Hc Semitek Corporation(300323)
Independent director Han Hongling's 2021 work report
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
During my tenure, the company held 6 board meetings and 2 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' on-site attendance at the meeting entrusted by the corresponding party during the reporting period whether the absent directors attended the meeting of the board of directors twice in a row in the name of the shareholders should attend the meeting of the board of directors times of attending the meeting of the board of directors times of not attending the meeting of the board of directors in person times of meetings of the board of directors times of meetings of the board of directors times of meetings of the board of directors
Han Hongling 6 6 0 0 0 0 No 2
2、 Giving prior approval opinions and independent opinions
During the period, I gave prior approval and independent opinions on the following matters of the company, as follows: 1. On January 23, 2021, at the 10th meeting of the Fourth Board of directors of the company, the proposal on the company and its subsidiaries providing guarantee 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 Independent opinions explicitly agreed by the proposal on the measures for the administration of the implementation of the Hc Semitek Corporation(300323) 2021 restricted stock incentive plan, the proposal on the formulation of 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. 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.
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 audit committee and the chairman of the remuneration and assessment committee of the Fourth Board of directors of the company, 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 audit committee of the Fourth 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 audit committee of the board of directors. During my tenure, I timely convened relevant meetings to review the construction of the company's internal control system, financial audit and other matters, and put forward constructive opinions. Keep full communication with the company's annual audit accounting firm, listen to the annual work report of Certified Public Accountants of the accounting firm, and exchange in-depth opinions. Regularly consult the company's financial statements and operating data, and earnestly perform the duties of independent directors in the preparation and audit of the company's annual report.
2. As the chairman of the remuneration and assessment committee of the Fourth Board of directors, I actively participated in the meetings of the remuneration and assessment committee. During the term of office in 2021, in accordance with the relevant requirements of the independent director system and the working rules of the remuneration and assessment committee of the board of directors, I carefully considered various proposals and relevant materials, reviewed the remuneration policies and schemes of directors (non independent directors) and senior managers, assessed senior managers and put forward suggestions, and earnestly performed the duties of the remuneration and assessment committee.
4、 On site investigation of the company
In 2021, I made an on-site visit to the company, listened carefully to the reports of the company's management on the company's operation, financial status, construction and implementation of internal control system, and had in-depth exchanges and discussions with the company's operation and management on how to promote the standardized operation and healthy development of the company. And keep close contact with other directors, senior managers and relevant staff of the company to learn about the progress of major matters of the company in time. Always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, pay attention to the impact of capital market fluctuations on the company, and earnestly perform the duties of independent directors.
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 diligently perform the duties of independent directors, actively participate in relevant meetings of the company, pay attention to the construction and implementation of the company's production and operation status, financial management, internal control and other systems, and timely understand the company's business status and possible business risks; Carefully review the matters considered by the board of directors of the company, ask and consult the relevant materials of the company when necessary, and exercise the voting right independently, objectively and impartially, which promotes the scientificity and objectivity of the decision-making of the board of directors.
6、 Training and learning
Since I became an independent director, I have actively studied relevant laws, regulations, rules and regulations, deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, further improved my professional level, strengthened communication with other directors, supervisors and management, and improved my deliberative ability, Objectively and fairly protect the legitimate rights and interests of investors, especially minority shareholders, and play a due role in promoting the steady operation of the company.
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.
As an independent director of the company, I am diligent and conscientious, earnestly perform the obligations of independent directors, give full play to the role of independent directors, and protect the legitimate rights and interests of all shareholders, especially minority shareholders. Use their professional knowledge and experience to provide more opinions and suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, and promote the sustainable, healthy and stable development of the company.
Hereby report, thank you!
Signature of independent director:
April 11, 2022
