he served as an arbitrator of China International Economic and Trade Arbitration Commission; From 2013 to 2018, he served as a member of the financial and Economic Committee of Shanghai Municipal People’s Congress; He was a member of the Standing Committee of Shanghai Municipal People’s Congress from 2018 to 2019. Since June 2019, he has served as an independent non-executive director of the company.
Mr. Wang pin, born in 1974, Chinese nationality, without permanent residency abroad, holds a master’s degree in Business Administration from Shanghai National Accounting College, and is a Chinese certified public accountant. From 1996 to 2005, he was the manager of the Audit Department of Shanghai Gongxin certified public accountants; From 2005 to 2016, he served as the chief financial officer of Shanghai Jiyou Machinery Co., Ltd; Since 2017, he has been a partner of Shanghai luanhei Investment Management Co., Ltd. Since June 2019, he has served as an independent non-executive director of the company.
(II) independence description
As an independent director, we have no relationship with the company and its major shareholders, directors, supervisors and senior managers that prevents us from making independent and objective judgments. We have not served in the company’s affiliated enterprises, which meets the requirements for independence in the rules for independent directors of listed companies issued by the CSRC. In the process of performing our duties, we adhere to objective and independent professional judgments and safeguard the interests of all shareholders, especially small and medium-sized investors.
2、 Annual performance of independent directors
(I) attendance and voting results of the board of directors, general meeting of shareholders and special committee
In 2021, the company held 3 general meetings (including 1 annual general meeting and 2 extraordinary general meetings), 13 meetings of the board of directors, 7 meetings of the audit committee, 2 meetings of the Remuneration Committee, 2 meetings of the nomination committee, 2 meetings of the strategy and Investment Committee and 1 meeting of the environmental, social and Governance Committee. During the reporting period, our participation in the general meeting of shareholders, the board of directors and various special committees was as follows:
Name: general meeting of shareholders, board of directors, audit committee, remuneration committee, nomination committee, strategy and investment environment, social and
Committee Governance Committee
Guo Li 1 13 7 2 2 N / a n / A
Cai Minyong 2 12 7 2 1 N / A
Wang pin 3 13 7 n / a n / a n / a n / A
Cao Zhongyong 3 13 1 N / a n / a n / a 1
During the reporting period, as an independent non-executive director of the company, we actively participated in the board of directors and shareholders’ meeting of the company and faithfully performed the duties of independent non-executive director. Before attending the meeting, we carefully reviewed the meeting materials, fully communicated with the company’s management, actively discussed each proposal and carefully considered the proposals of the company’s board of directors. We believed that these proposals did not harm the interests of all shareholders and minority shareholders, and all proposals were considered and passed.
(II) site visit to the company
During the reporting period, through attending the meetings of the board of directors and the general meeting of shareholders of the company, we conducted on-site visits to the company, listened to the reports and materials of relevant principals, deeply understood the production and operation of the company and the implementation of the resolutions of the board of directors, made full use of professional knowledge to continuously communicate with the management during the preparation of financial reports and internal management of the company, and actively inquired about key matters, Provide professional advice for the scientific decision-making of the board of directors.
(III) the company’s cooperation with independent directors
The chairman, general manager, Secretary of the board of directors and other senior managers of the company maintain regular communication with us, so that we can timely understand the production and operation of the company. At the same time, before the board of directors and relevant meetings, the company carefully organized and prepared the meeting materials and delivered them timely and accurately, which provided convenient conditions for our work and actively and effectively cooperated with the work of independent non-executive directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions (also known as “connected transactions”)
In accordance with the requirements of the Listing Rules of the Shanghai Stock Exchange, the Listing Rules of the stock exchange of Hong Kong Limited, the articles of association and other systems, we reviewed the related party transactions of the company in 2021 according to the procedures and issued the opinions of independent directors. We believe that in 2021, the deliberation procedures of the company’s related party 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 in line with the overall interests of the company’s shareholders. No damage to the interests of the company due to related party transactions is found.
(II) external guarantee and fund occupation
During the reporting period, as an independent director of the company, we checked the external guarantee of the company. The company strictly followed the provisions of the articles of association, external guarantee management system and other internal control systems. There was no external guarantee during the reporting period, and there was no non operational occupation of funds by related parties.
