2021 annual report of independent directors
Dear directors
In 2021, as an independent director of the company, in accordance with the provisions and requirements of the company law, the securities law, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association and the independent director system, I scrupulously performed my duties, understood the operation of the company in detail, faithfully performed the duties of independent directors, actively attended relevant meetings, carefully considered various proposals of the board of directors and expressed independent opinions on relevant matters, Give full play to the role of independent directors and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
Pan Jianguo, born in June 1963 as a member of the Chinese Democratic Management Association, is a doctor. He is now an associate professor and master supervisor of the Department of accounting, School of management, Hefei University of technology. Qualified as an independent director.
2、 Annual performance of independent directors
(I) participation in the meeting
Participation in the board of directors
Number of participants in this year 9
Attendance in person 9
Communication mode and number of participants 6
Attendance at the general meeting of shareholders
Number of participants this year 4
Attendance in person 4
In 2021, I attended the meeting and fully performed the duties of independent directors. Before the meeting, I carefully reviewed the proposal materials, timely learned the required proposal background materials from the company, made full use of my professional knowledge, put forward reasonable suggestions and opinions on the proposal of the board of directors, and played a positive role in the scientific decision-making of the board of directors of the company.
(II) attendance at the general meeting of shareholders
In 2021, as an independent director, I gave independent opinions on the proposals on daily connected transactions and profit distribution considered by the general meeting of shareholders.
(III) investigation and cooperation of the company with independent directors
In 2021, during the preparation of the company’s periodic report, I carefully listened to the introduction of the company’s management on relevant matters, comprehensively and deeply understood the company’s operation and development, and put forward constructive opinions and suggestions on the relevant proposals of the company’s board of directors by using professional knowledge and enterprise management experience, giving full play to the role of guidance and supervision. The management of the company attaches great importance to the communication with me and regularly reports the production and operation of the company and the progress of major events, which provides complete conditions and support for me to perform my duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
The 33rd session of the 6th session of the board of directors of the company deliberated and approved the proposal on the daily connected transactions expected in 2021 and the proposal on the connected transactions of the company signing the financial service agreement with China Electronics Technology Finance Co., Ltd. as an independent director, I reviewed the relevant materials in advance, listened to the report, and expressed the prior approval opinions and independent opinions based on my independent judgment. The daily related party transactions of the company occurred due to the needs of normal production and operation, and the related party transactions followed the principles of fairness and rationality and did not harm the interests of the company and all shareholders of the company. The related directors avoided voting when deliberating matters, and the approval procedures were in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. Agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
(II) external guarantee and fund occupation
As an independent director, I have carefully investigated and understood the external guarantee of the company and the occupation of funds by controlling shareholders and other related parties. Relevant explanations and independent opinions. During the reporting period, there was no occupation of non operating funds by controlling shareholders and other related parties, and there was no external guarantee of the company.
(III) appointment or replacement of accounting firms
The fifth session of the seventh session of the board of directors of the company deliberated and approved the proposal on the employment of financial audit institution in 2021 and the proposal on the employment of internal control audit institution in 2021. As an independent director, I reviewed the relevant materials in advance, listened to the report, and expressed my prior approval opinions and independent opinions based on independent judgment. Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “Dahua office”) has the qualification for securities and futures related business and many years of experience in providing audit services for listed companies. It can provide audit services for the company in accordance with the practice standards of diligence, independence, objectivity and impartiality, and meet the requirements of the company’s financial audit in 2021. I agree that the company will hire Dahua as the company’s 2021 financial report and internal control audit institution for one year, and the audit service fees are 530000 yuan and 200000 yuan respectively. The company’s engagement of the 2021 financial and internal control audit institution complies with relevant laws and regulations and the actual situation of the company, and there is no damage to the interests of the company and all shareholders. Agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
(IV) cash dividends and other investor returns
In 2020, the company distributed profits based on the total share capital registered on the equity distribution registration date, distributed cash dividends of 3.3 yuan (including tax) to all shareholders for every 10 shares, distributed cash dividends of 5252910630 yuan (including tax), and carried forward the remaining undistributed profits to the next period. In 2020, the company’s cash dividends accounted for 30.85% of the net profit attributable to shareholders of listed companies. In my opinion, the company’s profit distribution plan comprehensively considers the balanced relationship between the reasonable cash dividend return of shareholders and the company’s production and operation, which is conducive to the long-term development of the company and the interests of investors. Its decision-making procedures are complete, the dividend standard and proportion are clear and clear, in line with the provisions of the articles of association and relevant review procedures, and fully protect the legitimate rights and interests of small and medium-sized investors, I have no objection to the profit distribution plan and agree to submit relevant proposals to the general meeting of shareholders for deliberation.
