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 performed the duties of an independent director in strict accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the guiding opinions on the establishment of an independent director system in listed companies and the provisions and requirements of the articles of association and the detailed rules for the work of independent directors Diligently exercised the rights and obligations conferred by the company, timely understood the production and operation of the company, paid full attention to the development of the company, actively attended the relevant meetings held by the company in 2021, carefully considered various proposals of the board of directors and issued relevant independent opinions, gave full play to the independent role of independent directors, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of the duties of independent directors in 2021 is reported as follows: I. attendance at the meeting
In 2021, the board of directors of the company held 9 meetings of the board of directors. I personally attended the meeting. On the basis of carefully reviewing various proposals before the meeting, I actively participated in the discussion at the meeting, exercised the voting right with a cautious attitude, cautiously voted in favor, raised no objection, objected or abstained, and diligently performed the duties of independent directors. 2、 Independent opinions
In accordance with the articles of association, working rules for independent directors and relevant provisions of other laws and regulations, in 2021, through careful understanding and inspection of the company’s business activities, I expressed the opinions of independent directors on the relevant proposals of the company’s board of directors as follows:
Meeting date and opinions
type
The first session of the board of directors approved the proposal on carrying out forward foreign exchange settlement business on 2021 / 2 / 2 1
Twenty first meeting
1. The report on the self-evaluation of internal control in 2020 agreed
Sue
The second of the first board of directors on the occupation of funds by related parties of the company in 2020
22nd Meeting 2021 / 3 / 30 and external guarantees
3. About profit distribution and capital reserve in 2020
Plan for converting gold into share capital
4. Deposit and actual of raised funds in 2020
Special report on usage
5. About directors, supervisors and senior managers of the company
2021 annual salary plan
6. About the expected contribution of the company and its subsidiaries in 2021
The bank applies for a comprehensive credit line and the company is a subsidiary
Proposal on applying for comprehensive credit line to provide guarantee
7. About using idle self owned funds for entrusted financial management
bill
1. Second agreement on the general election and nomination of the board of directors of the company
Proposal on candidates for non independent directors of the first board of directors and the 2021 / 5 / 12 board of directors
The 24th meeting 2. The second meeting on the general election and nomination of the board of directors of the company
Proposal on candidates for independent directors of the second board of directors
The second session of the board of directors (2021 / 5 / 28 1) agreed on matters related to the appointment of senior managers of the company
One meeting item
1) On the 2021 semi annual report and its summary
The proposal on 2021 / 7 / 22 of the second board of directors was approved
Second meeting 2) on deposit and of raised funds in 2021
Special report on actual use
The second session of the board of directors (2021 / 8 / 31 1) agreed to use some idle raised funds for cash
Proposal on the management of the third meeting
Agreement of the second board of directors on renewing the appointment of the accounting firm in 2021 (1) on October 15, 2021
Proposal of the fourth meeting
3、 Work of the special committee of the board of directors
In 2021, I served as the chairman of the company’s audit committee and a member of the strategy committee, nomination committee and remuneration and assessment committee. The specific work is as follows:
1. Audit Committee
In 2021, two audit committee meetings were held to review the company’s internal control self-evaluation report, periodic report and other matters as required, understand the company’s financial status and operation in detail, strictly review the construction and implementation of the company’s internal control system, and implement effective guidance and supervision on the company’s financial status and operation.
2. Work of salary and assessment committee
In 2021, the remuneration and assessment committee reviewed the remuneration of the company’s directors and senior managers in 2021 in accordance with the relevant requirements of the working rules of the remuneration and assessment committee of the board of directors, and formulated the 2020 remuneration scheme for directors and senior managers.
In addition, I also regularly communicate with the company’s internal audit department, guide it, and give constructive opinions in practical operation.
4、 Key matters concerned in the annual performance of independent directors
In 2021, in accordance with the provisions of the articles of association and relevant laws and regulations on the performance requirements of independent directors, I focused on and reviewed major matters of the company, and actively put forward my professional guidance to the board of directors and special committees of the company.
The details are as follows:
1. Related party transactions
In 2021, I gave full play to the independent audit role of independent directors, checked the proposals and other relevant materials on related party transactions submitted by the board of directors of the company, and expressed independent opinions. I 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. 2. The occupation and external guarantee of related parties’ funds are in accordance with the relevant laws and regulations such as the notice on 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 2021. The company has no occupation of funds by controlling shareholders and their related parties in 2021.
3. Remuneration of directors and senior managers
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.
4. Appointment or replacement of accounting firms
The company did not change its accounting firm in 2021. I agree that the company will continue to employ Tianzhi international accounting firm (special general partnership) as the company’s financial audit institution and internal control audit institution in 2021. 5、 On site inspection
In 2021, I conducted many on-site inspections on the company to understand the production and operation, internal control and financial status of the company. Actively keep close communication with other directors and senior managers of the company and relevant internal personnel of the company, timely learn the progress of major matters of the company, always pay attention to the impact of the external environment of the company on the company due to changes in the industry market, and put forward relevant rationalization suggestions for the operation and management of the company. 6、 Work done in protecting the rights and interests of investors
1. Since the company was listed on Shenzhen Stock Exchange in July 2020, it has continuously paid close attention to the company’s information disclosure, timely mastered the company’s information disclosure, seriously put forward reasonable information disclosure requirements, and effectively supervised the authenticity, accuracy, timeliness and integrity of information disclosure.
2. Supervise and verify the performance of directors and senior managers, understand the production and operation of the company through on-site investigation, telephone inquiry and other means, express independent opinions on the management of raised funds, regular reports, related party transactions and other matters of the company, strictly implement the approval and decision-making procedures, and effectively safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
3. Continuously strengthen the study of relevant laws and regulations, enhance the ability to protect the interests of the company and investors, form the ideological awareness of consciously protecting the rights and interests of social public shareholders, and safeguard the legitimate rights and interests of investors, especially small and medium-sized investors. Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation. 6、 Other matters (1) in 2021, I did not propose to convene the board of directors; (2) In 2021, I did not propose to hire or dismiss an accounting firm; (3) In 2021, I did not independently employ external audit institutions and consulting institutions.
The above is the report on my performance of duties in 2021. During my term of office in 2021, I will continue to faithfully perform the duties of independent directors, continuously strengthen communication with other directors, supervisors and the company’s management, improve the decision-making ability of the company’s board of directors, safeguard the legitimate rights and interests of the company and minority shareholders, and play a positive role in promoting the stable, healthy and sustainable development of the company.
Zhang Yuanyuan March 12, 2022
