Xiamen Guang Pu Electronics Co.Ltd(300632)
Report on the work of independent directors in 2021
(Tang Jinmu)
Dear shareholders and their agents
As an independent director of the third board of directors of Xiamen Guang Pu Electronics Co.Ltd(300632) (hereinafter referred to as "the company"), I strictly comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem The guiding opinions on the establishment of independent director system in listed companies and other relevant laws, regulations and normative documents, as well as the articles of association, working system of independent directors and other relevant provisions, actively attended the meetings of the board of directors and the general meeting of shareholders of the company, carefully considered various proposals of the board of directors, and issued prior approval opinions and independent opinions on major matters of the company with a cautious attitude Conduct on-site investigation on the construction and implementation of management and internal control systems and the implementation of resolutions of the board of directors, supervise and urge the standardized operation of the company, give full play to their professional expertise, put forward reasonable suggestions on corporate governance and internal control, be diligent and responsible, actively play the role of independent directors, and earnestly safeguard the company and the whole society
Interests of shareholders. I will no longer serve as an independent director of the company after the expiration of my term of office in May 2021. I will serve in 2021
The period is from January 1, 2021 to May 18, 2021.
The performance of the duties of independent directors in 2021 is reported as follows:
1、 Attendance at meetings
My attendance at the board meeting in 2021 is as follows:
Should attend the on-site meeting, entrust the absence by means of communication, whether there are two consecutive names, number of positions, number of seats, number of seats attended, number of seats not attending the meeting in person
Tang Jinmu independent director no
My attendance at the general meeting of shareholders in 2021 is as follows:
Should attend the on-site meeting, entrust the absence by means of communication, whether there are two consecutive names, number of positions, number of seats, number of seats attended, number of seats not attending the meeting in person
Tang Jinmu independent director no
During my term of office in 2021, based on the principle of prudence and objectivity, I recognized that
Really study the meeting materials, understand the background information and decision-making basis of relevant proposals in detail, and understand the overall production economy of the company
Camp situation. Actively participate in the discussion of various proposals and put forward reasonable suggestions, and fully communicate with the company's management,
Exercise voting rights independently, objectively and prudently, and play a positive role in the correct decision-making of the board of directors. The board of directors
The convening of the general meeting of shareholders complies with the legal procedures, and the relevant procedures have been performed for major business decisions, which is legal and effective. During the term of office in 2021, I voted in favour of all proposals of the board of directors of the company, but did not vote against or abstain from voting.
2、 Independent opinions
During the term of office in 2021, as an independent director of the company, I, together with other independent directors of the company, issued prior approval opinions and independent opinions on relevant matters of the company in accordance with the regulations, as follows:
Type of opinion number room for relevant matters of the session at the time of the sequence meeting
1. Independent opinions on using idle self owned funds to purchase financial products
The third board of directors;
1. Independent opinions of the 26th meeting of the 2021 session on the consent of the company and its subsidiaries to continue to carry out foreign exchange derivatives trading on February 28;
3. About the company and its subsidiaries applying to the bank for comprehensive grant in 2021
Independent opinion on credit limit.
1. On the second lifting of restrictions on the restricted stock incentive plan in 2019
Unfulfilled conditions for lifting restrictions on sales during the sale period and partial restrictions on repurchase cancellation
Independent opinions on the stock;
2. Independent opinions on 2020 profit distribution plan;
3. Independent opinions on self-evaluation report of internal control in 2020
See;
4. Special report on the deposit and use of raised funds in 2020
Independent opinions on the report of the third board of directors in April 2021;
The 27th meeting on February 22 5. Special explanation and independent report on the occupation of the company's funds and external guarantees by the company's controlling shareholders and other related parties in 2020
opinion;
6. Independent opinions on changes in accounting policies;
7. Independent opinions on carrying out commodity futures hedging business;
8. On the general election of the company's board of directors and the nomination of the Fourth Board of directors
Independent opinions of candidates for non independent directors;
9. On the general election of the company's board of directors and the nomination of the Fourth Board of directors
Independent opinions of independent director candidates.
3、 Performance of duties in each special committee of the board of directors
The board of directors of the company has established four special committees: Audit Committee, remuneration and assessment committee, nomination committee and Strategy Committee. As a member of the company's audit committee, remuneration and assessment committee and Nomination Committee, I actively performed the duties of the Committee and put forward suggestions to the board of directors in 2021 in accordance with the articles of association, rules of procedure of the board of directors, detailed rules for the work of the audit committee of the board of directors, detailed rules for the work of the remuneration and assessment committee of the board of directors, detailed rules for the work of the nomination committee of the board of directors and other relevant provisions, To promote the company's standardized operation and improve the company's internal control system.