(III) use of raised funds
We have focused on the supervision and review of the use of the company’s raised funds. The company has formulated the management system of raised funds in accordance with relevant laws, regulations and normative documents. At the 25th meeting of the 8th board of directors held on August 27, 2021, the company deliberated and approved the proposal on replacing self raised funds invested in advance with raised funds, the proposal on permanently replenishing working capital with some over raised funds and the proposal on cash management with temporarily idle raised funds, The contents and review procedures comply with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and other relevant laws, regulations, rules and other normative documents, as well as the company’s raised funds management system. The exchange of raised funds does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, and does not change the purpose of the raised funds and damage the interests of shareholders. We have expressed our independent opinions on the above matters.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
During the reporting period, the nomination, appointment, remuneration and other matters of the company’s directors and senior managers were examined and approved in accordance with the company law, the articles of association, the company’s detailed rules for the work of the remuneration and assessment committee of the board of directors and the detailed rules for the work of the nomination committee of the board of directors.
On September 23, 2021, the company held the second meeting of the Remuneration Committee of the eighth board of directors, deliberated and approved the incentive plan and assessment plan for restricted stocks in 2021. After verification, we believe that the implementation of equity incentive is legal and compliant, which is conducive to the establishment and improvement of the company’s operation and management mechanism and the establishment and improvement of the company’s incentive and restraint mechanism. The incentive object does not include all directors and supervisors including the company’s independent directors. The incentive objects meet the conditions of incentive objects specified in the administrative measures and listing rules, and the scope of incentive objects specified in the company’s restricted stock incentive plan (Draft) in 2021. Its subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective. We have expressed our independent opinions on the above matters.
(VI) performance forecast and performance express
From the listing on August 4, 2021 to the end of the reporting period, the company disclosed the positive profit warning for the half year of 2021 on the disclosure website and the company’s website on August 16, 2021 in accordance with Article 13.09 of the Securities Listing Rules of the stock exchange of Hong Kong Limited and the insider information provisions of part xiva of the securities and Futures Ordinance, The voluntary disclosure announcement on the performance forecast for the first three quarters of 2021 was disclosed on October 26, 2021.
(VII) appointment or replacement of accounting firms
During the reporting period, we evaluated the professionalism and independence of Ernst & Young accounting firm, the external auditor hired by the company. We believe that during the audit of the group, Ernst & Young has carried out the audit work in accordance with the requirements of relevant regulations and norms, adhered to the independent audit standards, and diligently fulfilled the responsibilities and obligations agreed by both parties. In view of the above reasons, on March 12, 2021, the audit committee decided to recommend to the board of directors that Ernst & Young certified public accountants be reappointed as the external audit institution of the company in 2021.
On August 16, 2021, the 24th Meeting of the 8th board of directors of the company decided to uniformly prepare the financial statements in accordance with the Chinese accounting standards for business enterprises. Therefore, the board of directors of the company proposed to terminate the appointment of Ernst & Young certified public accountants as the overseas auditor of the company and appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the auditor of the company’s 2021 financial report in accordance with the Chinese accounting standards for business enterprises, And undertake the duties of overseas auditors in accordance with the listing rules. The company has communicated with the originally appointed accounting firm on matters related to the replacement of accounting firm. The originally appointed Ernst & Young accounting firm is aware of this matter and has no objection to it.
We believe that an Yonghua Ming has the qualification and professional competence to engage in relevant securities business services, has rich experience and professional quality in the audit of listed companies, has sufficient independence, integrity and investor protection ability, and can meet the requirements of the company’s future financial statement audit.
(VIII) cash dividends and other investor returns
On March 12, 2021, according to the relevant provisions of the Securities Listing Rules of the Hong Kong stock exchange, after deliberation at the 19th meeting of the 8th board of directors of the company: in order to retain sufficient funds for business operation and development, it was unanimously agreed not to recommend the payment of 2020 final dividend.
(IX) performance of commitments of the company and shareholders
In 2021, we continued to pay attention to the application documents submitted by the company to Shanghai stock exchange for initial public offering and listing on the science and innovation board, and the relevant regulations made by the company and its shareholders on avoiding horizontal competition and regulating competition
