Foshan Nationstar Optoelectronics Co.Ltd(002449)
Report on the work of independent directors in 2021 (Li boqiao)
As an Foshan Nationstar Optoelectronics Co.Ltd(002449) independent director (hereinafter referred to as “the company”), in strict accordance with the provisions and requirements of the company law, the securities law, the guidance on the establishment of independent director system in listed companies, the articles of association, the working rules for independent directors and other relevant laws and regulations, I faithfully performed my duties, actively attended relevant meetings and carefully considered various proposals of the board of directors during my tenure in 2021, Express independent opinions on relevant matters of the company, give full play to the independent role of independent directors, and effectively safeguard the overall interests of the company, especially the legitimate interests of small and medium-sized investors. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at board meetings
1. Attendance at the board of directors
In 2021, the company held ten meetings of the board of directors in total. My attendance at the meeting of the board of directors is as follows:
Name number of attendance at the board of directors this year number of attendance in person number of attendance by proxy number of absence
Li boqiao
I carefully reviewed the relevant proposals considered by the board of directors, actively participated in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors. The convening of the board of directors in 2021 complies with legal procedures, and the deliberation procedures of various proposals are legal and effective. In 2021, I voted in favor of all the proposals considered by the board of directors, and there was no negative vote or abstention.
2. Attendance at the general meeting of shareholders
In 2021, the company held the general meeting of shareholders for 4 times, and I attended the general meeting of shareholders for 3 times.
2、 Independent opinions
In accordance with the requirements of relevant laws, regulations and normative documents, adhering to a cautious and rigorous attitude towards the development of the company, I made an objective, independent and impartial judgment based on my professional knowledge and ability on the premise of fully understanding the relevant matters considered by the board of directors of the company, and jointly expressed independent opinions on the following matters with other independent directors:
1. On February 5, 2021, at the sixth meeting of the Fifth Board of directors, I had independent opinions with other independent directors.
2. On April 16, 2021, at the 8th meeting of the 5th board of directors of the company, I and other independent directors jointly commented on “the company’s related party transactions, external guarantees and the occupation of the company’s funds by related parties in 2020”, “the company’s profit distribution plan in 2020”, “the use of self owned funds for entrusted financial management” and “the company’s self-evaluation report on internal control in 2020” “The company plans to apply to financial institutions for special loans for Geely Industrial Park project” and “the company’s shareholder return plan for the next three years (20212023)”.
3. On June 18, 2021, at the 11th meeting of the 5th board of directors of the company, I and other independent directors jointly expressed independent opinions on matters related to “the company’s issuance of 2020 Innovation Driven Development Award”.
4. On August 24, 2021, at the 12th meeting of the Fifth Board of directors of the company, I and other independent directors jointly made a special explanation on the matters related to “the occupation of the company’s funds by the company’s controlling shareholders and other related parties” and “the external guarantee of the company”, and expressed independent opinions on the matters related to “the implementation plan for the salary assessment of the company’s directors and senior managers in 2020”.
5. Opinions on the resignation of independent directors and other matters related to the appointment of non independent directors were jointly expressed at the 13th meeting of the board of directors on June 2021.
6. On October 28, 2021, at the 15th meeting of the Fifth Board of directors of the company, I and other independent directors jointly expressed their prior approval opinions and independent opinions on “the company’s participation in capital increase and related party transactions to the financial company”, and expressed their independent opinions on “the change of the Secretary of the board of directors of the company”.
I believe that the above matters reviewed in 2021 comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and reflect the principles of openness, fairness and impartiality. The procedures for the deliberation and voting of the above major matters by the board of directors and the general meeting of shareholders of the company are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Work of special committees of the board of directors
As the chairman of the company’s remuneration and assessment committee and the members of the nomination committee, risk management committee and audit committee, I attended the working meetings of the remuneration and assessment committee, nomination committee, risk management committee and Audit Committee on time, analyzed and expressed opinions on the relevant proposals of the special committee from a professional perspective and objectively, and effectively performed the duties of the members of the special committee. As the chairman of the remuneration and assessment committee and the member of the nomination committee, study the change and assessment of the company’s directors and senior managers, ensure that the qualifications of the company’s directors and senior managers meet the relevant requirements, express opinions and suggestions on the remuneration formulation scheme of the company’s directors and senior managers, supervise the implementation of the company’s remuneration system, and combine the actual situation of the company, Put forward constructive suggestions on the problems existing in the salary system to promote the company’s salary system to be more perfect and perfect. As a member of the company’s risk management committee, participate in the construction of a scientific and standardized risk management mechanism, improve the company’s asset and business risk prevention and control ability and work efficiency, and ensure the smooth and steady operation of the company’s operation and management. As a member of the audit committee, strictly review the company’s internal control system and implementation, and review the company’s audit report and other financial reports.
4、 On site investigation of the company
In 2021, I took the opportunity of attending the board of directors and the general meeting of shareholders to make many on-site visits to the company, deeply understand the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, related party transactions and business development, and pay attention to the daily operation and governance of the company. Timely listen to the reports of relevant personnel, learn the progress of major matters of the company, and earnestly urge the company to standardize its operation and improve its governance level.
5、 Work done to protect the legitimate rights and interests of public shareholders
1. Effectively perform the duties of independent directors
In accordance with the provisions of relevant laws and regulations, the articles of association and the working system of independent directors of the company, I am diligent, fair and impartial, attend the shareholders’ meeting of the board of directors of the company on time, carefully review the proposals to be submitted to the board of directors for deliberation, and ask relevant departments and personnel of the company if necessary. On this basis, I use my professional knowledge to exercise my voting rights independently, objectively and prudently, Effectively safeguard the legitimate rights and interests of the company and the majority of investors.