(V) changes in accounting policies
The 33rd session of the 6th board of directors of the company deliberated and approved the proposal on accounting policy change. Based on independent judgment and careful research, the independent opinions are as follows: this accounting policy change is a reasonable change in accordance with the relevant provisions of the Ministry of Finance and will not have a significant impact on the current and previous financial status, operating results and cash flow of the company. The decision-making procedure of this accounting policy change complies with the provisions of relevant laws, regulations and the articles of association, and does not damage the rights and interests of the company and minority shareholders. I agree with the change of the company’s accounting policy.
(VI) election of the seventh board of directors and appointment of senior executives
1. The 35th meeting of the 6th board of directors of the company passed the matters related to the general election of the board of directors. Based on independent judgment and careful research, the independent opinions are as follows: the nomination qualification, nomination method and nomination procedure of the nominees comply with the company law, the articles of Association and other relevant provisions.
The nomination of candidates for directors and independent directors has been approved by the nominees themselves. The nominees are qualified to serve as directors and independent directors of listed companies and are competent for the responsibilities of the positions they are employed; Comply with the provisions on the qualifications of directors and independent directors in the company law and the articles of Association; There is no prohibition of employment as stipulated in the company law or the punishment of market prohibition imposed by the CSRC and has not been lifted. The 35th meeting of the 6th board of directors of the company deliberated and approved the proposal on the selection of candidates for directors of the 7th board of directors and the proposal on the selection of candidates for independent directors of the 7th board of directors of the company. The voting procedures comply with the relevant provisions of the company law, the articles of association and so on. Agree to recommend Mr. Chen Xinping, Mr. Guo Guanbin, Mr. Sheng Jingtai, Mr. Wang Lu, Mr. Zhang Chuncheng, Mr. Chen Yonghong and Mr. Yang Lin as candidates for directors of the seventh board of directors of the company; It is agreed to recommend Ms. Xu Shuping, Mr. Pan Lisheng, Mr. Shen Zejiang and Mr. Li Bai as candidates for independent directors of the seventh board of directors of the company. Agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
2. The proposal on electing Mr. Chen Xinping as the chairman of the company was deliberated and approved by the first session of the seventh board of directors of the company. Based on independent judgment and careful research, the independent opinions are as follows: I agree that the board of directors of the company elects Mr. Chen Xinping as the chairman of the company. After reviewing Mr. Chen Xinping’s resume and other materials, it is not found that he is not allowed to serve as a director of the company according to the company law, nor is he determined as a market prohibited person by the CSRC and the prohibition has not been lifted. His qualification meets the requirements for serving as the chairman of the company, has the professional quality required for serving as the chairman of the company, and is competent for the duties of the position he is hired. The nomination, recommendation, deliberation and voting procedures of Mr. Chen Xinping by the board of directors of the company comply with the provisions of the company law and the articles of association.
3. The first session of the seventh session of the board of directors of the company reviewed and approved the matters on the appointment of general manager and other senior executives. Based on independent judgment and careful research, the qualifications and standards of the candidates for general manager and Secretary of the board of directors nominated by the chairman of the company, Mr. Chen Xinping, were reviewed, and Mr. Zhang Chuncheng was agreed to be the general manager of the company and Mr. Wang Xiangxin was agreed to be the Secretary of the board of directors of the company. After reviewing the qualifications and standards of other senior management candidates nominated by Mr. Zhang Chuncheng, the general manager of the company, it is agreed to appoint Mr. Wang Jingyu, Mr. Zhou Shixing, Mr. Wang Jian and Mr. Lin Liang as the deputy general manager of the company and Mr. Han Yaoqing as the chief financial officer of the company. The qualifications and appointment procedures of the general manager and other senior executives of the company comply with the relevant provisions of the company law, the listing rules and the articles of association.
