Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Report on the work of independent directors (Guo Liwei)
Shareholders and shareholder representatives:
As an independent director of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company”), I strictly abide by the company law of the people’s Republic of China, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws Regulations, normative documents and relevant provisions of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) articles of association, earnestly perform their duties, give full play to the independent role of independent directors, safeguard the overall interests of the company, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 to all shareholders as follows:
1、 Attendance at meetings
During the reporting period, I diligently performed my duties in strict accordance with the requirements of relevant laws and regulations, and did not miss the board of directors. My attendance at relevant meetings in 2021 is shown in the table below:
1、 Number of meetings of the board of directors 13
Including: number of attendance 13
Attendance in person 13
Number of entrusted attendance 0
Number of absences 0
2、 Number of general meetings 1
Including: attendance times 0
I have carefully reviewed and verified the relevant materials submitted to the board meeting for consideration and the relevant matters considered at the meeting, and voted in favour of other relevant proposals to be voted on.
2、 Independent opinions expressed at the board meeting
1. On April 11, 2021, the company held the 13th meeting of the seventh board of directors. I made comments on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s external guarantee, the proposal on the profit distribution plan in 2020, the self-evaluation report on internal control in 2020, and the special report on the storage and use of raised funds in 2020 The proposal on the confirmation of directors’ remuneration in 2020 and the remuneration scheme in 2021, the proposal on the confirmation of senior managers’ remuneration in 2020 and the remuneration scheme in 2021, the proposal on the renewal of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 Independent opinions were expressed in the proposal on the use of some idle raised funds and self owned funds for cash management, the proposal on adjusting the schedule of investment projects with raised funds, the proposal on the by election of non independent directors and members of the audit committee of the seventh board of directors, and the proposal on the appointment of the deputy general manager of the company.
2. On April 24, 2021, the company held the 14th meeting of the 7th board of directors, and I expressed independent opinions on the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to microfinance. 3. On August 23, 2021, the company held the 19th meeting of the seventh board of directors. I made a special report on the occupation of the company’s funds by the company’s controlling shareholders and other related parties, the company’s external guarantees, and the deposit and use of raised funds in the half year of 2021 The proposal on using some idle raised funds to temporarily supplement working capital issued independent opinions.
4. On September 13, 2021, the company held the 20th meeting of the seventh board of directors, and I expressed my independent opinions on the proposal on early redemption of “Jiuwu convertible bonds”.
5. On October 7, 2021, the company held the 21st Meeting of the seventh board of directors, and I made comments on the proposal on the company’s meeting the conditions for issuing shares to specific objects through summary procedures and the proposal on the company’s plan for issuing shares to specific objects through summary procedures in 2021 Proposal on the company’s plan to issue shares to specific objects in 2021 through simple procedures, proposal on the demonstration and analysis report of the company’s plan to issue shares to specific objects in 2021 through simple procedures, proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021 through simple procedures Independent opinions were expressed in the proposal on the report on the use of the company’s previously raised funds, the proposal on the measures for diluting the immediate return and filling the return and the commitments of relevant subjects when the company issues shares to specific objects, and the proposal on the planning of shareholders’ dividend return in the next three years (20212023).
6. On November 11, 2021, the company held the 23rd Meeting of the seventh board of directors, and I made comments on the proposal on the bidding results of the company’s issuance of shares to specific objects in 2021 through simple procedures, the proposal on signing a share subscription agreement with specific objects with effective conditions, and the proposal on the company’s non recurring income statement The proposal on the authenticity, accuracy and completeness of the company’s prospectus for issuing shares to specific objects in 2021 through simple procedures, the proposal on updating the company’s plan for issuing shares to specific objects in 2021 through simple procedures, the proposal on updating the demonstration and analysis report of the company’s plan for issuing shares to specific objects in 2021 through simple procedures The proposal on updating the feasibility analysis report on the use of funds raised by issuing shares to specific objects through simple procedures in 2021 issued independent opinions.
7. On November 29, 2021, the company held the 24th Meeting of the 7th board of directors. I made comments on the proposal on adjusting the company’s scheme of issuing shares to specific objects in 2021 through simple procedures and the proposal on re signing the share subscription agreement with effective conditions between the company and specific objects Proposal on the company’s 2021 plan for issuing shares to specific objects through simple procedures (Second Revised Draft), proposal on the demonstration and analysis report of the company’s 2021 plan for issuing shares to specific objects through simple procedures (Second Revised Draft) The proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021 (the second revised draft), the proposal on the report on the use of funds raised by the company in the previous time, the proposal on the measures for diluting the immediate return and filling the return and the commitments of relevant subjects (the revised draft) of the company’s issuance of shares to specific objects The proposal on the achievement of the lifting of restrictions in the third lifting period of restricted shares granted by the restricted stock incentive plan for the first time in 2018 issued independent opinions.
8. On December 22, 2021, the company held the 25th meeting of the seventh board of directors, and I gave independent opinions on the proposal on selling part of the equity of holding subsidiaries.
3、 Work of special committees of the board of directors
I also served as the chairman of the nomination committee of the seventh board of directors and the member of the audit committee of the seventh board of directors. The work during my tenure is as follows:
1. Nomination Committee
In 2021, in accordance with the working rules of the nomination committee of the board of directors and other relevant provisions, I mainly deliberated on the by election of non independent directors and members of the nomination committee of the seventh board of directors, the appointment of the company’s deputy general manager and the by election of non employee representative supervisors of the seventh board of supervisors, and carefully reviewed the company’s board of directors, board of supervisors Candidates for senior management shall have the qualifications and ability to perform their duties, and perform their duties diligently.
2. Audit Committee
In 2021, in accordance with the working rules of the audit committee of the board of directors and other relevant provisions, I mainly reviewed the company’s regular financial report, 2020 profit distribution plan, internal control self-evaluation report, temporary replenishment of working capital with some idle raised funds, cash management with some idle raised funds and self owned funds, etc, Carefully listened to the management’s report on the company’s production and operation and financial situation, and gave full play to the role of audit and supervision.
4、 On site investigation in the company
In 2021, I took advantage of the opportunity to attend the board of directors and other time to understand the production, operation and financial situation of the company, kept close contact with other directors, senior managers and relevant staff of the company, paid attention to market dynamics and changes in the external environment, learned the progress of major matters in time and mastered the operation dynamics of the company.
5、 Work done to protect the legitimate rights and interests of minority shareholders
Effectively perform the duties of independent directors, carefully consult relevant documents and materials, ask relevant departments and personnel, consult relevant account books and meeting minutes of the company for each proposal submitted to the board of directors for deliberation, use their own professional knowledge to exercise their voting rights independently, objectively and impartially, and carefully, faithfully and diligently protect the legitimate rights and interests of shareholders.
Pay attention to the study of relevant laws, regulations and rules and regulations of listed companies, continuously deepen the understanding and understanding of relevant laws, regulations and normative documents related to standardizing the corporate governance structure and protecting the rights and interests of public shareholders through personal practice, and effectively strengthen the ability to protect the interests of the company and investors.
6、 Other work
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There was no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to conscientiously perform my duties in the principle of loyalty, diligence, independence and impartiality, deeply understand the operation of the company, and give full play to the due role of independent directors in order to improve the scientific decision-making of the board of directors, protect the legitimate rights and interests of investors, and promote the steady operation of the company, create good performance.
Guo Liwei:
February 26, 2022
