Hc Semitek Corporation(300323)
Report on work of independent director Zhong Ruiqing in 2021
Shareholders and shareholder representatives:
As an independent director of Hc Semitek Corporation(300323) (hereinafter referred to as the "company"), I have strictly followed 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 (hereinafter referred to as the "Securities law"), the governance standards of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange In my work in 2021, I scrupulously performed my duties, diligently performed my duties, learned about the operation of the company in detail, faithfully performed the duties of independent directors, and actively attended relevant meetings, Carefully deliberated various proposals of the board of directors and issued prior approval opinions and independent opinions on relevant matters, effectively safeguarding the interests of the company and all shareholders, especially minority shareholders.
I hereby report on my performance during my term of office in 2021 as follows:
1、 Attendance and voting
In 2021, during my tenure, the company held 16 board meetings and 5 general meetings. As an independent director, I carefully considered the proposals submitted to the board of directors during my tenure, maintained full communication with the company's management, actively participated in the discussion and put forward reasonable suggestions, and played a positive role in making scientific decisions for the company's board of directors. During the reporting period, the convening of the board of directors and the general meeting of shareholders of the company complied with the legal procedures, and the relevant examination and approval procedures were performed for major business and other major matters, which were legal and effective. I voted in favour of all proposals and other matters of the board of directors of the company, and there was no objection, objection or waiver.
During my tenure in 2021, my attendance at the board of directors and the general meeting of shareholders is shown in the table below:
Attendance of directors at the board of directors and shareholders' meeting
Independent directors attended the meeting on site in the reporting period as entrusted by the corresponding party. Whether absent directors attended the meeting twice in a row? Should the name of shareholders attend the meeting of the board of directors? The number of times they attended the meeting of the board of directors? The number of times they did not attend the meeting of the board of directors in person? The number of times they attended the meeting of the board of directors
Zhong Ruiqing 16 16 0 0 0 0 No 4
During the period, I gave my prior approval opinions and independent opinions on the following matters of the company. The details are as follows:
1. On January 23, 2021, at the 10th meeting of the 4th board of directors of the company, the proposal on the company and its subsidiaries providing guarantees for subsidiaries within the scope of consolidated statements in 2021, the proposal on Hc Semitek Corporation(300323) 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the implementation of assessment management measures for Hc Semitek Corporation(300323) 2021 restricted stock incentive plan were reviewed The proposal on formulating the remuneration management system for directors, supervisors and senior managers and the proposal on the company's acquisition of part of the equity and related party transactions of Tianjin Gesheng Technology Co., Ltd. issued independent opinions with explicit consent.
2. On January 28, 2021, at the 11th meeting of the 4th board of directors of the company, the independent opinions clearly agreed on the proposal on the proposed long-term settlement and sales of foreign exchange by the company and its holding subsidiaries and the proposal on cash management with its own idle funds were expressed.
3. On March 24, 2021, at the 12th meeting of the Fourth Board of directors of the company, the independent opinions clearly agreed on the proposal on adjusting the list of incentive objects and the number of rights and interests granted for the first time in the 2021 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects in the 2021 restricted stock incentive plan for the first time.
4. On April 12, 2021, the 13th meeting of the Fourth Board of directors of the company issued a prior approval opinion on the proposal on the renewal of the company's 2021 audit institution; The proposal on the evaluation report on internal control in 2020, the proposal on the special report on the storage and use of raised funds in 2020, the proposal on the plan for profit distribution in 2020, the proposal on the renewal of the company's audit institution in 2021, and the proposal on purchasing liability insurance for the company's directors, supervisors and senior managers The independent opinions on the company's external guarantee and the occupation of funds by related parties in 2020. 5. On April 15, 2021, at the 14th meeting of the 4th board of directors of the company, the independent opinions clearly agreed on the proposal on increasing the number of members of the board of directors and amending the articles of association, the proposal on early general election of the board of directors and nomination of candidates for non independent directors of the 5th board of directors, and the proposal on early general election of the board of directors and nomination of candidates for independent directors of the 5th board of directors.
6. On May 6, 2021, at the first meeting of the Fifth Board of directors of the company, the independent opinions clearly agreed on the proposal on the appointment of senior managers and Secretary of the board of directors of the company were expressed.
7. On July 6, 2021, the second meeting of the Fifth Board of directors of the company issued a prior approval opinion on the proposal on signing the financial service agreement and related party transactions between the company and Zhuhai HUAFA Group Finance Co., Ltd; The proposal on using bank acceptance bills to pay for the project funds invested by the raised funds and replacing them with the raised funds in the same amount, the proposal on the signing of financial service agreement and related party transactions between the company and Zhuhai HUAFA Group Finance Co., Ltd., and the proposal on the risk assessment report of related deposit and loan and other financial businesses between the company and Zhuhai HUAFA Group Finance Co., Ltd The proposal on formulating the risk disposal plan for the company and Zhuhai HUAFA Group Finance Co., Ltd. to carry out deposit and loan and other financial businesses issued an independent opinion with explicit consent.
8. On August 13, 2021, at the third meeting of the Fifth Board of directors of the company, the independent opinions explicitly agreed to the proposal on increasing the guarantee amount for the company's wholly-owned subsidiary were issued.
