Sihui Fuji Electronics Technology Co.Ltd(300852)
2021 annual report of independent directors
As an independent director of the first board of directors of Sihui Fuji Electronics Technology Co.Ltd(300852) (hereinafter referred to as “the company”), in 2021, I strictly followed the requirements of relevant laws and regulations such as the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the relevant provisions of the articles of association and the detailed rules for the work of independent directors, In good faith, diligence and conscientious work attitude, he actively attended relevant meetings, carefully considered various proposals of the board of directors, faithfully performed the duties of independent directors, expressed independent opinions on major matters, gave full play to the functions and roles of independent directors, safeguarded the legitimate rights and interests of all shareholders and promoted the standardized operation of the company. I hereby report on my performance of duties as an independent director during my term of office in 2021 as follows: I. attendance at the meeting
During my term of office, the general election ended on May 28, 2021. During this period, the company held 6 meetings of the board of directors in 2021. I personally attended 6 meetings of the board of directors without being absent or not attending the meetings for two consecutive times. I carefully reviewed the proposal and meeting materials submitted to the board of directors. During this period, I maintained sufficient communication with the management of the company and exercised the voting right in an independent, objective and prudent manner, Actively participated in the discussion of various proposals and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors. The details of attendance at the meeting are reported as follows:
This report is based on whether there are two consecutive communications
On site entrusted absent directors
The independent directors should attend the meeting in the form of attending the meeting in person. The name of the meeting of the board of directors plus the number of directors plus the number of meetings of the board of directors
Number of meetings
Peng Jinping 6 0 0 0 2
2. Objections raised
During my term of office in 2021, I voted in favor of all the proposals considered at the board meeting, and there was no objection, objection or waiver. The convening of the board of directors during the reporting period of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant examination and approval procedures, which were legal and effective. 2、 Independent opinions on major issues of the company
During my term of office in 2021, the opinions of independent directors on relevant proposals considered by the board of directors of the company are as follows:
Date of the meeting and type of opinions
2021 / 2 / 2 of the first board of directors 1. The proposal on carrying out forward foreign exchange settlement business was approved at the 21st meeting
1. Agreement on the self-evaluation report of internal control in 2020 2. On the occupation and use of funds by related parties of the company in 2020
External guarantee
3. About profit distribution and capital reserve in 2020
Plan for conversion to share capital
4. On the deposit and actual use of raised funds in 2020
Special report of the first board of directors on Utilization on March 30, 2021
22nd meeting 5. About the company’s directors, supervisors and senior managers 2021
Annual salary plan
6. About the expected contribution of the company and its subsidiaries to the bank in 2021
Application for comprehensive credit line by the bank and application by the company as a subsidiary
Proposal on providing guarantee for comprehensive credit line
7. Discussion on using idle self owned funds for entrusted financial management
case
1. Proposal on the general election of the board of directors of the company and the nomination of candidates for non independent directors of the first board of directors on May 12, 2021
The 24th meeting 2. On the general election of the board of directors and the nomination of the second session
Proposal on candidates for independent directors of the board of directors
I believe that all major matters considered by the company 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 embody the principles of fairness, openness and impartiality. The company’s procedures for considering and voting on major matters 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、 Daily performance of duties
As an independent director of the company, I took advantage of my participation in the board of directors, the general meeting of shareholders and other time to make an on-site investigation of the company, deeply understand the company’s production and operation management and financial situation, the implementation of resolutions of the board of directors and the general meeting of shareholders, the improvement and implementation of internal control and other systems, and actively use my professional knowledge to promote the scientific decision-making of the board of directors; And maintain close communication with other directors, senior managers and relevant staff of the company by telephone, and pay attention to the operation of the company and the impact of external environment and market changes on the company.
The board of directors of the company has established four special committees: audit, nomination, remuneration and assessment and strategy. As the convener of the nomination committee of the company, I diligently perform my duties, actively pay attention to and participate in the research on the development of the company, put forward suggestions on the selection, selection criteria and procedures of directors and senior managers of the company, and played the role of the nomination committee. 4、 Key matters concerned in the annual performance of independent directors
During my tenure, I focused on and reviewed the major issues of the company, actively put forward my professional guidance to the board of directors and special committees of the company, and put forward my professional guidance to enhance the standardization of the operation and effective decision-making of the board of directors of the company. The details are as follows: (I) related party transactions
During his term of office, he gave full play to the independent audit role of independent directors, checked the related party transaction proposals and other relevant materials submitted by the board of directors of the company, and expressed independent opinions. He believed that the related party transactions of the company met the actual needs of the company, and there was no situation of transferring interests to related parties and damaging the interests of shareholders of the company. (II) the occupation of funds and external guarantee of related parties shall be in accordance with the relevant laws and regulations such as the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee behavior of listed companies, as well as the relevant provisions of the articles of association and the external guarantee management system, The company has carefully understood and verified the occupation of funds by related parties and the company’s accumulated and current external guarantees in 2020. The company has no occupation of funds by controlling shareholders and their related parties in 2020. (III) remuneration of directors and senior managers
During his tenure, the remuneration and assessment committee assessed the performance of senior managers, and considered and approved the remuneration plan for directors and senior managers in 2021 according to the specified procedures. 5、 Work done in protecting the rights and interests of investors (1) diligent and objective expression of opinions
As an independent director of the company, I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the company’s working rules for independent directors, attend the board meeting of the company on time, carefully consider various proposals, objectively express my opinions and views, make independent and impartial judgments with my professional knowledge, and effectively protect the interests of minority shareholders.
Since the company was officially listed on July 13, 2020, I have continued to pay attention to the company’s information disclosure, and urged the company to perform its information disclosure obligations in a true, timely and complete manner in strict accordance with laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, as well as the relevant provisions of the company’s information disclosure management system.
Supervise and inspect corporate governance and operation management. According to the notice on matters related to carrying out special activities to strengthen the governance of listed companies, the company was urged to actively organize, carefully conduct self-examination and make timely rectification, which further improved the corporate governance structure of the company and improved the standard operation level of the company. (2) Improve their ability to perform their duties
Since becoming an independent director of the company, I have always paid attention to learning the latest laws, regulations and various rules and regulations, actively participated in various professional training, deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, continuously improved my ability to perform my duties, and formed an ideological awareness of consciously protecting the rights and interests of social public shareholders, Safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. 6、 Other matters (1) during the term of office, no independent director proposed to convene the board of directors; (2) During his tenure, there was no independent director proposing to dismiss the accounting firm; (3) During his term of office, there was no independent director who independently hired external audit institutions and consulting institutions. 7、 Overall evaluation and recommendations
As an independent director of the company, during my tenure, I earnestly performed my duties in strict accordance with relevant laws and regulations, based on the principles of objectivity, impartiality and independence, actively participated in the decision-making of major matters of the company, gave full play to the bridge role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of shareholders.
I resigned on May 28, 2021. I thank the board of directors for their trust and sincerely hope that the company will operate steadily and standardize its operation under the leadership of the board of directors, continuously enhance its profitability and make the company develop continuously, stably and healthily.
Independent director: Peng Jinping March 12, 2022
