Guangdong Ellington Electronics Technology Co.Ltd(603328)
Report on the work of independent directors in 2021
As an independent director of the 5th board of directors of Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as “the company”), in 2021, we were conscientious, faithful and in strict accordance with the requirements of relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and the provisions of the articles of association and the working system of independent directors of the company Perform their duties diligently, participate in the company’s decision-making objectively, independently and impartially, fully understand the company’s operation and pay attention to the company’s sustainable development, give full play to their professional advantages, actively provide advice for the company’s long-term development and management, ensure the fairness and effectiveness of the decision-making of the board of directors, safeguard the overall interests of the company, safeguard the interests of all shareholders, especially small and medium-sized shareholders, and promote the standardized operation of the company. The performance of our duties as independent directors in the past year is reported as follows:
1、 Basic information
As independent directors of the company, we all have professional qualifications and capabilities and have accumulated rich experience in our professional fields. Our specific situation is as follows:
(I) personal work experience, professional background and part-time work
Hu Weihua, bachelor degree, accountant title, certified public accountant (non professional). Successively served as accountant in charge and financial manager of meggitt North Electro-Optic Co.Ltd(600184) Co., Ltd; Financial director of Dahang Technology (Shenzhen) Co., Ltd; Financial director of Wuhan Guangdi Agricultural Technology Co., Ltd; Chief financial officer, deputy general manager and executive deputy general manager of Songde smart equipment Co., Ltd; He is currently the chief financial officer and deputy general manager of Shenzhen winning Supply Chain Technology Group Co., Ltd; Independent director of Shenzhen Ruineng Industrial Co., Ltd. and independent director of Guangdong Zhixin Photoelectric Technology Co., Ltd; He has been an independent director of the company since December 2019.
Deng Chunchi, graduate degree. He has successively served as a full-time lawyer of Guangdong qianlihang law firm; Full time lawyer of Guangdong weigexin law firm; Full time lawyer of Guangdong Guoxin law firm; He is now the founding partner lawyer of Guangdong Zhongyi law firm. He has been an independent director of the company since December 2019.
He Wei, master of Applied Chemistry, Department of chemistry, Chongqing University. He has successively served as lecturer and deputy director of chemistry teaching and Research Office of University of Electronic Science and technology; Visiting scholar in electrochemical laboratory, Department of chemistry, University of Florence, Italy; Director, associate professor and professor of Chemistry Department of University of Electronic Science and technology; Visiting professor, Department of chemistry, University of Florence, Italy; Dean, professor and doctoral advisor, Department of Applied Chemistry, School of microelectronics and solid state electronics, University of Electronic Science and technology of China; From January 2018 to now, he has been a professor and doctoral supervisor of the school of materials and energy of University of Electronic Science and technology of China; Since October 2007, concurrently served as the director of Zhuhai branch of State Key Laboratory of electronic thin films and integrated devices; Since March 2015, he has also served as the director of the education and Training Committee of China Electronic Circuit Industry Association; He has been a consultant of China Electronic Circuit Industry Association since March 2017 and an independent director of the company since December 2021.
Liang muchun, bachelor degree, economist. Successively served as the person in charge of the business department of China Galaxy Securities Co.Ltd(601881) securities Zhongshan branch Zhongshan Public Utilities Group Co.Ltd(000685) Secretary of the board of directors. He is currently the Secretary General of Zhongshan Securities Association. From December 2019 to December 2021, he served as an independent director of the company.
Our work experience, professional background, part-time work and independence meet the requirements of relevant laws and regulations of listed companies, and there is no situation affecting their independence.
(II) whether there is any situation affecting independence
1. As independent directors of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, do not directly or indirectly hold 1% or more of the issued shares of the company, are not the top ten shareholders of the company, do not work in the shareholder units that directly or indirectly hold 5% or more of the issued shares of the company, and do not work in the top five shareholder units of the company;
2. As an independent director of the company, we have not provided financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and have not obtained additional and undisclosed interests from the listed company, its major shareholders or interested institutions and personnel.
Therefore, there is no situation affecting independence.