9. On August 27, 2021, at the fourth meeting of the Fifth Board of directors of the company, the independent opinions clearly agreed on the proposal on the special report on the deposit and use of the raised funds in the half year of 2021 and on the occupation of the company's funds by the company's controlling shareholders and other related parties and the company's external guarantee in the half year of 2021. 10. On September 30, 2021, at the sixth meeting of the Fifth Board of directors, the company issued independent opinions with explicit consent on the proposal on the appointment of the Secretary of the board of directors and the proposal on the company's new credit and increase of guarantee line for wholly-owned subsidiaries.
11. On October 29, 2021, the eighth meeting of the Fifth Board of directors of the company issued a prior approval opinion on the proposal on the company's proposed investment in the establishment of Advanced Semiconductor Research Institute and related party transactions; And express explicit and agreed independent opinions on the proposal on granting reserved restricted shares to the incentive objects of the restricted stock incentive plan in 2021 and the proposal on the company's plan to invest in the establishment of Advanced Semiconductor Research Institute and related party transactions.
12. On December 3, 2021, at the 9th meeting of the 5th board of directors, the company issued an independent opinion with explicit consent on the proposal on reusing some idle raised funds to temporarily supplement working capital.
13. On December 31, 2021, at the 10th meeting of the 5th board of directors of the company, the independent opinions explicitly agreed to the proposal on signing the project investment agreement between the wholly-owned subsidiary and the Management Committee of Zhangjiagang Economic and Technological Development Zone.
I believe that the major matters considered by the company in 2021 are in line with the provisions of the company law, securities law and other relevant laws and regulations and the articles of association, reflecting the principles of openness, fairness and impartiality. The procedures for the company to consider and vote 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、 Performance of special committees of the board of directors
The board of directors of the company has four special committees: Strategy Committee, salary and assessment committee, audit committee and Nomination Committee. During the reporting period, as the chairman of the nomination committee and the member of the audit committee of the Fifth Board of directors, I earnestly performed the duties and obligations of the members of the special committees in strict accordance with the provisions of the independent director system, the working rules of the special committees and other relevant systems.
1. As the chairman of the nomination committee of the 5th board of directors, I convened and presided over the meeting in strict accordance with the regulatory requirements. During the term of office in 2021, I carefully considered various proposals and relevant materials in accordance with the relevant requirements of the independent director system and the working rules of the nomination committee of the board of directors. During my tenure, I made suggestions on the selection criteria and procedures of directors and senior executives of the company, and earnestly performed the duties of the nomination committee.
2. As a member of the audit committee of the 5th board of directors, I actively participated in the meeting of the audit committee. During my term of office in 2021, I carefully considered various proposals and relevant materials in accordance with the relevant requirements of the independent director system and the working rules of the audit committee of the board of directors, and earnestly performed the duties of the audit committee. Using my own work experience, I put forward guidance on the preparation of regular reports and special reports during my tenure; Checked the construction and operation of the company's internal control during the reporting period; It also reviewed the internal audit work plan of the company during the reporting period, put forward constructive opinions for the effective development of internal audit, and earnestly fulfilled the responsibilities of the audit committee.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company. Through the opportunity of attending the board of directors and shareholders' meeting, I communicated face-to-face with other directors, supervisors, senior managers and relevant staff of the company, focusing on the production and operation, management, internal control and financial status, and the implementation of resolutions of the board of directors. At the same time, always pay attention to the impact of external environment and market changes on the company, pay attention to the media reports on the company, timely learn the progress of various major matters of the company, master the operation dynamics of the company, and actively put forward professional opinions for the company's decision-making reference.
5、 Work done in protecting the rights and interests of investors
1. Supervision of the company's information disclosure
I continue to pay attention to the company's information disclosure and urge the company to complete the information disclosure in 2021 in a true, complete, timely and fair manner in strict accordance with the relevant provisions of laws and regulations such as the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the articles of association, Fully protect the right to know of corporate investors, especially small and medium-sized investors.
2. Supervision of the company's governance structure and operation management
I actively pay attention to the production and operation status and financial status of the company, timely understand the possible business risks of the company, carefully consult relevant documents and materials for each proposal submitted to the board of directors for deliberation, conduct investigation in time, learn from relevant departments and personnel, and use my professional knowledge to exercise voting rights independently, objectively and impartially, so as to maintain full independence in my work, Effectively safeguard the interests of the company and all shareholders.
6、 Training and learning
Since I became an independent director, I have always focused on learning the latest laws, regulations and rules, actively participated in various forms of training and learning activities of the regulatory authorities and the company, and obtained the qualification certificate of independent director within the required time limit. By constantly deepening my understanding and understanding of relevant laws and regulations, especially those related to the regulation of corporate governance structure and the protection of shareholders' rights and interests of the public, I continuously improve my professional level and professional competence, continuously improve my ability to perform my duties, form the awareness of consciously safeguarding shareholders' rights and interests of the public, and provide better opinions and suggestions for the scientific decision-making and risk prevention of the company, And promote the company's further standardized operation and earnestly safeguard the rights and interests of the company and all shareholders.
7、 Other working conditions
1. During the reporting period, there was no proposal to convene the board of directors;
2. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to perform my duties prudently, seriously, diligently and honestly in accordance with the requirements of relevant laws and regulations and corporate governance system for independent directors, and use my professional knowledge and experience to provide more constructive opinions for the company. It is hoped that under the leadership of the board of directors, the company will maintain the past standardized operation in the coming year, and also hope that the company will operate steadily and repay all shareholders of the company with better operating results.
Hereby report, thank you!
Signature of independent director:
Zhong Ruiqing
April 11, 2022
