Hc Semitek Corporation(300323)
Independent director Lin Jintang’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
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 the spot as entrusted by the corresponding party during the reporting period. Did the absent directors attend the meeting of the board of directors twice in a row? How many times did they attend the meeting of the board of directors? How many times did they not attend the meeting of the board of directors in person
Number of meetings number of meetings number of meetings
Lin Jintong 16 16 0 0 0 0 No 5
2、 Giving prior approval opinions and independent opinions
In accordance with the articles of association, the independent director system and other relevant provisions of laws and regulations, during the reporting period, I gave prior approval opinions and independent opinions on the following relevant matters of the company, 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 remuneration and assessment committee of the Fifth Board of directors, the member of the strategy committee and the member of the nomination committee, 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 remuneration and assessment committee of the 5th board of directors, I actively participated in the meeting 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.
2. As a member of the strategy committee of the 5th board of directors, in accordance with the relevant requirements of the independent director system and the detailed rules of work of the strategy committee of the board of directors, I provided constructive professional opinions on the company’s future development strategy, business positioning, foreign investment and other matters during my tenure.
3. As a member of the nomination committee of the 5th board of directors, during my term of office in 2021, I made suggestions on the selection criteria and procedures of the company’s senior managers and earnestly performed the duties of the nomination committee in accordance with the relevant requirements of the independent director system and the working rules of the nomination Committee of the board of directors.
4、 On site investigation of the company
During my term of office in 2021, I took advantage of the opportunity of attending the meeting to conduct on-site investigation on the company, focusing on the production and operation status, management, internal control and other system construction and implementation of the company, and the implementation of the resolutions of the board of directors; Through telephone and e-mail, keep in constant contact with other directors, senior managers and relevant staff of the company, 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 about the company, timely learn the progress of major matters of the company, master the operation dynamics of the company, and put forward reasonable suggestions for the development and growth of the company.
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 strict accordance with the relevant provisions of the company’s information disclosure system and other laws and regulations, such as the Shenzhen Stock Exchange gem stock listing rules, the Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies. Ensure that the company’s information disclosure is true, accurate, timely and complete, fully protect the right to know of the company’s investors, especially small and medium-sized investors, and safeguard the interests of all shareholders.
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 of the company, I have actively studied relevant laws, regulations and rules, timely mastered relevant policies, continuously improved my ability to perform my duties, especially strengthened my understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of minority shareholders, and strengthened my awareness of legal risks, so as to promote the further standardized 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.
In 2022, I will continue to abide by relevant laws, regulations, normative documents, the articles of association and other provisions and requirements for independent directors, be diligent and responsible, and use my professional knowledge and experience to provide more constructive suggestions for the company’s development strategy, internal control and management optimization, provide reference opinions for the decision-making of the board of directors, and strengthen communication with other directors, supervisors and management, Actively and effectively perform the duties of independent directors and safeguard the interests of minority shareholders.
Hereby report, thank you!
Signature of independent director:
Lin Jintong
April 11, 2022
