Xiamen Guang Pu Electronics Co.Ltd(300632)
Report on the work of independent directors in 2021
(Tang Yanzhao)
Dear shareholders and their agents
As an independent director 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, carefully considered various proposals of the board of directors, and expressed 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 the company's operation and management system and the implementation of the 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 strategic development, be diligent and responsible, actively play the role of independent directors, and earnestly safeguard the interests of the company and all shareholders.
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 Yanzhao independent director 6 5 1 0 0 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 Yanzhao independent director no
In 2021, based on the principle of prudence and objectivity, I carefully studied the meeting materials before holding each board of directors and shareholders' meeting, understood the background information and decision-making basis of relevant proposals in detail, and understood the overall production and operation of the company. Actively participate in the discussion of various proposals and put forward reasonable suggestions, 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 convening of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant procedures have been performed for major business decisions, which are legal and effective. In 2021, I voted in favor of all proposals of the board of directors of the company, but did not vote against or abstain from voting.
2、 Independent opinions
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:
Sequence holding time session related matters opinion number type
1. Independent on using idle self owned funds to purchase financial products
Opinions of the third board of directors;
1. The 26th meeting in February 2021 2. Independent opinions on the company and its subsidiaries' continuing to carry out foreign exchange derivatives transactions agreed to be discussed on February 28;
3. About the application of the company and its subsidiaries to the bank for comprehensive in 2021
Independent opinions on the credit line.
1. On the second lifting of the restricted stock incentive plan in 2019
During the restricted sale period, the conditions for lifting the restricted sale were not fulfilled and some restrictions on repurchase were cancelled
Independent opinions on institutional shares;
2. Independent opinions on 2020 profit distribution plan;
3. Independent report on self-evaluation of internal control in 2020
opinion;
4. Special report on the deposit and use of raised funds in 2020
Independent opinions on the report of the third session of the board of directors in April 2021;
At the 27th meeting on February 22, 5. Special instructions and suggestions on the share of the company's controlling shareholders and other related parties in agreeing to discuss the company's funds and the company's external guarantees in 2020
Independent opinions;
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 board of directors of the company and the nomination of the fourth director
Independent opinions of candidates for non independent directors of the board of directors;
9. On the general election of the board of directors of the company and the nomination of the fourth director
Independent opinions of candidates for independent directors of the board of directors.
3. The 4th board of directors in June 2021 1. 1. The independent opinions on the appointment of the general manager, deputy general manager, chief financial officer and the Secretary of the first meeting of the board of directors on June 10.
The 4th board of directors in August 2021 1 1. About the proposed transfer to Pizhou Epson power, a subsidiary of a wholly-owned subsidiary
At the second meeting on April 14, the subsidiary Technology Co., Ltd. independently agreed to make up the difference in foreign loans.
1. About the controlling shareholders and other related parties of the company in the half year of 2021
Independent opinions of the party occupying the company's funds;
5. The fourth session of the board of directors in August 2021. 2. Independent consent on the external guarantee of the company in the half year of 2021. Opinions of the third meeting on August 26;
3. Deposit and use of raised funds in the half year of 2021
Independent opinions on special reports.
1. On continuing to use some idle raised funds for cash management
6. Independent opinions of the Fourth Board of directors in October 2021; Agree to the fourth meeting on August 22. 2. On the appointment of Dahua Certified Public Accountants (special general partnership)
It is the independent opinion of the company's audit institution in 2021.
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.
During the reporting period, the company held three audit committee meetings, mainly on the annual financial report of 2020, the financial report of the first quarter of 2021, the financial report of the half year of 2021, the financial report of the third quarter of 2021, the annual internal control self-evaluation report of 2020, the internal audit report of 2020, the internal audit report of the first quarter of 2021, the internal audit work report of the half year of 2021 The internal audit work report of the third quarter of 2021, the special report on the deposit and use of raised funds in the half year of 2021, and the appointment of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 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. Dahua Certified Public Accountants (special general partnership) has many years of experience and ability to provide audit services for listed companies, strictly abides by relevant national regulations and the requirements of Certified Public Accountants' practice norms, is diligent and responsible in the process of serving as the company's audit institution and conducting various special audits and financial statements audits, and the contents of the audit report issued for the company objectively and fairly reflect the company's financial status and operating results in each period, It can meet the company's requirements for audit institutions in terms of independence and professional competence. Dahua Certified Public Accountants (special general partnership) will be reappointed as the company's audit institution in 2021, which can ensure the continuity and robustness of the audit work. Therefore, we considered and passed relevant proposals and agreed to submit them to the board of directors for deliberation.
During the reporting period, the company held a remuneration and assessment committee to consider the proposal on the 2020 work assessment of non independent directors, the proposal on the 2020 work assessment of senior managers, and the proposal on the unfulfilled conditions for the lifting of restrictions and the repurchase and cancellation of some restricted shares in the second lifting period of the restricted stock incentive plan in 2019. 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 reporting period, the company held two nomination committee meetings, deliberated and approved the proposal on nominating candidates for non independent directors of the Fourth Board of directors, the proposal on nominating candidates for independent directors of the Fourth Board of directors, the proposal on appointing the general manager of the company, the proposal on appointing the Deputy general manager of the company, and the proposal on appointing the chief financial officer of the company Proposal on the appointment of the Secretary of the board of directors of the company, and submit the above proposal to the board of directors for deliberation.
4、 On site investigation of the company
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 strictly comply with the company law
