Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Report on the work of independent directors in 2021
In 2021, as an independent director of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as ” Shenzhen Jpt Opto-Electronics Co.Ltd(688025) ” or “the company”), in accordance with 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, the rules for independent directors of listed companies and other relevant laws and regulations, And the rights and obligations conferred by the articles of association, the working system of independent directors and other relevant systems, actively participate in the meetings of the company’s shareholders’ meeting, the board of directors and various special committees, perform their duties diligently, carefully consider various proposals, give full play to their professional expertise, and put forward reasonable suggestions for the operation and development of the company. By expressing prudent and objective independent opinions on the major issues considered by the board of directors, it provided strong support for the scientific decision-making of the board of directors, promoted the steady, standardized and sustainable development of the company, and effectively safeguarded the legitimate interests of the company and minority shareholders. Now we report our work in 2021 as follows:
1、 Basic information of independent directors
(I) composition of independent directors
During the reporting period, there were 3 independent directors of the second board of directors of the company, including Mr. Zuo Wen, Mr. Lu Ming and Mr. Chen Bin.
(II) personal work experience, professional background and part-time work
He Zuowen, male, born in 1962, Chinese nationality, without overseas permanent residency. He graduated from Central South University of economics and Law (formerly Hubei University of Finance and Economics) with a bachelor’s degree in accounting, and graduated from Xiamen University with a master’s degree in business administration, Chinese certified public accountant and certified tax agent. From July 1983 to January 1996, he served as associate professor, member of the Discipline Inspection Commission and Secretary of the branch of Changsha Electric Power Institute; From January 1996 to December 2002, he served as partner and deputy director of Shenzhen Huapeng accounting firm; From December 2002 to January 2009, he served as director and deputy general manager of Dahua certified public accountants Co., Ltd. (formerly Beijing Zhongtian Huazheng certified public accountants Co., Ltd.), person in charge of Shenzhen Branch and Secretary of the Party branch; Since 2008, he has served as the chairman and general manager of Shenzhen Tianye tax agent Co., Ltd; From January 2009 to January 2011, he served as partner and branch secretary of Lixin certified public accountants; From January 2011 to now, he has served as partner of Dahua certified public accountants and Secretary of the general Party branch of Shenzhen Branch; From December 2013 to now, he has served as deputy secretary and Secretary of Discipline Inspection Commission of Shenzhen certified public accountants industry committee of the Communist Party of China; From December 2016 to now, he has been a member of Shenzhen social organization and Discipline Inspection Committee of the Communist Party of China; From July 2017 to now, he has served as an independent director of Shenzhen textile (Group) Co., Ltd; Since October 2017, he has served as an independent director of Shenzhen Shenzhen Bioeasy Biotechnology Co.Ltd(300942) Co., Ltd; From October 2018 to now, he has served as Shenzhen Tongyi Industry Co.Ltd(300538) independent director; From June 2020 to now, he has served as an independent director of Shenzhen Special Economic Zone Real Estate (Group) Co., Ltd; From June 2017 to now, he has served as Shenzhen Jpt Opto-Electronics Co.Ltd(688025) independent director.
Lu Ming, male, born in 1973, Chinese nationality, without overseas permanent residency. He graduated from Zhongnan University of economics and law with a bachelor’s degree in law, and graduated from Wuhan University with a master’s degree in law. He is a Chinese registered practicing lawyer and a Chinese registered practicing tax agent. From August 1994 to February 2003, he worked as a lawyer, partner and director of Hubei Bashan law firm (formerly Hubei Enshi Wuling law firm); Worked as a lawyer in Guangdong zhengxinhe law firm from March 1, 2003 to March 27, 2005; From March 2005 to July 2020, he worked as a lawyer in Shanghai jintiancheng (Shenzhen) law firm; In August 2020, he worked as a partner in Guangdong legal Shengbang (Shenzhen) law firm.
Chen Bin, male, born in 1975, Chinese nationality, without permanent residency abroad, doctor’s degree. Bachelor degree in electronics and information system from Lanzhou University, master degree in communication and information system from Lanzhou University, and doctor degree in communication from Nanyang University of technology in Singapore. From July 1997 to July 1999, worked as a technician in Shenzhen saibote Industrial Development Co., Ltd; From May 2006 to July 2007, worked as a software engineer in Motorola, Singapore; From September 2007 to now, he has served as a master’s supervisor and associate professor at Shenzhen University. Now he is mainly engaged in scientific research and teaching related to optical network communication.
(III) 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, the articles of association and the working system of independent directors of China Securities Regulatory Commission, and the qualification to serve as independent directors of the company, which can ensure objective and independent professional judgment, and there is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at the meeting
During the reporting period, the company held 16 meetings of the board of directors and 4 meetings of shareholders. The specific attendance of independent directors is as follows:
Participation of major shareholders and directors in the board of directors
Meeting situation
full name
Should attend the shareholders’ meeting in person and entrust the absentee by communication? Whether to attend the shareholders’ meeting for two consecutive times
Number of board meetings number of times of attendance number of times of not attending the meeting in person number of times plus number of meetings
He Zuowen 16 16 0 0 0 0 0 0 0 0 4
Lu Ming 16 0 0 0 0 0 0 4
Chen Bin 16 16 0 0 0 0 No 4
In addition, during the reporting period, the special committee of the board of directors held 10 meetings, including 1 meeting of the strategy committee, 6 meetings of the audit committee and 3 meetings of the remuneration and assessment committee.
As members of the professional committees of the board of directors, we participated in the meetings of the professional committees during our respective terms of office.
