Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
Report on the work of independent directors in 2021
As an independent director of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as "the company"), in strict accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the rules for independent directors of listed companies and the provisions of the articles of association and the working system for independent directors of the company, in our work in 2021, we are honest Diligently and conscientiously perform their duties, actively participate in the meetings of the general meeting of shareholders, the board of directors and all special committees of the board of directors, ensure the independence of exercising their duties, and earnestly safeguard the interests of the company and all shareholders, especially the legitimate rights and interests of minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Xue Wenjin, Chinese nationality, without permanent residency abroad, senior engineer. Mr. Xue Wenjin once served as the deputy director of the display Research Office of the 31st Institute of the Ministry of electronic industry; Director and executive deputy director of the planning department of the 55th Institute of the Ministry of electronics and the national flat panel display engineering technology research center; Deputy chief engineer of Shenzhen Science and Technology Industrial Park Corporation; Chief engineer of Nanjing RUIFUDA Microelectronics Technology Co., Ltd; He is currently the vice president, consultant and director of the expert committee of Nanjing flat panel display industry association. Since August 2019, he has served as an independent director of the company.
Geng Aihua, Chinese nationality, without permanent residency abroad, bachelor degree, certified public accountant. Ms. Geng Aihua once worked in Kunshan Development Zone Construction Group Company as an accountant of the finance department; Cherry kitchen (China) Co., Ltd. as the auditor of the audit room; Kunshan minghuitang leather goods Co., Ltd., manager of logistics department; Deputy general manager of Yongyu management consulting (Suzhou) Co., Ltd; At present, he is the executive director and general manager of Kunshan Huiqin certified public accountants Co., Ltd. and the project manager, Department Manager and partner of the third Audit Department of Suzhou Wanlong Yongding certified public accountants Co., Ltd. Since August 2019, he has served as an independent director of the company.
Jian Tingxian, Taiwan, China, Ph. D. Mr. Jian Tingxian once worked in South Asia Technology Co., Ltd. as the project manager of R & D center; Hanyu Caijing Co., Ltd., senior director of R & D center; Hanyu Caijing Co., Ltd., deputy general manager of the general manager office; He is currently the chairman of Zhida Co., Ltd. in Formosa and the consultant of Bodle Technology (Oxford). Since August 2019, he has served as an independent director of the company.
(II) independence description
As an independent director of the company, we have not held any other positions in the company except for independent directors, and are directly related to financial, legal, consulting and other services. We have the independence and qualification to serve as independent directors required by the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, the articles of association and the working system of independent directors of the CSRC, and can ensure objective and independent professional judgment without affecting our independence.
2、 Summary of annual performance of independent directors
(I) attendance
Participation in the board of directors and the general meeting of shareholders
Name number of attendance in this year number of absences number of attendance at shareholders' meeting
Number of board meetings
Xue Wenjin 4 0 1 1
Geng Aihua 4 4 0 1 1
Jian Tingxian 4 0 1 1
In 2021, the company held 4 meetings of the board of directors and 1 general meeting of shareholders, all of us attended in person, and there was no absence or failure to attend the meeting in person for two consecutive times; The company held 4 audit committees, 2 remuneration and assessment committees and 1 nomination committee, and relevant independent directors attended the meeting in person. We believe that the convening and holding of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, the relevant approval procedures have been performed for major matters, and the management of the company can implement the relevant work in accordance with the requirements of the resolution. We carefully reviewed the proposal materials with an independent, objective and prudent attitude, and voted in favor of all the proposals considered by the board of directors and professional committees of the company this year; Use their own professional knowledge and experience to express professional opinions, play an active role in making correct decisions for the board of directors, and strive to safeguard the legitimate rights and interests of the company and shareholders, especially minority shareholders. (II) on site investigation and cooperation of the company
We make full use of our participation in the board of directors, shareholders' meetings and other working hours to conduct on-site visits to the company; At the same time, keep communication with the company and accountants through reading materials, telephone, meeting and communication, and actively pay attention to the implementation of the resolutions of the board of directors, the implementation of information disclosure, the construction and implementation of internal control system and the progress of major matters, so as to provide reasonable suggestions for the standardized operation of the company and promote the scientificity and objectivity of the decision-making of the board of directors.
In order to ensure the effective exercise of powers by independent directors, the company has provided us with necessary conditions. Before the convening of the board of directors and relevant meetings, the company carefully organizes the preparation of meeting materials and timely and accurate transmission, provides accurate and complete materials for independent directors to fully understand the company's daily operation and corporate governance, and can timely communicate with us on major matters such as the company's production and operation, We can timely supplement or explain the supplementary information we require, actively cooperate with the work of independent directors, and provide convenience for the work of independent directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the related party transactions between the company and related parties are necessary for the normal operation of the company, comply with the principles of resources, equivalence and compensation, have fair and reasonable pricing, have fulfilled relevant approval procedures, and there is no damage to the interests of the company and other shareholders.
(II) external guarantee and fund occupation
During the reporting period, the company provided guarantees for wholly-owned subsidiaries, accepted guarantees from controlling shareholders and provided full counter guarantees to controlling shareholders. The above guarantees and counter guarantees were in line with the company's overall development strategy and interests, the risks were generally controllable, the decision-making procedures were legal and compliant, and there was no damage to the interests of the company and shareholders. It is verified that there is no non operational occupation of funds by controlling shareholders and other related parties in 2021.
