Shanghai Sk Automation Technology Co.Ltd(688155)
Report on the work of independent directors in 2021
In 2021, as an independent director of Shanghai Sk Automation Technology Co.Ltd(688155) (hereinafter referred to as “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 powers and obligations conferred by the Shanghai Sk Automation Technology Co.Ltd(688155) articles of Association (hereinafter referred to as the “articles of association”), the working system of independent directors and other relevant systems, actively participate in the general meeting of shareholders, the board of directors and the meetings of various special committees, perform their duties diligently, actively consider various proposals, give full play to their professional expertise, put forward reasonable suggestions for the operation and development of the company, and make prudent and Objective independent opinions provide strong support for the scientific decision-making of the board of directors, promote the steady, standardized and sustainable development of the company, and effectively safeguard 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) personal work experience, professional background and part-time work
Mr. Lu Peng (independent director): Chinese nationality, without overseas permanent residency, born in August 1968, with a doctoral degree. From 1990 to 1993, he served as assistant procurator of the people’s Procuratorate of Xinjiang Changji Hui Autonomous Prefecture; Since 1996, he has been a teacher and professor of the Law School of Tongji University. He was a visiting scholar at the German Institute of private law in Cologne from 2004 to 2003; From 2007 to 2010, he served as a postdoctoral researcher in the research center of foreign legal history of East China University of political science and law; From 2011 to 2013, he served as assistant to the president of Guizhou Normal University. He has been an independent director of the company since January 2016.
Mr. Wang Hongxiang (independent director): Chinese nationality, without overseas permanent residency, born in March 1956, with a master’s degree. From July 1983 to December 1998, he successively served as a teacher and associate professor of the accounting department of Shanghai University of Finance and economics; From December 1998 to September 2016, he served successively as deputy chief accountant and manager of Finance Department of Shenneng (Group) Co., Ltd. and chairman of Shenneng Group Finance Co., Ltd. and retired in October 2016. He has been an independent director of the company since June 2016.
Mr. Wang Zhong (independent director): Chinese nationality, without overseas permanent residency, born in October 1967, bachelor degree. From 1990 to 1993, he worked in the legal department of Fushun Administration for Industry and commerce; From 1993 to 1997, he worked in Fushun No. 1 law firm; Worked in Fushun Bida law firm from 1997 to 2000; Worked in Shanghai Guanghai law firm from 2000 to 2002; Since 2002, he has served as the director of Beijing Kyoto (Shanghai) law firm. He has been an independent director of the company since June 2017.
(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, nor in its affiliated enterprises, nor provide financial, legal, consulting and other services 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 detailed rules for the work 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 of the board of directors
During the reporting period, the company held 12 meetings of the board of directors. The specific attendance is as follows:
Participation in the board of directors
director
Name should attend the board of directors in person, whether the number of times of entrusted attendance is not absent for two consecutive times
Number of times to attend the meeting in person
Lu Peng 12 0 0 no
Wang Hongxiang 12 0 0 no
Kings 12 0 no
In addition, during the reporting period, each special committee of the board of directors held 10 meetings, including 4 meetings of the audit committee, 4 meetings of the Remuneration Committee and 2 meetings of the nomination committee. The details are as follows:
Meeting date meeting content meeting deliberation proposal
Audit Committee of the second board of directors
Audit of the second session of the board of directors in February 2021 1 1. Proposal of the 10th meeting of the Committee on February 24 on the company’s 2020 annual report and summary;
2. Proposal on the change of accounting policies of the company;
3. Proposal on the performance report of the audit committee of the board of directors in 2020
Audit of the second session of the board of directors in April 2021 1 1. Proposal of the 11th meeting of the Committee on April 27 of the company’s report for the first quarter of 2021
Discuss
Audit of the second session of the board of directors in August 2021 1 1. Proposal of the 12th meeting of the Committee on August 24 on the company’s semi annual report and summary in 2021
Discuss
Audit of the second session of the board of directors in October 2021 1 1. Proposal of the 13th meeting of the Committee on the 27th meeting of the third quarter report of the company in 2021;
Discussion 2. Proposal on renewing the appointment of accounting firms
