Jiangsu Baichuan High-Tech New Materials Co.Ltd(002455)
Report on work of independent director Jiang Pingping 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 guidelines on establishing an independent director system in listed companies
See the provisions of laws and regulations, the articles of association and relevant rules of procedure of the company, 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 sincerely
Carefully and diligently, carefully read the materials of each board meeting received before the board meeting, and
During the discussion, he 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 major business decisions
Relevant procedures have been performed, legal and effective.
2、 Independent opinions expressed
In 2021, I scrupulously performed my duties and duties, paid attention to the legitimate rights and interests of shareholders and understood in detail
Independent opinions on the operation of the company are 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
2、 Independent opinions on the company’s 2020 profit distribution plan
1. Independent opinions on providing guarantee for the financing of subsidiaries and subsidiaries at the third session of the Fifth Board of directors on April 23, 2021
20th meeting IV. independent opinions on the renewal of 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 notes 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 2 on the fifth 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 nomination committee of the 5th and 6th board of directors of the company, I strictly abide by the director’s nomination rules of the company
According to the implementation rules of the nomination committee of the board of directors, organize to participate in the meeting of the nomination committee of the board of directors according to the actual work needs
Suggestions are put forward on the staffing of the company and the selection and election procedures of relevant middle and senior managers
The construction of corporate governance structure has played a good role.
As a member of the strategy committee of the 5th and 6th board of directors, I strictly follow the strategy committee of the board of directors of the company
Participated in the meeting of the strategy committee of the board of directors of the company in accordance with the implementation rules of the board of directors, and made comments on the company’s long-term development strategy and
Major investment decisions have been studied and discussed, providing professional support for the decision-making of the board of directors.
As a member of the remuneration and assessment committee of the 5th and 6th board of directors of the company, I earnestly perform corresponding duties,
Participate in the meeting of the remuneration and assessment committee of the board of directors on time, supervise the implementation of the remuneration system of the company, and strictly implement it
Ge evaluates the performance of senior managers of the company in accordance with the salary system of the company.
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, investigated and understood the improvement and implementation of the company’s operating conditions, management and internal control systems, the implementation of the resolutions of the board of directors, financial management and related transactions, and maintained 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 executives and information disclosure, actively and effectively perform the duties of independent directors, and seriously safeguard 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: Jiang Pingping
February 25, 2022
