Ningxia Baofeng Energy Group Co.Ltd(600989)
Report on the work of independent directors in 2021
As an independent director of Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as “the company”), in 2021, in accordance with the company law, the securities law and other relevant laws and regulations, the guidance on the establishment of independent director system by listed companies, the articles of association, the working system of independent directors, the annual report working system of independent directors and other internal management systems of the company, Faithfully, diligently, prudently and independently perform their duties, pay attention to the company’s information, timely understand the company’s production, operation and financial operation, attend the meetings of the board of directors and the general meeting of shareholders on time, discuss and analyze the matters required by the supervision in advance, participate in the decision-making of major events of the company, express independent opinions as required, and give full play to the advisory and supervisory role of independent directors, Earnestly safeguard the overall interests of the company and the legitimate rights and interests of the company’s shareholders, especially the minority shareholders. The performance of duties in 2021 is now reported as follows:
1、 Basic information of independent directors
The third board of directors of the company consists of 9 directors, including 3 independent directors, namely Mr. Liang Longhu, Ms. Guo Ruiqin and Ms. Zhao Enhui.
(I) personal work experience, professional background and part-time work of independent directors
Mr. Liang Longhu: Bachelor degree, professor level senior engineer, expert on special government allowance of the State Council. He has been an independent director of the company since April 2017, an Shanxi Lanhua Sci-Tech Venture Co.Ltd(600123) independent director since September 2020, and a senior expert of Sinopec Luoyang Engineering Co., Ltd. since November 2016.
Ms. Guo Ruiqin: Master’s degree, certified public accountant, certified tax agent. He has been an independent director of the company since April 2017, the project manager of Rongcheng Certified Public Accountants (special general partnership) since October 2020, and the project manager of Beijing Xinghua certified public accountants from 2006 to September 2020.
Ms. Zhao Enhui: Bachelor degree, lawyer. He has been an independent director of the company since April 2017 and deputy director and lawyer of the Management Committee of Beijing Yingke (Yinchuan) law firm since 2016.
(II) whether there are conditions affecting independence
As an independent director of the company, we have the independence required by the guidance on establishing an independent director system in listed companies issued by the CSRC, and have not held any position in the company other than an independent director or among the major shareholders of the company, We have not obtained any undisclosed benefits other than the allowance for independent directors from the company and its major shareholders or interested institutions and personnel, and there are no problems affecting our independence
2、 Annual performance of independent directors
(I) participation in the meeting
In 2021, the company held 1 general meeting of shareholders, 6 meetings of the board of directors, 4 meetings of the audit committee of the board of directors, 1 meeting of the nomination committee of the board of directors and 1 meeting of the remuneration and assessment committee of the board of directors. Our attendance at the meeting is as follows:
Unit: time
Names of shareholders who should attend the board of directors in person and vote as nonvoting delegates during the reporting period
Number of attendances number of meetings mode of attendance number of meetings
Once on site,
Liang Longhu 9 9 6 were all affirmative votes 1
Communication 5 times
Guo Ruiqin was on the scene once on December 6, with 1 affirmative vote
Communication 5 times
Once on site,
Zhao Enhui 12 6 were all affirmative votes 1
Communication 5 times
In accordance with the provisions and requirements of the articles of association and the rules of procedure of the board of directors, we attended all the meetings of the board of directors and the general meeting of shareholders on time, carefully considered the proposals, actively participated in the discussion of various proposals, and put forward reasonable suggestions, played a positive role in the correct and scientific decision-making of the board of directors, and exercised the voting right with a rigorous attitude, All proposals submitted to the board of directors were voted in favor, and there was no objection or waiver. The independent directors have played a full role in safeguarding the interests of the company as a whole, especially the interests of small and medium-sized shareholders.
(II) expression of independent opinions
In 2021, in line with the working attitude of seeking truth from facts, being serious and responsible, and based on the position of independent judgment, we expressed independent opinions on 12 proposals considered by the board of directors four times throughout the year, and put forward our independent judgment on the matters under consideration.
(III) on site inspection
We set up wechat to visit the board of directors, the financial planning committee and other relevant personnel of the company in 2021, and keep close contact with the board of directors, the financial planning committee and other relevant personnel of the company through e-mail, Pay attention to the impact of external environment and market changes on the company. During the annual audit of the company, we communicated with the company’s senior executives, comprehensively and deeply understood the company’s operation and development, and put forward constructive opinions and suggestions on the relevant proposals of the company’s board of directors by using professional knowledge and enterprise management experience, giving full play to the role of staff and supervision. The management of the company attaches great importance to communication with us and regularly reports the production and operation of the company and the progress of major events, which provides complete conditions and support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
As an independent director of the company, based on the attitude of being responsible to investors and using his own legal, financial and industry knowledge, he independently, objectively and prudently studies and judges the proposals submitted by the company to the board of directors for deliberation, and gives prior approval and independent opinions on relevant matters, so as to promote the scientificity and objectivity of the decision-making of the board of directors and effectively safeguard the legitimate rights and interests of the company and shareholders.
(I) related party transactions
The related party transactions of donation between the company and related parties in 2021 are true and effective, comply with the provisions of relevant national laws, regulations and policies, and the related party transactions are true and legal, and the corresponding necessary legal procedures have been performed; Other related party transactions follow the principles of equality, voluntariness and fairness. The terms determined in the agreement are fair and reasonable. The price of related party transactions is based on the evaluation results. After negotiation and determination by all parties to the transaction, the transaction pricing method is reasonable and the transaction price is fair. Generally speaking, the related party transactions of the company in 2021 do not harm the interests of the company and its shareholders, especially minority shareholders.
