Shanghai Step Electric Corporation(002527)
Report on the work of independent directors in 2021 (Zhong bin)
In accordance with the provisions and requirements of the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, the Shanghai Step Electric Corporation(002527) articles of association, the Shanghai Step Electric Corporation(002527) working system of independent directors and other relevant laws and regulations, normative documents, rules and regulations, I, as an independent director of Shanghai Step Electric Corporation(002527) (hereinafter referred to as the “company”), earnestly perform the duties of independent director in 2021, Give full play to the role of independent directors, exercise the rights of independent directors in accordance with laws and regulations, and safeguard the overall interests of the company and the legitimate rights and interests of 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 general meeting of shareholders of the company in 2021
During my tenure in 2021, with the attitude of being conscientious and diligent, I actively participated in the previous board of directors and shareholders’ meetings held by the company, carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of various proposals, put forward reasonable suggestions, fully expressed independent opinions, and played a positive role in the correct and scientific decision-making of the board of directors.
My attendance at the board of directors and general meeting of shareholders in 2021 is as follows:
(I) in 2021, I should have attended the board of directors 12 times, actually attended 12 times, and voted for the relevant proposals considered by the previous board of directors;
(II) in 2021, the company held four general meetings of shareholders, and I actually attended them four times;
(III) at all the meetings of the board of directors and shareholders in 2021, I did not raise any objection to any matter of the company;
(IV) the convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant procedures have been performed for major business decisions, which are legal and effective.
2、 Independent opinions issued in 2021
In accordance with relevant laws and regulations, as an independent director of the company, I supervised and reviewed the company’s business activities and standardized operation in 2021, and expressed independent opinions on the following important matters:
(I) independent opinions on relevant matters of the seventh meeting of the Fifth Board of directors of the company are as follows:
1. Independent opinions on changing the purpose of raised funds and permanently replenishing working capital
The company’s change of the purpose of the raised funds and permanent replenishment of working capital is a prudent decision made according to the specific conditions of the raised investment projects, changes in the market environment, the company’s business development plan and the actual situation of the company, which is conducive to improving the use efficiency of the raised funds and meeting the strategic development needs and actual business needs of the company. This change in the purpose of raised funds and permanent replenishment of working capital has fulfilled the necessary deliberation procedures, in line with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company’s measures for the administration of raised funds and relevant laws and regulations, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree that the company will change the purpose of the raised funds and permanently supplement the working capital, and agree to submit the matter to the general meeting of shareholders for deliberation.
2. Independent opinions on by election of directors of the company
The nomination and voting procedures for the company’s by election of Mr. Wu Yuhui as a candidate for non independent directors comply with the relevant provisions of the company law, the articles of association and other laws and regulations, and are legal and effective. The nominees are nominated on the basis of full understanding of the nominees’ educational background, professional experience and professional quality, and have obtained the consent of the nominees themselves.
After examination, the candidate for non independent directors, Mr. Wu Yuhui, has his occupation, educational background, professional title, detailed work experience and ability level. We unanimously believe that Mr. Wu Yuhui meets the requirements for serving as a director of a listed company, and we have not found any of the circumstances specified in Article 146 of the company law or other circumstances in which he is not allowed to serve as a director of a listed company, Nor has it been identified as a market prohibited person by the CSRC and the prohibition has not been lifted, nor has it been subject to any punishment and punishment from the China Securities Regulatory Commission and Shenzhen Stock Exchange. It is agreed to elect Mr. Wu Yuhui as a non independent director of the Fifth Board of directors of the company from the date of deliberation and approval of the first extraordinary general meeting of shareholders in 2021 to the date of expiration of the Fifth Board of directors, and agree to submit the above matters to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
(II) independent opinions on relevant matters of the 8th meeting of the 5th board of directors of the company are as follows:
1. Independent opinions on the prediction of daily connected transactions in 2021
It is verified that the amount of the company’s daily connected transactions in 2021 is expected to be based on the needs of the company’s business development and actual production and operation, and the price of related connected transactions is fair and reasonable. The transaction pricing follows the principles of objectivity, fairness and fairness, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, There is no business dependence on related parties due to related party transactions. When the board of directors of the company considers the above connected transactions, the connected directors withdraw from voting. The above-mentioned decision-making procedures for connected transactions comply with the provisions of the company law, the securities law, the articles of association and the company’s decision-making system for connected transactions, and the decision-making procedures are legal and effective. To sum up, we unanimously agree to the proposal on the prediction of daily connected transactions in 2021.
