Hc Semitek Corporation(300323)
Report on work of independent director Qi Weihong 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 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
Qi Weihong No 4
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 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.
2. 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.
3. 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.
4. 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. 5. 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.
6. 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.
7. On December 3, 2021, at the 9th meeting of the 5th board of directors of the company, the independent opinions explicitly agreed on the proposal on reusing some idle raised funds to temporarily supplement working capital were issued.
8. 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 audit committee and the member of the remuneration and assessment 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 audit 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 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 a member of the remuneration and assessment committee of the 5th 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 reviewed various proposals and relevant materials, reviewed and assessed the remuneration policies and schemes of directors (non independent directors) and senior managers, made 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
Continue to pay attention to the company's information disclosure. I actively supervise the company's information disclosure in strict accordance with laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies, and the company's information disclosure system, so as to ensure the authenticity, accuracy, timeliness and integrity of the company's information disclosure, Fully protect the right to know of corporate 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
Timely understand the operation of the company. I conducted irregular on-site visits to the company in strict accordance with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, maintained positive communication with the company's management and external auditors, deeply understood the construction and implementation of relevant systems such as the company's management status, financial status, use of raised funds and internal control, and timely understood the company's operation and existing risks. I carefully check each proposal considered by the board of directors and exercise my voting rights independently, objectively and prudently on the basis of full understanding.
6、 Training and learning
In order to be a competent independent director and earnestly perform corresponding duties and obligations, I actively study relevant laws, regulations and rules, deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of shareholders of the public, further improve my professional level, strengthen communication with other directors, supervisors and management, and improve my deliberation 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 faithfully perform my duties, actively participate in the decision-making of major items of the company, and offer advice and suggestions for the healthy development of the company. Make use of their professional knowledge and experience to provide constructive suggestions for the development of the company and provide reference for the scientific decision-making of the board of directors.
Hereby report, thank you!
Signature of independent director:
Qi Weihong
April 11, 2022