In 2021, I participated in an audit committee to review the annual financial report of 2020, the financial report of the first quarter of 2021, the annual internal control self-evaluation report of 2020, the internal audit report of 2020 and the internal audit report of the first quarter of 2021. During the annual report, we communicated with the annual audit accountant on the audit work arrangement, key audit matters and problems found in the audit process in a timely manner. Our committee members agreed that the company's financial statements were recognized and measured in strict accordance with the accounting standards for business enterprises - Basic Standards and other relevant accounting standards, truthfully reflected the transactions and other economic events of the enterprise, and truly and fairly reflected the financial status, operating results and cash flow of the enterprise. Carefully review the internal audit work plan, listen to the work report of the internal audit institution, and guide the internal audit institution to continuously supervise the effectiveness of the company's internal control. Therefore, we considered and passed relevant proposals and agreed to submit them to the board of directors for deliberation.
During my term of office in 2021, I participated in the remuneration and assessment committee once and considered the proposal on the 2020 work assessment of the company's non independent directors, the proposal on the 2020 work assessment of the company's senior managers, and the proposal on the unfulfilled conditions for the lifting of restrictions during the second lifting period of the restricted stock incentive plan in 2019 and the repurchase and cancellation of some restricted shares. Our members agreed that Ms. Lin Ruimei, the chairman, Mr. Lin wenkun, the director, Mr. Wu Ximin and Mr. Qian Wenhui were diligent and devoted to their duties in 2020, and suggested that the work evaluation results of the four non independent directors in 2020 were excellent. Mr. Lin wenkun, the general manager, Mr. Wu Ximin, the deputy general manager, Mr. Yao Cong, Ms. Peng Xinxia, Mr. Lin Guobiao, the deputy general manager, Ms. Zhang Jinyan, the Secretary of the board of directors, and Ms. Chen Xiaoyan, the chief financial officer, were diligent and conscientious in implementing the resolutions made by the general meeting of shareholders and the board of directors in 2020. It is suggested that the work evaluation results of these seven senior managers in 2020 are excellent. As the net profit attributable to the shareholders of the listed company in 2020 did not meet the performance assessment requirements at the company level, we unanimously agreed that the company would repurchase and cancel some restricted shares. We agree to submit the above proposal to the board of directors for deliberation.
During the term of office in 2021, I participated in one nomination committee and considered the proposal on nominating candidates for non independent directors of the Fourth Board of directors and the proposal on nominating candidates for independent directors of the Fourth Board of directors. Ms. Lin Ruimei, Mr. Lin wenkun, Mr. Qian Wenhui and Mr. Wu Ximin were nominated as candidates for non independent directors of the Fourth Board of directors, and Mr. Peng Wanhua, Mr. Tang Yanzhao and Mr. Dai Jianhong were nominated as candidates for independent directors of the Fourth Board of directors.
4、 On site investigation of the company
During my term of office in 2021, I went deep into the company's on-site investigation as required and had a discussion with the company's directors, supervisors, senior managers and relevant staff, focusing on the company's production and operation, financial status, implementation of internal control system, implementation of resolutions of the board of directors, etc. Keep close contact with directors, supervisors, senior managers and relevant staff of the company through telephone, e-mail, wechat and other forms; Regularly listen to the work report and work plan submitted by the internal audit department, and guide the work of the internal audit department; Always pay attention to the impact of external environment and market changes on the company, pay attention to the media reports on the company, timely learn the progress of various major matters of the company, master the operation dynamics of the company, and effectively perform the duties of independent directors.
5、 Other work done in protecting the rights and interests of investors
1. Information disclosure. Urge the company to improve the company's information disclosure management system in strict accordance with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the administrative measures for information disclosure and other laws and regulations, complete the information disclosure in a true, accurate, complete, timely and fair manner, and effectively protect the right to know of the majority of investors.
2. During the annual report work, I carefully listened to the report of the company's annual financial status and operation, met with the annual audit accountant, timely and effectively communicated with the annual audit accountant on the problems found in the audit process, and supervised the progress of the annual report work, so as to ensure that the audit report fully reflects the real situation of the company.
3. Corporate governance and operation management. Continue to pay attention to the media reports of the company, take the initiative to understand and investigate the situation of the company on site. As an independent director of the company, I have repeatedly used the opportunity of attending on-site meetings to conduct on-site investigation on the company, maintain close contact with the company's directors, supervisors, senior managers and relevant staff, take the initiative to understand the company's daily production and operation, play a due role in promoting the company's steady operation and creating good performance, and objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized shareholders.
6、 Training and learning
Since becoming an independent director of the company, I have always adhered to the principles of prudence, diligence and loyalty, paid attention to learning the latest laws, regulations and various rules and regulations, actively participated in relevant training organized by securities regulatory authorities and the company (such as the training course for directors, supervisors and senior managers of listed companies organized by Xiamen securities regulatory bureau), continuously improved my ability to perform my duties and formed an ideological awareness of consciously protecting the interests of shareholders of the public, Provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation.
7、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to replace or dismiss the accounting firm;
3. There are no independent external audit institutions and consulting institutions.
The above is the report on my performance of duties during my term of office in 2021. In the process of performing my duties, I carefully, diligently and faithfully perform the duties of independent directors in accordance with the provisions and requirements of relevant laws and regulations, express independent and objective opinions on the decisions of the board of directors, improve the decision-making level of the company and help the company develop continuously and healthily. I would like to express my respect and heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the performance of their duties.
independent director:
Tang Jinmu
two thousand and twenty-two