(III) use of raised funds
During the reporting period, we verified the deposit and use of the company's raised funds in 2021 in accordance with laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the company's raised funds management system, It is considered that the deposit and actual use of the company's raised funds comply with the relevant provisions of the CSRC and the Shanghai Stock Exchange, the raised funds are stored and used in a special account, the approval procedures are in compliance, the actual use of the company's raised funds is consistent with the relevant contents disclosed in the company's temporary announcement, periodic report and other information disclosure documents, and there is no situation of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders.
(IV) nomination and remuneration of directors and senior managers
During the reporting period, the company's directors' departure, selection, review and decision-making procedures were standardized. The remuneration scheme of directors and senior managers is formulated based on the current industry and region's remuneration level, the company's annual operating conditions and post responsibilities. The scheme is reasonable, the disclosed remuneration is consistent with the actual payment, complies with the relevant provisions of the articles of association and the company's internal management system and the needs of the company's long-term development, and there is no situation that damages the interests of the company and shareholders.
(V) performance forecast and performance express
The company disclosed the announcement of Infovision Optoelectronics (Kunshan) Co.Ltd(688055) 2020 annual performance express on February 26, 2021. The release of the company's performance express complies with the provisions of the company law, the articles of association and other relevant laws and regulations; During the reporting period, the company did not issue performance forecast.
(VI) appointment or replacement of accounting firms
During the reporting period, the company did not change its accounting firm. In order to ensure the continuity and integrity of the company's audit work, the company employs Daxin Certified Public Accountants (special general partnership) as the company's financial audit institution in 2021. We have issued prior approval opinions and independent opinions on this matter and believe that it can meet the requirements of the company's audit work and will not damage the interests of the company and shareholders. The review procedures of the accounting firm employed by the company are legal and effective, and comply with the provisions of the company law, the articles of association and relevant laws and regulations.
(VII) cash dividends and other investor returns
During the reporting period, based on the long-term sustainable development, the company formulated the profit distribution plan for 2020 by comprehensively considering the development trend of the industry, the company's operation status, business development, capital demand, etc. After being deliberated and approved by the 12th meeting of the first board of directors and the 2020 annual general meeting of shareholders, the implementation has been completed on July 30, 2021. We believe that the dividend standard and proportion of the company's profit distribution plan in 2020 are clear, the decision-making procedures are legal and complete, comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
(VIII) performance of commitments of the company and shareholders
During the reporting period, the commitments of the company and its shareholders, directors, supervisors and senior managers holding more than 5% of the company's shares were strictly observed, and there was no violation of the commitments.
(IX) implementation of information disclosure
During the reporting period, we conducted continuous supervision and verification on the company's information disclosure, and believed that the company performed its information disclosure obligations in strict accordance with the provisions of laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and relevant systems of the company. The information disclosed by the company was true, accurate, complete, timely and fair, and there were no false records, misleading statements or major omissions, Ensure that investors know the major issues of the company in time, and safeguard the legitimate rights and interests of investors.
(x) implementation of internal control
In accordance with the requirements of laws and regulations such as the guidelines for the governance of listed companies and in combination with the actual situation, the company has established and improved the internal control system and promoted the steady implementation of the enterprise internal control standard system. The company's internal control system and internal control are strict, sufficient and effective, which ensure the standardized and orderly production and operation of the company, and there are no major defects in internal control or important defects.
（11） Operation of the board of directors and its subordinate special committees
The board of directors of the company has an audit committee, a nomination committee, a remuneration and assessment committee and a strategy and Development Committee. During the reporting period, the convening, convening and voting procedures of the board of directors of the company strictly complied with the provisions of relevant laws and regulations and the articles of association. The special committees earnestly performed their respective duties and put forward professional opinions to provide guarantee for the scientific decision-making of the board of directors.
（12） Other matters that the independent directors believe the listed company needs to improve.
We believe that the operation of the company is standardized and the system is sound. At present, there are no other matters that the company needs to improve. 4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we faithfully performed our duties based on the principles of objectivity, impartiality and independence, actively communicated with the management of the company in strict accordance with the requirements of regulatory regulations and relevant systems of the company, paid full attention to the development of the company, carefully reviewed various meeting proposals, financial reports and other documents of the company, participated in the decision-making of major matters of the company, and fully exercised the function of supervision and inspection, Give full play to the positive role of independent directors, promote the standardized operation of the company, and earnestly safeguard the overall interests of the company and the legitimate rights and interests of shareholders, especially minority shareholders.
In 2022, we will strictly abide by relevant regulations, continue to adhere to the principles of independence, objectivity and prudence, participate in corporate governance, safeguard the legitimate rights and interests of the company and its shareholders, especially small and medium-sized shareholders, and promote the healthy and standardized development of the company. Finally, we would like to express our heartfelt thanks to the company's management and relevant staff for their assistance and active cooperation in our work in 2021!
It is hereby reported.
Independent directors of Kunshan Longteng North Electro-Optic Co.Ltd(600184)