2、 Summary of annual performance
1. Attendance:
(1) Attendance of the board of directors and the general meeting of shareholders
In 2021, we attended the board of directors on time and faithfully performed the duties of independent directors. During the reporting period, the company held 8 meetings of the board of directors and 3 general meetings of shareholders. The details are as follows:
Participation in the board of directors and shareholders’ meeting
Independent meeting
Whether the directors should participate in the company in person this year
Name plus the attendance of the board of directors. He was absent twice and did not attend the shareholders’ meeting in person
Number of seats number of times of self attendance
Discuss
Hu Weihua 8 800 No 3
Deng Chunchi 8 8 0 0 0 No 3
Liang muchun 7 7 0 0 0 No 3
(former)
What is 1 1 0 0 0 No 0
(2) Attendance at meetings of special committees of the board of directors
The 5th board of directors of the company has established four special committees: strategy, nomination, salary and assessment and audit. In accordance with the relevant requirements of the standards for the governance of listed companies, and in accordance with the relevant provisions of the detailed rules for the work of the strategy committee of the board of directors, the detailed rules for the work of the nomination committee of the board of directors, the detailed rules for the work of the members of the audit and Planning Committee of the board of directors and the detailed rules for the work of the remuneration and assessment committee of the board of directors, and in accordance with the professional expertise of each independent director, serve as the chairman of the remuneration and assessment committee Chairman of the audit committee and chairman of the nomination committee. As a member of the special committee under the 5th board of directors of the company, we made full use of our professional knowledge and practical experience in enterprise management, accounting and law to participate in the deliberation and decision-making of major matters of the company. During our term of office, the audit committee held five meetings to deliberate on the company’s financial and accounting statements, related party transactions, changes in accounting policies, renewal of accounting firm and other matters, Supervise the financial situation of the company; The strategy committee held three meetings, which mainly considered the company’s 2020 profit distribution plan, the extension of the construction of investment projects with raised funds, the revision of the articles of association and other matters; The salary and assessment committee held a meeting to discuss the current assessment methods and salary levels of the company’s directors and senior managers; The nomination committee held two meetings to review the size and personnel structure of the company’s board of directors and the qualifications of the management, and give opinions on the addition of non independent directors and independent directors.
The independent directors and members of the above meeting attended the meeting in person and performed their corresponding duties.
3. As an independent director of the company, we have an in-depth understanding of the company’s production and operation management, the implementation of resolutions of the board of directors, financial management, business development and the progress of raised investment projects, and actively participate in the company’s daily work; Strengthen communication with directors, supervisors, senior managers, internal audit department and Accountants of the company, pay attention to the operation and governance of the company, and provide independent and professional suggestions. Supervise and verify the performance of directors and senior executives, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decisions of the board of directors and the general meeting of shareholders, and effectively safeguard the interests of the company’s shareholders.
4. Before holding relevant meetings, we take the initiative to understand and obtain the information and materials needed to make decisions, and review the meeting documents and relevant materials in detail. At the meeting, we carefully considered each topic, actively participated in the discussion and put forward reasonable suggestions and opinions, made independent voting opinions with professional ability and experience, provided advice for the long-term development and effective management of the company from an objective and fair position, and effectively safeguarded the interests of the majority of minority shareholders.
3、 Key issues of annual performance
1. Related party transactions
During the reporting period, the related party transactions of the company were mainly the leasing of factory buildings and underground truck parking spaces from the related party Tengda real estate by Eaton Hong Kong, a wholly-owned subsidiary of the company. As an independent director of the company, we strictly follow the requirements of the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the company’s decision-making system for related party transactions, and judge whether the related party transactions of the company are necessary, objective, beneficial to the company, fair and reasonable pricing, and damage the interests of the company and shareholders according to objective standards, We believe that the pricing of the company’s related party transactions is fair and in line with market standards, and there are no cases that damage the interests of the company and minority shareholders, such as interest transmission. 2. External guarantee and fund occupation
(1) Information on capital transactions of related parties of the company
As an independent director of the company, we carefully reviewed the capital transactions of related parties during the reporting period of the company. We believe that the company can seriously implement relevant laws and regulations. During the reporting period, there was no situation that the controlling shareholders and other related parties occupied the company’s funds, and there was no situation that the funds were directly or indirectly provided to the controlling shareholders and other related parties.
