Sunshine Global Circuits Co.Ltd(300739)
2021 annual report of independent directors
(Wang Guisheng)
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 order meeting and the session of the meeting to express independent opinions is shown in the type
Agreement of the second board of directors in 2021 on capital increase to the subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd
Independent opinion of the board of directors on January 29
Independent opinions on the extension of some investment projects with raised funds agreed on the 5th (Provisional) day
The independent opinions of the meeting on the prediction of daily connected transactions in 2021 are agreed
The second board of directors
Proposal on adjusting the business quota of foreign exchange derivatives at the second session of the 2021 Conference
2 April 12 18th independent opinion consent date (Provisional)
meeting
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 profit distribution plan of the company in 2020 agrees with the independent opinion of the second board of directors on the self-evaluation report on internal control in 2020 and the second opinion of the 2021 board of directors
Independent opinions on the 19th special report on the consent date (regular) of the deposit and actual use of raised funds in 2020 on April 22
Independent opinion of the meeting 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 capital increase to subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd
The independent opinion of the second board of directors on using the raised funds to replace the self financing of the pre invested raised investment projects and agreeing to the third fund of the 2021 board meeting
On June 7, April, the first award of the restricted stock incentive plan in 2020 was granted for the first time
(temporary) approval meeting on the proposal to lift the restriction period and the achievement of the conditions for lifting the restriction
The second board of directors
The third session of the 2021 Annual Conference
5. On July 5, the 12th independent opinion on the appointment of chief financial officer was agreed (Provisional)
meeting
The independent opinions of the second board of directors on increasing the implementation location of some raised investment projects agree with the third session of the 2021 board meeting
On August 9, June, the 13th independent opinion on repurchase and cancellation of some restricted shares was agreed (Provisional)
meeting
Independent opinions of the second board of directors on the special explanation on the occupation of the company's funds by the controlling shareholders and other related parties and the company's consent to the external guarantee at the 30th meeting of 2021
On August 25th, July (regular) on the deposit and actual use of the company's raised funds in the half year of 2021
Agreed with the independent opinions of the special report on the use of daily meetings
The independent opinion of the second board of directors in 2021 on providing guarantee for the subsidiary's application for bank credit was agreed at the 30th meeting on August 31
Independent report on capital increase to wholly-owned subsidiaries by using part of the raised funds
(if necessary) the meeting agreed
The independent opinions on adjusting the business quota of foreign exchange derivatives agree with the independent opinions of the second board of directors on using some idle self owned funds and some idle raised funds in 2021, and agree to carry out cash management at the 30th meeting of September and December 23
Independent opinions on applying to the bank for credit line and providing guarantee for subsidiaries at the 8th meeting (when the independent opinions on the prediction of daily connected transactions in 2022 are agreed)
3、 Performance of special committees of the board of directors
As the chairman of the audit committee, member of the strategy committee, member of the nomination committee and member of the remuneration and assessment committee under the board of directors of the company, my main work during the reporting period is as follows:
Audit Committee: as the chairman of the audit committee of the board of directors, I presided over the relevant work of the audit committee of the company in strict accordance with the relevant provisions of laws and regulations, the articles of association and the rules of procedure of the audit committee of the board of directors, and reviewed the internal audit work report, financial report, deposit and use of raised funds, guarantee and related party transactions, internal control self-evaluation report, etc, Listened to the work report of the internal audit department and earnestly fulfilled the responsibilities of the audit committee.
During the reporting period, 10 audit committee meetings were held, as follows:
1. On January 22, 2021, the company held the 16th meeting of the audit committee of the second board of directors, The proposal on the extension of some investment projects funded by raised funds, the proposal on the prediction of daily connected transactions in 2021, the proposal on the internal audit report in the fourth quarter of 2020, the proposal on the summary report of internal audit in 2020 and the proposal on the work report of internal audit plan in 2021 were reviewed and approved.
2. On April 12, 2021, the company held the 17th meeting of the audit committee of the second board of directors, deliberated and adopted a total of 1 proposal on the first draft of 2020 financial report.
3. On April 19, 2021, the company held the 18th meeting of the audit committee of the second board of directors, The proposal on 2020 annual audit report and financial statements, the proposal on 2020 annual financial statement report, the proposal on 2020 annual internal control self-evaluation report, the proposal on 2020 annual special report on the deposit and use of raised funds, and the proposal on the summary report of the audit committee of the board of directors on the audit work of the accounting firm in 2020 were reviewed and approved There are 8 proposals in total, including the proposal on audit fees in 2020, the proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution in 2021, and the proposal on the special report on the occupation of non operating funds and other related capital transactions.
4. On April 21, 2021, the company held the 19th meeting of the audit committee of the second session of the board of directors, deliberated and approved three proposals, including the proposal on the internal audit report of the company's financial statements in the first quarter of 2021, the proposal on the internal audit report in the first quarter of 2021 and the proposal on the special report on the deposit and use of raised funds in the first quarter of 2021.
5. On June 2, 2021, the company held the 20th meeting of the audit committee of the second session of the board of directors, deliberated and adopted the proposal on using raised funds to replace self raised funds of pre invested projects.
6. On August 4, 2021, the company held the 21st Meeting of the audit committee of the second session of the board of directors, deliberated and adopted the proposal on increasing the implementation location of some raised investment projects, a total of 1 proposal.
On August 13, 2021, the second half of the board of directors held a total of 22 proposals on the use of the company's funds raised in 2021.
8. On September 29, 2021, the company held the 23rd Meeting of the audit committee of the second session of the board of directors, deliberated and adopted the proposal on providing guarantee for subsidiaries' application for bank credit.
9. On October 22, 2021, the company held the 23rd Meeting of the audit committee of the second session of the board of directors, deliberated and approved three proposals, including the proposal on the internal audit report of the company's financial statements in the third quarter of 2021, the proposal on the internal audit report in the third quarter of 2021 and the proposal on the special report on the deposit and use of the company's raised funds in the third quarter of 2021.
10. On December 17, 2021, the company held the 24th Meeting of the audit committee of the second board of directors, The proposal on the prediction of daily connected transactions in 2022, the proposal on applying for credit lines from banks and providing guarantees for subsidiaries, the proposal on the entry of Lixin Certified Public Accountants (special general partnership) to audit the company's financial report in 2021 and the proposal on the work report of internal audit plan in 2022 were reviewed and approved.
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. December 2021