(III) independent opinions on relevant matters of the 9th meeting of the 5th board of directors of the company are as follows:
1. Independent opinions on Shanghai Step Electric Corporation(002527) 2021 stock option and restricted stock incentive plan (Draft) and its abstract
The preparation and deliberation procedures of the company’s 2021 stock option and restricted stock incentive plan (Draft) and its abstract comply with the provisions of relevant laws and regulations such as the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and the Shenzhen Stock Exchange listed company business handling instruction No. 9 – equity incentive. The related directors have avoided voting on relevant proposals in accordance with relevant provisions.
Among the incentive objects determined by the company’s equity incentive plan, the company’s directors (excluding independent directors), senior managers and other personnel comply with the company law of the people’s Republic of China and other laws and regulations and the provisions on job qualifications in the articles of Association; At the same time, the incentive object is not prohibited from being granted equity incentive as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective.
The contents of the company’s 2021 stock option and restricted stock incentive plan (Draft) and its abstract comply with the provisions of relevant laws and regulations such as the administrative measures. The exercise / unlocking arrangement of stock option / restricted stock of each incentive object (including validity period, authorization date / grant date, lock-in period / waiting period, vesting date / unlocking date and lock-out period) does not violate the provisions of relevant laws and regulations, It does not infringe the interests of the company and all shareholders. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects. The implementation of incentive plan can improve the incentive and restraint mechanism of the company and improve the sustainable development ability of the company; Enable operators and shareholders to form a community of interests, improve management efficiency and operators’ enthusiasm, creativity and sense of responsibility, and finally improve the company’s performance.
In conclusion, we agree to implement this incentive plan. 2. Independent opinions on the scientificity and rationality of the indicators set in the stock option and restricted stock incentive plan in 2021
The assessment indicators of the company’s equity incentive plan are divided into two levels: company level performance assessment and individual level performance assessment.
The performance evaluation index at the company level adopts the net profit value. The net profit index can reflect the profitability and growth of the company, and can establish a better image of the capital market. The determination of specific values comprehensively considers the macroeconomic environment, industry development, market competition and the company’s future development plan and other relevant factors, and comprehensively considers the realization possibility and incentive effect on the company’s employees, which is conducive to stimulating the enthusiasm and creativity of employees.
In addition to the performance appraisal at the company level, the company has also set up a performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the conditions for lifting the restrictions on sale / exercise according to the annual performance evaluation results of the incentive object. To sum up, the assessment system of the company’s incentive plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on the incentive objects, so as to achieve the assessment purpose of the incentive plan.
(IV) independent opinions on relevant matters of the 10th meeting of the 5th board of directors of the company are as follows:
1. Independent opinions on the company’s 2020 profit distribution plan
The profit distribution plan for 2020 complies with the requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37), the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the articles of association and Shanghai Step Electric Corporation(002527) future cash dividend policy of the CSRC, which is conducive to the sustainable, stable and healthy development of the company. Therefore, we agree to the company’s 2020 profit distribution plan and agree to submit it to the company’s 2020 annual general meeting for deliberation.
2. Independent opinions on the deposit and actual use of raised funds in 2020
After verification, the deposit and use of the company’s raised funds in 2020 comply with the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies and the relevant provisions of the company’s measures for the administration of raised funds, and there are no violations in the deposit and use of raised funds.
The relevant contents of the special report on the deposit and actual use of raised funds in 2020 prepared by the company are true, accurate and complete, and there are no false records, misleading statements and major omissions. The special report on the deposit and actual use of raised funds in 2020 prepared by the company complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and truly reflects the deposit and actual use of raised funds in 2020.
3. Independent opinion on the self-evaluation report on internal control in 2020 prepared by the board of directors. The company’s established internal control system can generally meet and meet the relevant provisions of relevant national laws and regulations and the relevant requirements of regulatory authorities. The company’s internal control system and relevant systems have no major defects in integrity, rationality and effectiveness in all major aspects, There is no major deviation in the actual implementation process, which can fully and effectively ensure the safety of the company’s assets and the normal development of operation and management activities on the whole. The self-evaluation report on internal control in 2020 prepared by the board of directors truly, comprehensively and objectively reflects the establishment and implementation of the company’s internal control system.