(2) About the company’s external guarantee
Based on the principles of strict self-discipline, standardized operation and seeking truth from facts, we have carefully inspected the external guarantee of the company. As of December 31, 2021, the accumulated and current external guarantee amount of the company is zero. Therefore, the company does not need to reveal the risks of external guarantee, and will not bear the guarantee liability due to the default of the guaranteed party’s debt. We believe that the company can strictly implement the provisions on external guarantee in the articles of association, strictly control the risk of external guarantee, and there is no illegal external guarantee. At the same time, the company has formulated the external guarantee system, which clearly standardizes the approval authority, approval procedures and information disclosure of the company’s external guarantee, and strictly controls the risk of external guarantee. 3. Deposit and use of raised funds
During the reporting period, the company postponed the construction of the project invested by the raised funds according to the actual situation. We believe that it is in the long-term interests of the company to take a cautious attitude and appropriately adjust the investment progress of raised investment projects according to the use progress of raised funds and the actual situation of project construction. The extension of this raised investment project does not involve the change of the implementation subject, implementation method and main investment content, and there is no situation of changing the investment direction of the raised funds in a disguised form, or damaging the interests of the shareholders of the company due to improper change, which is in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies issued by the CSRC The self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the company’s management system for the special storage and use of raised funds and other relevant provisions have legal and effective procedures, which can give better play to the use efficiency of raised funds and comply with the company’s long-term development strategy.
We have carefully checked the relevant reports on the management and use of the raised funds prepared by the company and believe that the storage and use of the raised funds of the company meet the requirements of the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of the raised funds of listed companies, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and the management system for the special storage and use of the raised funds of the company, There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, no illegal use of the raised funds, and no illegal use of the raised funds.
4. Nomination and remuneration of senior management
During the reporting period, we reviewed the candidates nominated by the company, and found that the nomination, deliberation, voting / appointment procedures of the company’s directors and the qualifications of the above-mentioned personnel met the relevant provisions of the company law and the articles of association. Based on the analysis of the remuneration of directors, supervisors and senior managers during the reporting period, we believe that the remuneration of directors, supervisors and senior managers of the company is formulated according to the remuneration level of the company’s industry and scale, combined with the actual operation of the company, in line with the principle of consistency of responsibilities and rights, which is conducive to strengthening the responsibilities of the company’s management and promoting the company to improve work efficiency and operating efficiency, There is no situation that damages the interests of the company and shareholders.
5. Appointment of accounting firms
Based on the fact that Dahua Certified Public Accountants (special general partnership) has fulfilled its duties in providing audit services for the company, followed the professional standards of independence, objectivity and impartiality, and completed various audit tasks with due diligence, we suggest to continue to appoint the Institute as the audit institution of the company in 2021. The company’s 2020 annual general meeting reviewed and approved the renewal of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company’s 2021 annual financial report, and the decision-making procedure of the company’s renewal of Certified Public Accountants is legal and effective.
6. Cash dividends and other investor returns
During the reporting period, we reviewed the company’s profit distribution plan for 2020. We believe that the company’s profit distribution plan has implemented the cash dividend policy in strict accordance with the provisions of the articles of association, and fully considered the company’s current profitability, cash flow, business development needs, capital needs and other factors. At the same time, it can ensure the reasonable return of shareholders and is conducive to the healthy, sustainable and stable development of the company.
7. Performance forecast and performance express
During the reporting period, the company disclosed the announcement on pre reduction of annual performance in 2020. It is estimated that the net profit attributable to shareholders of Listed Companies in 2020 will be 191.84 million yuan to 243.69 million yuan, a decrease of 274.8 million yuan to 326.65 million yuan, a year-on-year decrease of 53% to 63%. The reason is that in the first half of 2020, affected by the epidemic, some orders of customers were delayed and the number of orders decreased, especially in the second quarter. Due to the decline of the company’s product production, the decline of capacity utilization and the increase of unit fixed cost, the gross profit margin of products also decreased. In addition, under 2020
