Jenkem Technology Co.Ltd(688356)
Report on the work of independent directors in 2021
As an independent director of Jenkem Technology Co.Ltd(688356) (hereinafter referred to as "the company"), during our tenure, we worked diligently, conscientiously, honestly and in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock exchange on the science and innovation board and other relevant laws and regulations, as well as the articles of association, the working system of independent directors and other provisions Independently performed the duties of independent directors, actively attended relevant meetings, carefully considered various meeting proposals, expressed fair and objective independent opinions on relevant matters of the company, and effectively safeguarded the interests of the company and shareholders. The current performance of duties in 2021 will be as follows:
1、 Basic information of independent directors
(I) work experience, professional background and part-time work
The company has three independent directors, namely Mr. bick, Mr. Wang chunfei and Mr. Li Guangyu. The basic information of independent directors is as follows:
Pike, male, Han nationality, born in February 1973, has a bachelor's degree in economics and a bachelor's degree from Capital University of economics and trade, a Chinese certified public accountant. He started working in July 1995 and joined the China Democratic founding Association in October 2009. He used to be the Department Manager and partner of Beijing Longzhou certified public accountants, and is now the chief accountant and general manager of Anheng (Beijing) certified public accountants Co., Ltd. He has been an independent director of the company since July 2017. Wang chunfei, male, was born in February 1980. Graduated from Peking University with a doctorate in accounting. Since 2012, he has successively served as lecturer and associate professor of the school of accounting of the Central University of Finance and economics. He has been an independent director since September 2019. Li Guangyu, male, was born in July 1973. He graduated from Peking University with a bachelor's degree in philosophy and a master's degree in law. He was a lawyer in Huayuan times and began to practice law in 2001; In 2006, he joined Beijing Mingtai law firm and became a partner; In 2021, he joined Beijing haotianxinhe law firm and became a partner. He has been an independent director of the company since September 2021.
Pan Qingzhong (leaving office in September 2021), male, born in April 1962, holds a doctorate in theoretical economics from the school of economics and management of Tsinghua University and a master's degree from the school of engineering of Stanford University. He started working in 1994. He once served as engineer, director, vice president and chairman of R & D Department of Sunyard Technology Co.Ltd(600571) System Engineering Co., Ltd., director of Cooperative Development Office of School of economics and management of Tsinghua University and researcher of corporate governance research center of Tsinghua University. At present, Su Shimin College of Tsinghua University serves as vice president of regular affairs and researcher of corporate governance research center of Tsinghua University. From July 2017 to September 2021, he served as an independent director of the company.
(II) independence description
As an independent director of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, and do not work in the company's affiliated enterprises; No financial, legal, consulting and other services are provided for the company or its subsidiaries. We have the independence required by the rules for independent directors of listed companies, Jenkem Technology Co.Ltd(688356) the articles of association and the working system for independent directors of China Securities Regulatory Commission and the qualification to serve as independent directors of the company, and can ensure objective and independent professional judgment without affecting our independence.
2、 Annual performance of independent directors
(I) participation in the general meeting of shareholders and the board of directors in 2021
During the reporting period, the company held 9 board meetings and 4 general meetings of shareholders. The specific attendance is as follows:
Participation in the board of directors (Times) shareholders
General assembly situation
Name of the shareholder who should attend in person or not
Number of meetings of the board of directors
Number of times not attended
Bick 9 0 0 0 No 4
Wang chunfei 9 9 0 0 No 4
Li Guangyu 1 1 0 0 0 No 0
Pan Qingzhong 8 800 No 3
In 2021, the company held 9 meetings of the board of directors and 4 meetings of the general meeting of shareholders. We carefully reviewed the meeting proposals and relevant materials, actively communicated with the company's management, participated in the discussion of various proposals and put forward suggestions, and exercised our voting rights cautiously and independently. We believe that the convening and convening procedures of the board of directors and general meeting of shareholders in 2021 comply with the provisions of the company law and the articles of association, and the necessary procedures have been performed for decisions on major issues. Therefore, we voted for all the proposals of the above meeting.
（2） Operation of the special committee
The board of directors of the company sets up various special committees (Strategy Committee, audit committee, remuneration and assessment committee and Nomination Committee) to standardize the operation. As a member of the special committee of the board of directors, in accordance with the provisions of relevant laws and regulations and the articles of association, and in combination with the actual situation of the company, we convened and participated in the meeting of the special committee. The Special Committee deliberated on major matters of the company and put forward opinions and suggestions to the board of directors after reaching opinions. During the reporting period, the special committee of the board of directors held 9 meetings, including 6 meetings of the audit committee, 2 meetings of the remuneration and assessment committee and 1 meeting of the nomination committee. The independent directors who served as members of the special committee attended the meeting.
During the reporting period, the attendance of independent directors at the meetings of special committees of the board of directors is as follows:
Audit committee remuneration and assessment committee Nomination Committee
Year 2021
(Times) (Times) (Times)
Number of meetings 6 2 1
Beek 6 2-
Wang chunfei 2 1
Li Guangyu -- 0
Pan Qingzhong 4 - 1
（3） Site investigation
During the reporting period, we made full use of our participation in the board of directors, shareholders' meeting or other working hours to conduct field visits to the company to understand the company's operation and the progress of major events; At the same time, we maintain communication with other directors, senior executives and relevant staff of the company through telephone, talks and other forms, deeply understand the management and financial situation of the company, provide reasonable suggestions for the standardized operation of the company, and promote the scientificity and objectivity of the decision-making of the board of directors.
