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
Li Bai, Chinese, Han nationality, born in September 1959, doctor, CPC member, senior engineer at the research level, has successively served as deputy chief engineer of Anhui Provincial Meteorological Bureau, deputy director of the observation network Department of China Meteorological Bureau, and deputy director of the meteorological observation center of China Meteorological Bureau. Currently Sun Create Electronics Co.Ltd(600990) independent director. 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 5
Attendance in person 5
Communication mode and number of participants 4
Attendance at the general meeting of shareholders
Number of meetings this year 1
Attendance in person 1
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 the appointment of accounting firms 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) 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.
(II) election of the seventh board of directors and appointment of senior executives
1. 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.
2. 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 it was agreed to appoint Mr. Zhang Chuncheng as the general manager of the company and Mr. Wang Xiangxin as 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.
3. 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.
(III) 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.
(IV) 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 arrangements or decisions that are not conducive to Sun Create Electronics Co.Ltd(600990) but to other enterprises by using its position as a manager of state-owned assets and the business information obtained;
(3) In case of horizontal competition caused by CETC’s direct intervention in the specific production and operation activities of relevant enterprises, resulting in Sun Create Electronics Co.Ltd(600990) losses, CETC will bear relevant responsibilities.
(V) implementation of information disclosure
As an independent director of the company, I continue to pay attention to the information disclosure of the company and effectively supervise and verify the timely disclosure of announcement information. After verification, I believe that the company’s information disclosure can strictly implement the provisions of laws and regulations, the stock listing rules of Shanghai Stock Exchange and various information disclosure related systems of the company, and can truly, accurately, completely, timely and fairly disclose the company’s information.
(VI) implementation of internal control
In 2021, the company organized and carried out internal control evaluation on the basis of daily internal control supervision and various special supervision according to the enterprise internal control standard system. According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report. During the reporting period, the company has no other internal control information that may have a significant impact on investors’ understanding of internal control self-evaluation report, evaluation of internal control or investment decision-making.
(VII) operation of the board of directors and its subordinate special committees
In 2021, the company’s board of directors and its subordinate special committees actively carried out work and earnestly performed their duties. Among them, the company’s board of directors held 9 meetings throughout the year, deliberated and adopted the company’s 2020 annual report and other major issues related to the company’s development, and promoted the smooth development of various business activities of the company; The audit committee of the board of directors mainly carries out the review of the company’s 2020 financial report, the preparation and supervision of the annual report, and the employment of the 2021 audit institution; The remuneration and assessment committee of the board of directors deliberated and approved the report on the remuneration and assessment scheme of Sun Create Electronics Co.Ltd(600990) senior managers; The nomination committee of the board of directors reviewed the appointment of new directors and independent directors of the company; The strategy committee of the board of directors discussed the special report of the management report and put forward reasonable suggestions on the company’s development strategy and implementation.
4、 Overall evaluation and recommendations
In 2021, in the spirit of integrity and diligence, in accordance with the requirements of various laws and regulations, from the perspective of shareholders, especially small and medium-sized shareholders, I performed the obligations of independent directors, played the role of independent directors, promoted the company to continuously improve the governance structure, improve the operation level of the company, and earnestly safeguarded the legitimate rights and interests of all shareholders. In 2022, I will continue to exercise the rights of independent directors in accordance with laws and regulations carefully, seriously and diligently, fulfill the obligations of independent directors, promote the healthy and sustainable development of the company, further strengthen the communication, exchange and cooperation with the board of directors, the board of supervisors and the management, promote the improvement and optimization of the corporate governance structure, and safeguard the overall interests of the company and the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