Remuneration Committee of the second board of directors
Remuneration of the second board of directors in February 2021 1. Proposal on confirming the remuneration of directors of the company in 2020 at the fifth meeting of the Committee on February 24;
2. Proposal on confirming the remuneration of senior managers of the company in 2020;
3. Proposal on confirming the remuneration of supervisors of the company in 2020
Remuneration of the second board of directors in March 2021 1 1. Proposal on the sixth meeting plan (Draft) of the company’s restricted stock incentive plan on March 19, 2021 and its summary;
2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021;
3. Proposal on verifying the list of some incentive objects first granted by the company’s restricted stock incentive plan in 2021
Remuneration of the second board of directors in April 2021 1 1. Proposal on adjusting the list and number of incentive objects granted for the first time at the seventh meeting of the Committee on April 6, 2021;
2. Proposal on granting restricted shares to incentive objects for the first time
Remuneration of the second board of directors in November 2021 1 1. Proposal on adjusting the grant price planned at the eighth meeting of the company’s restricted stock incentive Committee on November 11, 2020;
2. Proposal on the cancellation of some granted but not vested restricted shares in 2020;
3. Proposal on meeting the vesting conditions in the first vesting period of 2020 restricted stock incentive plan
Nomination Committee of the second board of directors
In June 2021, the second board of directors nominated 1. Proposal on the appointment of the company’s executive deputy general manager; The second meeting of the Committee on June 19 2. Proposal on the appointment of deputy general manager of the company
Proposal on appointment of deputy general manager of the company nominated by the second board of directors in November 2021
Third meeting of the Committee
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 meeting of the board of directors and each special committee, we conducted a more comprehensive investigation and understanding of the matters considered at the meeting, and asked 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 favor of all the proposals of the board of directors in 2021, and all the proposals considered by the board of directors in 2021 were voted and passed.
(II) site investigation
During the reporting period, we made full use of the opportunity of attending the board of directors and shareholders’ meetings to conduct on-site visits to 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, in accordance with the requirements of laws and regulations and the company’s rules and regulations on the responsibilities of independent directors, we focused on the audit of the company’s daily connected transactions, appointment of accounting firms, external guarantees and other matters. 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
On February 26, 2021, the company held the 18th meeting of the second board of directors and the 13th meeting of the second board of supervisors, and passed the proposal on the prediction of the company’s daily connected transactions in 2021. After verification, we believe that the company’s expected daily connected transactions in 2021 belong to the company’s normal business behavior and meet the actual needs of the company’s production, operation and development, The company’s daily connected transactions comply with the relevant provisions of national laws and regulations, and the pricing policy follows the principles of fairness, impartiality and integrity, which will not damage the interests of minority shareholders. The procedures for convening and convening meetings to review daily related party transaction proposals comply with relevant laws, regulations and the relevant provisions of the articles of association. When considering this connected transaction, the connected directors avoided the original
(II) external guarantee and fund occupation
As of December 31, 2021, the balance of external guarantee of the company is RMB 0. The company does not provide guarantee for controlling shareholders and other related parties, unincorporated units or individuals, nor does it occupy funds.
(III) use of raised funds
During the reporting period, the company held the 17th meeting of the second board of directors and the 12th meeting of the second board of supervisors on January 22, 2021, and deliberated and adopted the proposal on using some over raised funds to invest in the construction of Changsha high-end intelligent manufacturing equipment R & D and manufacturing project. As an independent director of the company, he expressed his agreed independent opinions on this matter.
On August 26, 2021, the company held the 24th Meeting of the second board of directors and the 19th meeting of the second board of supervisors, deliberated and adopted the proposal on using part of the temporarily idle raised funds for cash management respectively, and agreed that the company should use part of the temporarily idle raised funds up to RMB 380 million for cash management.
The company strictly complies with relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies
