Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Work report of independent director Zhu Heping in 2021
As the fifth and sixth directors of Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455) (hereinafter referred to as “the company”)
As an independent director of the board of directors, I strictly follow the company law and the guidance on establishing an independent director system in listed companies
Opinions and other laws and regulations, the articles of association and relevant rules of procedure, faithfully perform their duties and perform their duties diligently,
On the basis of in-depth understanding of the company’s situation, use professional knowledge and experience to make suggestions and give full play to the development of the company
The independent role of independent directors, the overall interests of the company and the cooperation of all shareholders, especially small and medium-sized shareholders
For the benefit of law, the work in 2021 is reported as follows:
1、 Attendance at the board of directors
1. Board of directors
In 2021, the company held 10 board meetings in total, and I personally attended 10 meetings. I take
Carefully and diligently, carefully read the materials of each board meeting received before the board meeting, and
During this period, we discussed each proposal in depth with other directors and expressed clear opinions on the matters discussed. I am grateful to each board of directors
All the relevant proposals considered at the meeting voted in favour.
2. General meeting of shareholders
In 2021, the company held a total of 4 general meetings of shareholders, and I personally attended 4 meetings.
In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures and made major business decisions
All items have fulfilled relevant procedures and are legal and effective.
2、 Independent opinions expressed
In 2021, I scrupulously performed my duties and duties, and paid attention to the legitimate rights and interests of shareholders from being damaged
Understand the operation of the company and express independent opinions on relevant matters as follows:
Serial No. time of publication matters of the board of directors
1、 Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee
Independent opinions of the 5th board of directors on the company’s profit distribution plan in 2020
1. Independent opinions on providing guarantee for the financing of subsidiaries and subsidiaries at the 20th meeting on April 23, 2021
4、 Opinions on the renewal of independent accounting firm
5、 Independent opinions on the remuneration of directors, supervisors and senior managers in 2020
6、 Independent opinions on the company’s internal control evaluation report in 2020
7、 Independent opinions on the company’s special report on the annual storage and use of raised funds
8、 Independent opinions on using some idle raised funds and self owned funds for cash management
9、 Independent opinions on changes in accounting policies
10、 Independent opinions on determining the purpose of share repurchase
1、 Special instructions and independent opinions on the occupation of the company’s funds and the company’s external guarantees by the controlling shareholders and other related parties on the 5th session of the board of directors on August 20, 2021
II. Independent opinions on the company’s special report on the deposit and use of raised funds in the half year of 2021
3. Independent opinions on capital increase of Jiangsu Haiji new energy Co., Ltd. at the first meeting of the Fifth Board of directors on November 10, 2021
Twenty seventh meeting
4. Independent opinions of non independent directors and independent directors on the first and general election of the Fifth Board of directors on November 29, 2021
Twenty eighth meeting
5. Independent opinions on the appointment of senior managers at the first meeting of the sixth board of directors on December 16, 2021
One meeting
I have expressed my independent opinions on the above matters.
At the 5th meeting of the 20th board of directors on April 22, 2021
The accounting firm conducted a prior review of the matter and issued a clearly agreed prior approval opinion.
On November 9, 2021, I made comments on Jiang suhai, which the company plans to consider at the 27th meeting of the Fifth Board of directors
The capital increase of Jixin Energy Co., Ltd. has been reviewed in advance and issued a clearly agreed opinion in advance.
The specific contents of the above independent opinions and prior approval opinions are detailed in cninfo.com
（ http://www.cn.info.com.cn. ）。
3、 Performance of professional committees
As the chairman of the remuneration and assessment committee of the 5th and 6th board of directors of the company, I earnestly perform the corresponding duties
Responsibilities, organize and participate in the meeting of the remuneration and assessment committee of the board of directors on time, and supervise the implementation of the remuneration system of the company
And evaluate the performance of the company’s senior managers in strict accordance with the company’s salary system.
As a member of the audit committee of the 5th and 6th board of directors of the company, I strictly comply with the company’s
Participate in the audit committee meeting of the board of directors of the company in a timely manner according to the actual work needs in accordance with the provisions of the detailed rules for the implementation of the audit committee
In the regular report audit, review the company’s financial statements and strictly supervise the progress of internal audit,
Timely exchange opinions on the problems found in the audit process to ensure the independence of the audit and the completion of the audit work on schedule.
4、 On site investigation of corporate governance structure and operation management
In 2021, I went to the company to conduct on-site investigation for many times to investigate the operation status, management and internal control of the company
The improvement and implementation of the system, the implementation of the resolutions of the board of directors, financial management, related party transactions, etc
Understand and keep close contact with other directors, supervisors, senior managers and relevant personnel of the company, always pay attention to the impact of external environment and market changes on the company, timely grasp the operation dynamics of the company, supervise and verify the performance of directors and senior managers and information disclosure, and actively and effectively perform the duties of independent directors, It has earnestly safeguarded the interests of the company and the majority of public shareholders.
5、 Work done in protecting the rights and interests of investors
1. Pay attention to the company’s information disclosure. Pay attention to the important information disclosed by the company in the media and online, and effectively supervise and verify the timely disclosure of specified information.
2. Deeply understand the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, business development, investment projects and other related matters, consult relevant materials, communicate with relevant personnel, and pay attention to the operation and governance of the company.
3. Made objective and fair judgments on the company’s regular reports and other relevant matters. Supervise and verify the authenticity, accuracy, timeliness and completeness of the company’s information disclosure.
4. Supervise and verify the performance of directors and senior executives, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the interests of the company and the majority of shareholders.
5. Continue to strengthen the study of relevant laws and regulations, deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of social public shareholders, so as to effectively enhance the ability to protect the interests of the company and investors, and form the ideological consciousness of consciously protecting the interests of social public shareholders.
6、 Other matters
1. There is no proposal to convene the board of directors;
2. Failure to propose to the board of directors to convene an extraordinary general meeting of shareholders;
3. There is no independent employment of external audit institutions and consulting institutions.
It is hereby reported.
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Signature of independent director: Zhu Heping
February 25, 2022