During the reporting period, we gave full play to our respective professional roles in a diligent and responsible manner based on the principle of prudence and objectivity. Before the meetings of the board of directors and various special committees are held, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we fully discussed the matters under consideration with other directors, put forward reasonable suggestions to the company with our accumulated professional knowledge and professional experience, and issued relevant written opinions according to the scope of responsibilities of independent directors and special committees, actively promoted the objectivity and scientificity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders. During the reporting period, we voted in favour of all proposals of the board of directors in 2021; All proposals considered by the board of directors in 2021 were voted through.
(II) on site investigation and cooperation of listed companies
During the reporting period, we made full use of the opportunity of attending the on-site meeting of the board of directors and the general meeting of shareholders to conduct on-site investigation of the company. In addition, we maintained close contact with other directors, senior executives and relevant staff of the company through talks, telephone and other means, mastered the operation and standardized operation of the company, and comprehensively and deeply understood the management status, financial status, progress of raised funds and investment projects and other major matters of the company, Pay attention to the impact of external environment and market changes on the company and promote the improvement of the company’s management level.
The management of the company attaches great importance to the communication with us, timely reports the progress of the company’s production and operation and major matters, solicits opinions and listens to suggestions, and can timely implement and correct the problems raised by us, which provides necessary conditions and strong support for us to perform our duties better.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on reviewing the use of raised funds and other matters in accordance with the responsibilities of independent directors in laws and regulations and the company’s rules and regulations. From the perspective of being conducive to the company’s sustainable operation and long-term development and safeguarding the interests of shareholders, we issued objective and impartial independent opinions, which played an important role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, we gave full play to the role of independent directors, checked and commented on the related party transactions of the company in 2021, and believed that the price of related party transactions was fair, the procedures were in compliance, and there was no case of transferring benefits to related parties and damaging the interests of shareholders of the company.
(II) external guarantee and fund occupation
In accordance with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, we have checked the external guarantees of the company. After verification, as of December 31, 2021, the balance of external guarantees of the company and its subsidiaries was 53.975 million yuan, all of which were provided to wholly-owned subsidiaries, required for the normal production and operation of the company, and there were no external guarantees that occurred in the previous period but lasted until the reporting period. The company strictly abides by the relevant provisions of laws and regulations on guarantee matters, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
(III) use of raised funds
During the reporting period, the company used the raised funds in a standardized and reasonable manner in strict accordance with 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 and regulations and normative documents, as well as the relevant provisions of the management system of raised funds of Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. of Shenzhen. The 24th Meeting of the second board of directors deliberated and approved the proposal on the extension of some investment projects with raised funds of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd; The 32nd meeting of the second board of directors deliberated and approved the proposal on the special report on the deposit and use of the company’s raised funds in the half year of 2021 and the proposal on the settlement of some raised investment projects in the initial public offering and the permanent supplement of the surplus raised funds to the working capital; The 36th meeting of the second session of the board of directors deliberated and adopted the proposal on closing some raised investment projects in the initial public offering and permanently replenishing the surplus raised funds with working capital; The 38th meeting of the second board of directors deliberated and approved the proposal on using some idle raised funds for cash management and the proposal on changing the implementation location of some raised investment projects of the company. 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. Therefore, we believe that the deposit and use of the company’s raised funds fully comply with the requirements of relevant laws and regulations, and there are no violations.
(IV) nomination and remuneration of senior managers
During the reporting period, according to the rules of procedure of the remuneration and assessment committee of the board of directors and relevant laws and regulations, and in combination with the company’s 2020 operating performance, management objectives and other aspects, the remuneration and Assessment Committee deliberated and approved the company’s proposal on the remuneration standard of senior managers in 2021 and submitted it to the board of directors for deliberation. After verification, we believe that the proposal complies with relevant laws, regulations and the articles of association. The decision-making process is legal and effective, and there is no damage to the interests of the company and shareholders.
(V) performance express
During the reporting period, the company disclosed the 2020 annual performance express on the website of Shanghai Stock Exchange on February 27, 2021. The above matters comply with the provisions of the company law, the articles of association and relevant laws and regulations. (VI) appointment or replacement of accounting firms
During the reporting period, considering the company’s business development and the needs of overall audit, in order to maintain the consistency and continuity of audit work, the company continued to hire Zhitong Certified Public Accountants (special general partnership) as the company’s audit institution in 2021. We believe that the procedures for the company to hire an accounting firm comply with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and shareholders.
(VII) cash dividends and other investor returns
During the reporting period, the 28th meeting of the second board of directors and the 2020 annual general meeting of shareholders considered and approved the 2020 profit distribution plan. After verification, the company has formulated the annual profit distribution plan for 2020 in strict accordance with the provisions of the articles of association and relevant laws and regulations, based on the long-term and sustainable development of the company, and based on the comprehensive analysis of the industrial business environment, the company’s operation and future business development. The decision-making procedure and mechanism of the company’s 2020 annual profit distribution plan are complete, the dividend standard and proportion are clear and clear, in line with the provisions of the articles of association and relevant review procedures, and fully protect the legitimate rights and interests of small and medium-sized investors. The plan is in line with the company’s business needs and the fundamental interests of the company’s shareholders. As an independent director, we unanimously agree to the profit distribution plan.
(VIII) performance of commitments of the company and shareholders
In 2021, we continued to pay attention to the performance of the commitments made by the company, its controlling shareholders, actual controllers and shareholders to avoid horizontal competition, regulate related party transactions and restrict the sale of shares since the company’s initial public offering and listing in October 2019. We believe that all the above-mentioned relevant commitments can actively and legally fulfill the previous commitments, and no violation of the commitments is found.
(IX) implementation of information disclosure
In 2021, we continued to pay attention to the work related to the company’s information disclosure and urged the company to strictly comply with it《