(II) external guarantee and fund occupation
In 2021, except for the normal operating capital transactions with related parties, the company did not occupy the company’s funds by controlling shareholders and other related parties; The company and its subsidiaries have no external guarantee.
(III) use of raised funds
In 2021, the deposit and use of the company’s raised funds met the relevant provisions of the provisions on the management of raised funds of listed companies on Shanghai Stock Exchange and the system for the management and use of raised funds of the company. There was no violation of the management of raised funds. The company has disclosed the use and deposit of raised funds in a timely, accurate and complete manner in accordance with the relevant provisions.
(IV) nomination and remuneration of senior managers
During the reporting period, we carefully considered the nomination proposal of the company’s senior managers, and evaluated the qualifications and professional quality of the candidates. The nomination and appointment procedures of the company’s senior managers comply with the provisions of the company law and the articles of association. In accordance with relevant laws and regulations and the rules of procedure of the remuneration and appraisal committee of the board of directors, we have reviewed the remuneration of non independent directors and senior managers of the company, and believe that the remuneration of non independent directors and senior managers of the company complies with the provisions of the company’s performance appraisal and relevant remuneration systems, and the remuneration payment complies with relevant laws and articles of association Rules and regulations.
(VI) performance forecast and performance express
The independent directors of the company actively paid attention to the company’s performance, communicated with the independent directors on the company’s performance express and advance notice, and formed written opinions. We believe that: the announcement of 2020 annual performance express disclosed by the company on March 5, 2021 and the announcement of 2021 semi annual performance advance disclosed on July 17, 2021, There is no significant difference between the financial data and indicators related to the periodic reports actually disclosed.
(VII) proposed convening of the board of directors, proposed employment or dismissal of accounting firms, independent employment of external audit institutions and consulting institutions, etc
During the reporting period, we did not propose to convene the board of directors, and the company did not employ an external audit and consulting agency. On March 10, 2021, the company held the 11th meeting of the third board of directors, deliberated and approved the proposal on appointing the company’s audit institution in 2021, and agreed to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and issue audit reports and other relevant documents. We believe that the renewal of the appointment of the audit institution is conducive to maintaining the continuity and stability of the external audit work, and the appointment procedures comply with the relevant provisions of laws and regulations without damaging the interests of the company and shareholders.
(VIII) cash dividends and other investor returns
On March 10, 2021, the 11th meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s profit distribution plan in 2020. We carefully examined the proposal and expressed independent opinions. We believe that the differential dividend scheme proposed by the company to compensate non restricted shareholders with restricted shareholders has safeguarded the interests of non restricted shareholders. The cash dividend will not affect the continuous operation of the company and the future business development of the company. The company’s deliberation procedure for the proposal is legal and effective, which ensures the reasonable return on investment of shareholders, and is reasonable and feasible.
(IX) performance of commitments of the company and shareholders
In 2021, the company and relevant shareholders strictly fulfilled relevant commitments, and there was no violation of commitments. (x) implementation of information disclosure
In 2021, the company strengthened the management of information disclosure and improved the work flow of information disclosure in strict accordance with the provisions of relevant regulatory documents of China Securities Regulatory Commission and Shanghai Stock Exchange, as well as the requirements of the company’s information disclosure system and the internal reporting system of major information of the company, so as to ensure that regulators and investors understand the operation and major matters of the company in a timely and accurate manner. We believe that the company has carried out information disclosure truthfully, accurately and completely without any false records, misleading statements or major omissions.
（11） Implementation of internal control
In 2021, the company will continue to strengthen the company’s internal control management concept, and timely optimize the internal control process in combination with the actual situation in the production and operation process and the problems in the management process. We believe that the company’s internal control organization and system are perfect, and all businesses are carried out in strict accordance with relevant systems and processes. The company’s existing internal control system and system have played a good role in control and prevention in all key links and can be effectively implemented.
（12） Operation of the board of directors and its subordinate special committees
In 2021, the board of directors and special committees of the company carried out their work with due diligence in accordance with the requirements of laws and regulations, the articles of association and the working rules of each committee. Each special committee gave full play to the professional expertise of independent directors, provided effective professional suggestions for the discussion of major issues, and assisted the board of directors in making scientific and efficient decisions. In 2021, the company held 6 meetings of the board of directors, 4 meetings of the audit committee, 1 meeting of the nomination committee and 1 meeting of the remuneration and assessment committee. We believe that the operation of the board of directors and its special committees of the company is in accordance with the law, all major matters have been fully discussed and deliberated, and the operation of the board of directors and its special committees is scientific and efficient.
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, in the spirit of honesty, trustworthiness and diligence, we performed the duties of an independent director independently, objectively, fairly and prudently in accordance with the provisions and requirements of relevant laws and regulations, and played a positive role in the correct decision-making of the board of directors according to our own expertise.
In 2022, based on the principles of independence, objectivity and prudence, we will continue to participate in the deliberation of major issues of the company in accordance with laws and regulations, the articles of association and the working system of independent directors of the company, actively offer suggestions for the development of the company, and further promote the standardization, science and efficiency of the decision-making of the board of directors, Earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
It is hereby reported.
Independent director: Liang Longhu, Zhao Enhui, Guo Ruiqin
