Sunshine Global Circuits Co.Ltd(300739)
2021 annual report of independent directors
(Nanjie)
Dear shareholders and shareholder representatives
As an independent director of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”), during my term of office, in strict accordance with the provisions and requirements of relevant laws, regulations and the company’s system, I scrupulously and diligently performed my duties, gave full play to the role of an independent director, actively attended relevant meetings, seriously considered various proposals of the board of directors, and expressed independent and objective opinions on relevant matters of the company, effectively ensuring the rationality and fairness of the operation of the company, Earnestly safeguard the legitimate interests of the company and shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the company held 14 meetings of the board of directors. I attended 14 meetings of the board of directors by on-site or communication. There was no entrusted attendance, absence or failure to attend the meeting in person for two consecutive times.
In 2021, the company held four general meetings of shareholders. As an independent director of the company, I attended four meetings.
During my tenure, I adhered to the principles of diligence, pragmatism, honesty and responsibility, carefully considered the relevant proposals submitted to the board of directors, actively participated in the discussion and put forward reasonable suggestions, and exercised the voting right with a cautious attitude. I believe that the board of directors and general meeting of shareholders convened and held by the company in 2021 comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. Therefore, I voted in favour of all proposals considered by the board of directors of the company, and there were no objections, objections and waivers.
2、 Independent opinions
In 2021, I expressed my independent opinions on the proposal of the board of directors and other matters of the company as follows:
The opening date of the preface meeting is the date of the meeting, and the type of opinions on matters for which independent opinions are expressed at the session
In 2021, the independent opinion of the second board of directors on capital increase to the subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. agreed to the 25th meeting on January 29
The independent opinions on the postponement of some investment projects with raised funds were agreed at the (Interim) meeting on the th
Independent opinion and agreement on the prediction of daily connected transactions in 2021
The second board of directors in 2021
2. Independent opinions of the (Provisional) meeting on the approval day of the 28th meeting of the April 12 meeting on the proposal on adjusting the business quota of foreign exchange derivatives trading
Discuss
Special instructions and independent opinions on the occupation of non operating funds and other related funds of the company and the external guarantee of the company
The independent opinion on the company’s profit distribution plan in 2020 agrees with the independent opinion on the self-evaluation report on internal control in 2020 and the second session of the board of directors in 2021
3. Independent opinion on the special report of the agreed daily (regular) meeting on the deposit and actual use of raised funds in 2020 at the 29th meeting of the meeting on April 22
Discussion on the independent opinion on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2021
Independent opinions on the party’s consent to the remuneration of the company’s directors and senior managers in 2021
Independent opinions on the consent of capital increase to the subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd
Independent opinions of the second board of directors on the use of raised funds to replace self raised funds invested in raised investment projects in advance and agree to 4 the 31st meeting of 2021
At the (Interim) meeting on June 7, the proposal on the first granting of the restricted stock incentive plan in 2020 agreed to discuss the achievement of the lifting of the restriction period and the lifting of the restriction conditions for the first time
The second director
5. The independent opinion on the appointment of the chief financial officer at the 32nd meeting of 2021 agreed to the (Interim) meeting on July 5
Discuss
The independent opinions of the second board of directors on increasing the implementation location of some raised investment projects agreed to 6 the 33rd meeting of 2021
The independent opinions on repurchase and cancellation of some restricted shares were agreed at the (Interim) meeting on August 9
Independent opinions on the special explanation of the controlling shareholders and other related parties occupying the company’s funds and the company’s consent to the external guarantee of the second board of directors in 2021
On August 25, July, the thirty fourth session of the board of directors decided on the deposit and actual of the company’s raised funds in the half year of 2021
Agreed with the independent opinion of the special report on the use of the meeting
The independent intention of the second board of directors on providing guarantee for the subsidiary’s application for bank credit in 2021 agreed to meet at the 35th meeting on August 31
Independent opinions on increasing capital of wholly-owned subsidiaries by using part of the raised funds at the (Interim) meeting
The independent opinion of the second board of directors on adjusting the business quota of foreign exchange derivatives trading in 2021 agreed to the independent opinion of the 38th meeting of the board of directors on September 23 and December 23 on using part of idle self owned funds and part of idle fund-raising (temporary) meeting funds for cash management
Independent opinion and agreement on the prediction of daily connected transactions in 2022
Independent opinions on applying for credit line from the bank and providing guarantee for subsidiaries
3、 Performance of special committees of the board of directors
As the chairman of the nomination committee and the member of the strategy committee under the board of directors of the company, my main work during the reporting period is as follows:
Nomination Committee: I presided over the daily work of the nomination committee in strict accordance with the relevant provisions of laws and regulations, the articles of association and the rules of procedure of the meeting of the nomination committee, nominated candidates for senior management according to the selection criteria and procedures of directors and senior management of the company, and earnestly fulfilled the responsibilities and obligations of members of the nomination committee.