4. Independent opinions on the self inspection form for the implementation of internal control rules
The company has formulated relatively complete rules and regulations for corporate governance and internal control. The implementation of the company’s internal control system is good, and the relevant statements in the company’s self inspection form for the implementation of internal control rules are true, accurate and complete.
5. Independent opinion on renewing the appointment of Lixin Zhonglian Certified Public Accountants (special general partnership) as the company’s external auditor in 2021
Lixin Zhonglian Certified Public Accountants (special general partnership) can adhere to the principle of independent audit in the process of practice, and the professional reports issued for the company are objective and fair. The company’s continued employment of Lixin Zhonglian Certified Public Accountants (special general partnership) is conducive to ensuring the quality of the company’s audit work and protecting the interests of the company and shareholders, especially the interests of minority shareholders. Lixin Zhonglian Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability. The review procedure of the company’s reappointment of the audit institution in 2021 complies with the relevant provisions of relevant laws and regulations, agrees to recommend Lixin Zhonglian as the audit institution of listed companies, and agrees to submit the matter to the 2020 annual general meeting of shareholders of the company for review.
6. Special instructions and independent opinions on the occupation of non operating funds, other related capital transactions and external guarantees of the company in 2020
Upon inspection, the company and its subsidiaries did not occupy non operating funds of controlling shareholders and other related parties during the reporting period.
Upon inspection, the company and its subsidiaries had no major related party transactions or other related capital transactions during the reporting period. Upon inspection, during the reporting period, the total amount of comprehensive credit line applied by the company and its holding subsidiaries to financial institutions and guaranteed by the company within the line is expected to not exceed RMB 1.22 billion, accounting for 45.82% of the company’s audited net assets attributable to shareholders of Listed Companies in 2019. In 2020, the above guarantee amount of 279591 million yuan has been used. In 2020, the company and its holding subsidiaries had no illegal guarantee, no overdue guarantee, and no illegal guarantee occurred in previous years and accumulated to the reporting period.
7. Independent opinions on the remuneration of directors and senior managers in 2020
After verification, we believe that the remuneration of directors and senior managers of the company in 2020 is true and accurate, the remuneration decision-making procedure of directors and senior managers of the company is legal, the payment standard is reasonable, the incentive mechanism is in place, and in line with relevant regulations and the development status of the company. Therefore, we agree to this proposal and agree to submit it to the 2020 annual general meeting of shareholders of the company for deliberation.
8. Independent opinions on applying for comprehensive credit line from financial institutions and providing guarantee within the line in 2021
This time, the company and its subsidiaries applied to financial institutions for a comprehensive credit line and the company provided guarantees within the line, which is conducive to improving the efficiency of the use of working capital of the company and its subsidiaries and in line with the overall interests of the company. Effective risk control measures are also taken for the guarantees involved in the credit line, which can effectively prevent and control risks. This matter and the provisions of the articles of association. Therefore, we agree that the company and its subsidiaries apply for a comprehensive credit line from financial institutions and the company will provide guarantee within the line, and agree to submit it to the 2020 annual general meeting of shareholders of the company for deliberation.
9. Independent opinions on using some idle self owned funds to purchase financial products
The company and its subsidiaries used some idle self owned funds to purchase financial products, fulfilled the corresponding approval procedures, and complied with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. On the premise of ensuring normal operation and capital safety, the company and its subsidiaries use some idle self owned funds to purchase financial products, which can effectively improve the efficiency of capital use and increase the company’s income, which is in line with the interests of the majority of investors. We agree that the company and its subsidiaries use some idle self owned funds of no more than 1 million yuan to purchase financial products, and agree to submit them to the 2020 annual general meeting of shareholders of the company for deliberation. 10. Independent opinions on changes in accounting policies
The company changes the accounting policies of the company in accordance with the relevant regulations and requirements of the Ministry of finance to make the accounting policies of the company comply with the requirements of the Ministry of Finance and the China Securities Regulatory Commission