(IV) the company's cooperation with independent directors
In order to ensure that the independent directors can effectively exercise their functions and powers, the company provides us with necessary conditions, can communicate with us in time on major matters such as the company's production and operation, and can timely supplement or explain the supplementary information we require, providing necessary cooperation and support for the independent directors to perform their duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the deliberation procedures of the company's related party transactions complied with the provisions of relevant laws, regulations, normative documents and the articles of association. The related party transactions met the actual needs of the company and did not harm the interests of the company and minority shareholders.
(II) external guarantee and fund occupation
In 2021, the company did not have any form of external guarantee, nor did it have any external guarantee that occurred in previous years and lasted until 2021, and there was no illegal occupation of the company's funds by related parties.
(III) use of raised funds
During the reporting period, the company reviewed and supervised the use of the company's raised funds in strict accordance with the relevant laws, regulations and normative documents, such as the Listing Rules of Shanghai Stock Exchange's science and innovation board, the self regulatory guidelines of Shanghai Stock Exchange's science and innovation board listed companies No. 1 - standardized operation, and the management system for the special storage and use of raised funds, The company uses the raised funds in a standardized and reasonable manner in accordance with relevant requirements.
The seventh meeting of the second board of directors of the company deliberated and approved the proposal on using the raised funds to replace the self owned funds invested in the raised investment projects in advance and pay the issuance expenses; The 10th meeting of the 2nd board of directors deliberated and approved the proposal on the special report on the deposit and use of raised funds in 2020, the 12th meeting of the 2nd board of directors deliberated and approved the proposal on the change of some raised investment projects of the company, and the 13th meeting of the 2nd board of directors deliberated and approved the proposal on the use of temporarily idle raised funds for cash management of the company Proposal on the special report on the deposit and use of raised funds in the half year of 2021. Among them, the proposal on the special report on the deposit and use of raised funds in 2020 was submitted to the 2020 annual general meeting for deliberation and approval, and the proposal on the change of some raised investment projects of the company was submitted to the second extraordinary general meeting of shareholders in 2021 for deliberation and approval. After understanding and verification, the above-mentioned management and use of raised funds do not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company, especially the interests of small and medium-sized shareholders, which is in line with the needs of the development interests of the company, and is conducive to improving the fund use efficiency of the company and obtaining a good return on investment. The information on the storage and use of raised funds disclosed by the company is consistent with the actual situation, and has faithfully fulfilled the obligation of information disclosure. We have expressed our independent opinion on this.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
The 10th meeting of the second board of directors of the company deliberated and approved the proposal on the implementation of the remuneration of senior managers of the company in 2020 and the remuneration standard in 2021. The remuneration of senior managers of the company in 2021 is formulated according to the remuneration level of the company's industry and scale and in combination with the actual operation of the company, which is conducive to strengthening the diligence and responsibility of senior managers of the company, Promote the company to improve work efficiency and operating efficiency, meet the needs of the company's long-term development, and do not damage the interests of the company and minority shareholders.
(VI) performance forecast and performance express
On February 26, 2021, the company issued the 2020 annual performance express. The information disclosure procedures are legal and effective, in line with the provisions of the company law, the articles of association and relevant laws and regulations.
(VII) appointment or replacement of accounting firms
The 10th meeting of the second board of directors of the company deliberated and approved the proposal on the renewal of the company's audit institution in 2021, which was submitted to the general meeting of shareholders for deliberation and approval. The review procedures of the accounting firm employed by the company are legal and effective, and comply with the provisions of the company law, the articles of association and relevant laws and regulations.
(VIII) cash dividends and other investor returns
During the reporting period, the proposal on the 2020 annual profit distribution plan was deliberated and adopted at the 10th meeting of the second board of directors and the 2020 annual general meeting of shareholders. After verification, the company's 2020 annual profit distribution plan is in strict accordance with the company law, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the articles of association and other relevant provisions, and fully considers various factors such as the company's operation, shareholder return and future development, which is in line with the current actual situation of the company. The implementation of the plan is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders. As an independent director, we agree to the profit distribution plan.
(IX) equity incentive
During the reporting period, the seventh meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021 deliberated and adopted relevant proposals on the incentive plan of restricted shares in 2021; The eighth meeting of the second board of directors of the company deliberated and approved the proposal of granting restricted shares to incentive objects. After verification, the assessment system of the company's incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the incentive plan; This restricted stock incentive plan is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders; The incentive objects granted by the company's restricted stock incentive plan meet the conditions for becoming restricted stock incentive objects specified in laws, regulations and normative documents.
(x) performance of commitments of the company and shareholders
In 2021, the company, its actual controllers, controlling shareholders, shareholders holding more than 5%, directors, supervisors, senior managers, core technicians and other subjects well fulfilled their commitments, and there was no violation of their commitments.
（11） Implementation of information disclosure
In 2021, the company performed the obligation of information disclosure in strict accordance with the relevant laws and regulations such as the measures for the administration of information disclosure of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the company's information disclosure management system, and was able to disclose the relevant information of the company in a true, accurate, complete and timely manner. No false records, misleading statements or major omissions were found. During the reporting period, the company disclosed 4 regular reports and 55 interim reports.
（12） Implementation of internal control
During the reporting period, the company established and improved the internal control system, steadily promoted the construction of the internal control system, evaluated the effectiveness of the company's internal control and issued the company's internal control evaluation report in accordance with the requirements of normative documents such as the basic norms of enterprise internal control and the guidelines for internal control of listed companies. Based on our understanding of the company's current internal control system and its implementation, we believe that the evaluation report truly and objectively reflects the company's internal control system