During the reporting period, one nomination committee meeting was held, as follows:
1. On June 30, 2021, the company held the first meeting of the second nomination committee, deliberated and approved the proposal on the nomination of candidates for the appointment of chief financial officer by the second board of directors, a total of 1 proposal.
Strategy Committee: as a member of the strategy committee of the board of directors, I actively understand the operation of the company in strict accordance with relevant laws and regulations, the articles of association and the rules of procedure of the strategy committee of the board of directors, maintain daily communication with the company’s management on major investment decisions, and combine the development of the company’s industry and its own development, Make overall planning for the company’s development strategy and investment in subsidiaries, put forward practical opinions on the company’s operation, and promote the stable and sustainable development of the company and its subsidiaries. During the reporting period, five strategic committee meetings were held, as follows:
1. On January 29, 2021, the company held the 8th meeting of the second strategy committee, deliberated and approved the proposal on capital increase to the subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd., a total of 1 proposal.
2. On April 10, 2021, the company held the 9th (regular) meeting of the second strategy committee, deliberated and approved two proposals, namely, the proposal on 2021 annual strategic planning and the proposal on capital increase to the subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd.
3. On June 2, 2021, the company held the 10th meeting of the second strategy committee, deliberated and adopted the proposal on using raised funds to replace self raised funds of pre invested projects.
4. On September 29, 2021, the company held the 11th meeting of the second strategy committee, deliberated and approved two proposals, namely, the proposal on using part of the raised funds to increase capital to wholly-owned subsidiaries and the proposal on the company’s proposed investment fund.
5. On December 3, 2021, the company held the 12th meeting of the second strategy committee, deliberated and adopted the proposal on the company’s proposed transfer of partnership fund units, a total of 1 proposal.
4、 On site inspection
In 2021, as an independent director, I visited the company on the spot, kept close contact with other directors, supervisors, senior managers and other relevant personnel of the company, deeply understood the company’s financial status and internal control, and used my own knowledge background to focus on the company’s production and operation status, the use and management of raised funds, and the implementation of resolutions of the board of directors, Timely informed of the progress of major issues of the company, always paid attention to the impact of external environment and market changes on the company, actively put forward suggestions for the development and standardized operation of the company, and effectively performed the duties of independent directors.
5、 Work done in protecting the legitimate rights and interests of shareholders
1. Effectively perform the duties of independent directors, carefully consult relevant documents, conduct timely investigation, ask relevant departments and personnel for major matters that need to be decided by the board of directors, use their own professional knowledge to exercise their voting rights independently, objectively and impartially, and give prior approval and independent opinions on relevant matters, so as to serve all shareholders cautiously, faithfully and diligently.
2. Continue to pay attention to the company’s information disclosure, urge the company to complete the information disclosure in a true, timely and complete manner in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws, regulations and relevant provisions of the company, so as to safeguard the legitimate rights and interests of investors.
6、 Other working conditions
1. During the reporting period, there was no proposal to convene the board of directors;
2. During the reporting period, no independent director proposed to hire or dismiss an accounting firm;
3. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
During my tenure as an independent director of the company, I faithfully performed my duties, actively participated in the decision-making of major matters of the company, and made suggestions for the healthy development of the company. I also sincerely hope that under the leadership of the board of directors, the company will operate steadily and standardize its operation, and make the company develop continuously, stably and healthily while enhancing its profitability. Independent director: Nanjie April 21, 2022