4. The fifth session of the seventh session of the board of directors of the company deliberated and approved the proposal on the selection of candidates for directors of the seventh session of the board of directors of the company. Based on independent judgment and careful research, the independent opinions are as follows: the nomination qualification, nomination method and nomination procedure of the nominees comply with the company law, the articles of association and other relevant provisions. The nomination of director candidates has been approved by the nominees themselves. The nominees are qualified to serve as directors of listed companies and are competent for the duties of the positions they are employed; Comply with the provisions on the qualification of directors in the company law, the articles of association and the guiding opinions; There is no prohibition of employment as stipulated in the company law or the punishment of market prohibition imposed by the CSRC and has not been lifted. The voting procedures comply with the company law, the articles of association and other relevant provisions. Agree to recommend Mr. Chen Xuejun as the candidate of the seventh board of directors of the company. Agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
(VII) equity incentive
The incentive plan of the listed company (hereinafter referred to as “the incentive plan of the independent board of directors and its implementation procedures”) and the “incentive plan of the listed company (hereinafter referred to as” the company’s long-term incentive plan “) are carefully reviewed and approved (hereinafter referred to as” the company’s long-term incentive plan and its implementation procedures) “(hereinafter referred to as” the company’s long-term incentive plan “) are in line with the relevant legal opinions of the third board of directors (hereinafter referred to as” the company’s long-term incentive plan “) Regulations and normative documents. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws, regulations and normative documents. The company has the subject qualification to implement the equity incentive plan. The first granted incentive objects determined in the first phase of the incentive plan comply with the provisions of the company law, the securities law and other laws and regulations and the articles of association on job qualifications, the conditions of incentive objects specified in the management measures and the scope of incentive objects specified in the incentive plan. Their subject qualification as the first phase of the incentive plan is legal and effective. The content of this incentive plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and the granting, exercise, change and termination of the rights and interests of each incentive object do not violate the provisions of relevant laws, regulations and normative documents. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the relevant rights and interests obtained by the incentive object under the incentive plan. The implementation of equity incentive plan by the company can further improve the corporate governance structure of the company, promote the company to establish and improve the distribution mechanism combining incentive and restraint, fully mobilize the work enthusiasm of managers and employees, and promote the steady and rapid improvement of the company’s business performance, which is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders. According to the relevant laws, regulations and normative documents such as the company law, the securities law and the management measures, as well as the relevant provisions of the articles of association, when the board of directors of the company deliberates the proposal, the related directors shall withdraw from voting, and the deliberation and voting procedures on the incentive plan are legal and effective. I agree to the Sun Create Electronics Co.Ltd(600990) long term equity incentive plan and first phase implementation plan (Draft) and its summary, and agree to submit relevant proposals to the general meeting of shareholders of the company for deliberation.
(VIII) performance of commitments of the company and shareholders
1. The controlling shareholder of the company, Zhongdian Bowei, promises:
(1) As of the signing date of the commitment letter, CLP Bowei and other subsidiaries have not produced or developed any products that compete or may compete with the products produced by Sun Create Electronics Co.Ltd(600990) and its subsidiaries, and have not operated any business that competes or may compete with the business operated by Sun Create Electronics Co.Ltd(600990) and its subsidiaries directly or indirectly, Nor has it participated in investing in any other enterprise that competes or may compete with the products produced or business operated by Sun Create Electronics Co.Ltd(600990) and its subsidiaries;
(2) CLP Bowei will not directly or indirectly operate any business that competes or may compete with the business operated by Sun Create Electronics Co.Ltd(600990) and its subsidiaries, nor will it participate in investing in any other company, enterprise or other business entity that competes or may compete with the products produced or business operated by Sun Create Electronics Co.Ltd(600990) and its subsidiaries;
(3) If Sun Create Electronics Co.Ltd(600990) and its subsidiaries further expand their products and business scope, CEC Bowei guarantees not to directly or indirectly operate any business that competes with Sun Create Electronics Co.Ltd(600990) and its subsidiaries’ expanded products or businesses, nor participate in investing in any other company, enterprise or other business entity that competes or may compete with the products or businesses produced or operated by Sun Create Electronics Co.Ltd(600990) and its subsidiaries;
(4) The letter of commitment is a valid commitment during the period when CLP Bowei has an association with Sun Create Electronics Co.Ltd(600990) company.
2. The actual controller of the company, China Electronics Technology Group Co., Ltd., promises:
(1) Each subordinate enterprise of CETC has a clear distinction in product positioning and application fields, and there is no substantive horizontal competition with Sun Create Electronics Co.Ltd(600990) due to CETC’s role as the investor and holding relationship of the same state-owned assets;
(2) From the perspective of fully protecting the interests of Sun Create Electronics Co.Ltd(600990) all shareholders, CETC will treat each invested enterprise fairly and will not make use of its position as a manager of state-owned assets and the business information obtained
