Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Performance report of independent directors in 2021
In accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, the articles of association and the working system of independent directors of the company, all independent directors of the company earnestly perform the duties of independent directors, Give full play to the role of independent directors, free from the influence of major shareholders, actual controllers or other units or individuals with interests in the company, and effectively safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. The report on the performance of duties in 2021 is as follows:
1、 Participation in the board of directors and shareholders' meeting
In 2021, the company held 8 meetings of the board of directors and 1 general meeting of shareholders, in which independent directors Luo Yunbai, Li Guangyu and Wang Zhan attended the board of directors 8 times. The attendance of independent directors in 2021 is as follows:
Time: attendance of independent directors at the general meeting of shareholders
On April 29, 2021 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2020 annual general meeting of shareholders, directors Li Guangyu, Wang Zhan and Luo Yunbai attended the meeting
Discussion.
In 2021, all independent directors of the company conscientiously fulfilled their obligations of loyalty and diligence, carefully deliberated the proposals submitted to the board of directors, exercised their voting rights with a cautious attitude, and played a positive role in making scientific decisions for the meeting.
2、 Opinions of independent directors in 2021
In accordance with the articles of association, the working system of independent directors and relevant provisions of other laws and regulations, Luo Yunbai, Li Guangyu and Wang Zhan expressed their opinions on the following relevant matters of the company and issued written opinions during the reporting period.
Comments on meeting date and matters
type
1. On the renewal of accountants at the meeting of the board of directors
The proposal of the office of the second board of directors was approved in advance.
The 39th meeting on April 7, 2021 2. Independent consent on the 2020 profit distribution plan
Opinions;
3. Comments on the evaluation report on internal control of the company in 2020
Independent opinions;
4. Independent opinions on the renewal of accounting firm;
5. On cash management by using some temporarily idle self owned funds
Independent opinion of the;
6. Special report on the deposit and use of raised funds of the company
Independent opinions;
7. On the general election of the company's board of directors and the election of the third board of directors
Independent opinions of non independent directors and independent directors;
8. The company meets the conditions for issuing shares to specific objects through summary procedures
Independent opinion of the;
9. About the company's issuance of shares to specific objects through summary procedures
Independent opinions on the scheme;
10. About the company's application of summary procedure to specific objects in 2021
Independent opinions on the stock issuance plan;
11. About the company's application of summary procedure to specific objects in 2021
Independent opinions on the demonstration and analysis report of the stock issuance scheme;
12. About the company's application of summary procedure to specific objects in 2021
Independent meaning of the feasibility analysis report on the use of funds raised by issuing shares
See;
13. Independent report on the use of the company's previously raised funds
opinion;
14. On the issue of summary procedures to specific objects in 2021
Diluted immediate return of shares and measures to fill the return and commitments of relevant entities
(b) the opinion of the Commissioner;
15. Shareholders' dividends in the next three years (20202022)
Independent opinions on return planning;
16. About 2018, 2019 and 2020
Independent opinions on the proposal of non recurring profit and loss details;
17. About the company's decision on the investment of the raised funds belongs to scientific and technological innovation
Independent opinions on the proposal of "description of new fields";
18. Proposal to the general meeting of shareholders to authorize the board of directors and its authorized persons
Fully handle the issue of shares to specific objects through summary procedures
Independent opinions on the motion on relevant matters;
19. About the reconstruction and expansion project of adsorption material industrial park invested by the company
Objective independent opinion.
The external guarantee of the company in 2020 was discussed
The independent directors hereby issue the following special instructions and independent opinions on careful verification:
In January 2020, the company has established a perfect external guarantee risk control system
The degree of external guarantee on April 7, 2021 can conscientiously implement relevant systems and regulations, and strictly control the risk of external guarantee for consent to special instructions and the risk of fund occupation by related parties.
2. The company was not a controlling shareholder or other related party in 2020
The guarantee provided by the party, any unincorporated unit or individual.
The third board of directors 1. Independent opinions on the proposal on the appointment of the general manager of the company;
The first meeting on April 29, 2021 2. Independent opinions on the proposal of appointing the company's deputy general manager, Secretary of the board of directors and other senior managers.
2021 / 07 / 26 the third board of directors agreed on the deposit and use of the company's raised funds in the half year of 2021
Independent opinions on the proposal of the special report on the status of the second meeting.
1. Independent opinions on adjusting the grant price of equity incentive plan;
2021 / 08 / 20 agreed by the 3rd board of directors
Proposal on granting reserved restricted shares to incentive objects at the 3rd meeting 2
Independent opinion.
1. Regulations on cash management using some idle raised funds
Independent opinions on the proposal;
The third session of the board of directors 2. Closing and approval of some raised investment projects on initial public offering
The fifth meeting on October 18, 2021 approved the proposal of using the surplus raised funds for other raised investment projects
Opinions;
3. On using some temporarily idle self owned funds for cash management
Independent opinions on the bill of reason.
The third board of directors 1. Independent opinions on the cancellation of some restricted shares;
The sixth meeting on November 29, 2021 2. The first grant of the 2020 restricted stock incentive plan was approved by the Department
Independent opinions that meet the attribution conditions in the first attribution period.
3、 Work of the special committee of independent directors
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. According to the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant provisions, as well as the needs of the actual situation of the company, the first meeting of the third board of directors of the company elected the members of the special committee of the third board of directors, The positions of independent directors in the special committee of the board of directors are as follows:
Independent director and chairman of the special committee
Strategy Committee Luo Yunbai, Li Jianbo
Audit Committee Li Guangyu, Wang Zhan, Luo Yunbai, Li Guangyu
Nomination Committee Luo Yunbai, Wang Zhan and Luo Yunbai
Wang Zhan, Li Guangyu and Wang Zhan of salary and assessment committee
In 2021, as members of the special committees of the board of directors of the company, we faithfully performed our duties in a serious, responsible, diligent and honest manner, exercised our voting rights independently, objectively and prudently, and effectively supervised and inspected the performance of directors and senior executives according to the actual situation of the company and their respective working systems and implementation rules, Fully performed the duties of independent directors and promoted the professionalism, scientificity and objectivity of the decision-making of the board of directors. 4、 Key issues of independent directors' annual performance
During the performance of independent directors in 2021, we mainly focus on the progress of the following matters:
1. Use of raised funds
(1) On April 7, 2021, the special report on the deposit and use of raised funds in 2020 was deliberated and adopted at the 39th meeting of the second board of directors of the company, The independent directors expressed clear independent opinions on the proposal: "in 2020, the company has been in accordance with the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013) And other relevant laws and regulations and the requirements of the company's fund-raising management system, the raised funds are stored and used, and the storage and use of the raised funds are disclosed in time. There are no violations in the use and management of the raised funds. The contents of the special report on the deposit and use of raised funds in Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) 2020 prepared by the company are true, accurate and complete, and there are no false records, misleading statements and major omissions. In conclusion, we agree with the special report on the deposit and use of raised funds in 2020 issued by the company. "
(2) On July 26, 2021, the second meeting of the third board of directors of the company considered and approved the proposal on the special report on the deposit and use of the company's raised funds in the half year of 2021, The independent directors expressed clear independent opinions on the proposal: "we believe that the deposit and use of the raised funds of the company in the half year of 2021 comply with the measures for the administration of raised funds of listed companies on Shanghai Stock Exchange (revised in 2013), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange Regulatory guidelines for listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies and other laws, regulations and rules