2. Supervise the operation, management and governance structure of the company
During the reporting period, I actively maintained close contact with the company’s management and relevant staff and paid attention to the progress of the company’s daily operation. The company carefully checked the matters related to the company’s production and operation, financial management, internal control system construction, and related party transactions, fully expressed its opinions at the board meeting, and actively and effectively performed the duties of independent directors.
6、 Other matters
1. No proposal to convene an extraordinary general meeting of shareholders;
2. No proposal to convene the board of directors;
3. Failure to independently employ external audit institutions and consulting institutions;
4. I still comply with the provisions on the independence of independent directors, and the statements and commitments have not changed significantly. In 2022, by paying attention to the company, I will try my best to use my professional knowledge and experience to provide more constructive suggestions for the development of the company, so as to improve the decision-making level of the board of directors, promote the stable and healthy development of the company, commit to the better development of the company in the future, and effectively protect the interests of investors, especially small and medium-sized investors. I will continue to do my duty, Actively perform the functions and powers conferred by laws and regulations and the articles of association, further promote the standardized operation of the company and comprehensively promote the healthy and sustainable development of the company.
Independent director: Li boqiao March 22, 2022
Foshan Nationstar Optoelectronics Co.Ltd(002449)
Report on the work of independent directors in 2021 (RAO pingui)
As an Foshan Nationstar Optoelectronics Co.Ltd(002449) independent director (hereinafter referred to as “the company”), in strict accordance with the provisions and requirements of the company law, the securities law, the guidance on the establishment of independent director system in listed companies, the articles of association, the working rules for independent directors and other relevant laws and regulations, I faithfully performed my duties, actively attended relevant meetings and carefully considered various proposals of the board of directors during my tenure in 2021, Express independent opinions on relevant matters of the company, give full play to the independent role of independent directors, and effectively safeguard the overall interests of the company, especially the legitimate interests of small and medium-sized investors. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at board meetings
1. Attendance at the board of directors
In 2021, the company held ten meetings of the board of directors in total. My attendance at the meeting of the board of directors is as follows:
Name number of attendance at the board of directors this year number of attendance in person number of attendance by proxy number of absence
Rao pingui
I carefully reviewed the relevant proposals considered by the board of directors, actively participated in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors. The convening of the board of directors in 2021 complies with legal procedures, and the deliberation procedures of various proposals are legal and effective. In 2021, I voted in favor of all the proposals considered by the board of directors, and there was no negative vote or abstention.
2. Attendance at the general meeting of shareholders
In 2021, the company held 4 general meetings of shareholders, and I attended 4 general meetings of shareholders as a nonvoting delegate.
2、 Independent opinions
In accordance with the requirements of relevant laws, regulations and normative documents, adhering to a cautious and rigorous attitude towards the development of the company, I made an objective, independent and impartial judgment based on my professional knowledge and ability on the premise of fully understanding the relevant matters considered by the board of directors of the company, and jointly expressed independent opinions on the following matters with other independent directors:
1. On February 5, 2021, at the sixth meeting of the Fifth Board of directors, I had independent opinions with other independent directors.
2. On April 16, 2021, at the 8th meeting of the 5th board of directors of the company, I and other independent directors jointly commented on “the company’s related party transactions, external guarantees and the occupation of the company’s funds by related parties in 2020”, “the company’s profit distribution plan in 2020”, “the use of self owned funds for entrusted financial management” and “the company’s self-evaluation report on internal control in 2020” “The company plans to apply to financial institutions for special loans for Geely Industrial Park project” and “the company’s shareholder return plan for the next three years (20212023)”.
3. On June 18, 2021, at the 11th meeting of the 5th board of directors of the company, I and other independent directors jointly expressed independent opinions on matters related to “the company’s issuance of 2020 Innovation Driven Development Award”.
4. On August 24, 2021, at the 12th meeting of the Fifth Board of directors of the company, I and other independent directors jointly made a special explanation on the matters related to “the occupation of the company’s funds by the company’s controlling shareholders and other related parties” and “the external guarantee of the company”, and expressed independent opinions on the matters related to “the implementation plan for the salary assessment of the company’s directors and senior managers in 2020”.
5. Opinions on the resignation of independent directors and other matters related to the appointment of non independent directors were jointly expressed at the 13th meeting of the board of directors on June 2021.
6. On October 28, 2021, at the 15th meeting of the Fifth Board of directors of the company, I and other independent directors jointly expressed their prior approval opinions and independent opinions on “the company’s participation in capital increase and related party transactions to the financial company”, and expressed their independent opinions on “the change of the Secretary of the board of directors of the company”.
I believe that the above matters reviewed in 2021 comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and reflect the principles of openness, fairness and impartiality. The procedures for the deliberation and voting of the above major matters by the board of directors and the general meeting of shareholders of the company are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Work of special committees of the board of directors
As the chairman of the audit committee of the board of directors, the members of the remuneration and assessment committee, the nomination committee and the risk management committee, I actively participated in the daily work of the committee, took the initiative to participate in the working meetings of the audit committee, the nomination committee, the remuneration and assessment Committee and the Risk Management Committee on time, and gave professional and objective analysis and opinions on the relevant proposals of the special committee, Effectively performed the duties of the special committee. As the chairman of the audit committee, strictly review the company’s internal control system and implementation, and review the company’s audit report and other financial reports. As a member of the nomination committee and the remuneration and assessment committee, study the change and assessment of the company’s directors and senior managers, ensure that the qualifications of the company’s directors and senior managers meet the relevant requirements, express opinions and suggestions on the remuneration formulation scheme of the company’s directors and senior managers, and the implementation of the company’s remuneration system
