Hengdian Group Dmegc Magnetics Co.Ltd(002056)
2021 annual report of independent directors
——LV Yan
As an independent director of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as "the company"), in 2021, I strictly followed the company law of the people's Republic of China, the standards for the governance of listed companies, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant laws and administrative regulations Normative documents and the relevant requirements of the articles of association and the working system of independent directors of the company, perform their duties in good faith, diligently and independently, effectively play the role of independent directors, and better safeguard the legitimate rights and interests of the company and all shareholders. I hereby report my performance in 2021 as follows:
1、 Basic information of independent directors
1. Basic personal information of independent directors
LV Yan: Chinese, born in June 1971, female, doctoral degree, associate professor. He used to be an accountant of Jiangnan Onoda Cement Co., Ltd. and is now a teacher of the Department of financial management of the school of accounting of Zhejiang University of Finance and economics and the director of the office of financial and accounting informatization competition for college students in Zhejiang Province; Since November 2020, he has served as an independent director of Shanghai magic Digital Creative Technology Co., Ltd; From April 2021 to now, he has served as Zhejiang Tuna Environmental Science & Technology Co.Ltd(603177) independent director; From May 2021 to now, he has served as Zhejiang Ming Jewelry Co.Ltd(002574) independent director; From December 2021 to now, he has served as Mclon Jewellery Co.Ltd(300945) independent director; He has been an independent director of the company since April 2020. 2. Is there a description of the situation affecting independence
I have the independence required by the rules for independent directors of listed companies, and there is no situation affecting the independence of independent directors.
2、 Annual performance of independent directors
In 2021, the company held one general meeting of shareholders and nine meetings of the board of directors. I diligently performed my duties in strict accordance with the requirements of relevant laws and administrative regulations, and there was no absence from the board of directors. The details of attending the meeting are as follows:
1. Attendance at the 2021 board meeting
The number of on-site attendance of the directors and the number of entrusted attendance by means of communication, the number of absences, the number of meetings and the number of times
9 2 7 0 0
2. Attendance at the 2021 general meeting of shareholders
In 2021, I attended the 2020 annual general meeting of shareholders of the company and carefully reviewed the proposals to be submitted to the general meeting of shareholders for deliberation.
3. Voting at the meeting
In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal procedures, and the major business decision-making and other major matters were subject to the relevant examination and approval procedures, which were legal and effective. Therefore, I voted for all the proposals considered by the board of directors, and there were no objections, reservations and inability to express opinions. 3、 Opinions of independent directors in 2021
During the reporting period, on the basis of a careful understanding of the company's business activities and with professional knowledge, I conducted regular reports on the company, related party transactions, profit distribution, re employment of audit institutions, cancellation of remaining repurchased shares, remuneration schemes for directors and senior managers, changes in accounting policies, extension of the second phase of employee stock ownership plan Special opinions have been issued on important matters such as investment projects, and the specific independent opinions are as follows:
Issue an independent opinion
Time and type of meeting
1. Independent opinion on the company's investment in Jiangsu Jicui Antai Chuangming equity agreed on January 25, 2021
2. Independent opinion on investment in the project of 4gw high-efficiency large-size single crystal battery per year agreed on February 5, 2021
3. Independent opinion on the acquisition of 20% equity of Jinchuan electronics, agreed on February 5, 2021
4. Prior approval opinion on the company's re employment of the audit institution in 2021 agreed on February 27, 2021
5. Prior approval opinions on the prediction of the company's daily connected transactions in 2021 agreed on February 27, 2021
6. Independent opinion on the company's profit distribution plan for 2020 agreed on March 10, 2021
7. Independent opinion on the company's reappointment of the auditor in 2021 agreed on March 10, 2021
8. Independent opinion on the self-evaluation report of the company's internal control in 2020 agreed on March 10, 2021
9. Independent opinion on the prediction of the company's daily connected transactions in 2021 agreed on March 10, 2021
Agreement on the difference between the estimated amount and the actual amount of the company's daily related party transactions in 2020102021-3-10
Special comments
11. Independent opinion on the company's adjustment and cancellation of the remaining shares in the company's special repurchase account 2021-3-10 agreed
12. Independent opinion on the company's shareholder return plan for the next three years agreed on March 10, 2021
13. Independent opinion on adjusting the remuneration of some directors agreed on March 10, 2021
14. Independent opinion on adjusting the remuneration of senior managers agreed on March 10, 2021
15. Independent opinion on accounting policy change agreed on March 10, 2021
About the capital occupied by the controlling shareholders and other related parties of the company and the accumulated and
16. On March 10, 2021, we agree with the independent opinions on the special description of the current external guarantee
Issue an independent opinion
Time and type of meeting
17. Independent opinion on establishing a joint venture in Vietnam agreed on June 10, 2021
18. Pre approval opinions on the expected quota of daily connected transactions 2021-8-8 agreement
19 independent opinion on the estimated amount of daily connected transactions 2021-8-18 agreed
20 independent opinion on the establishment of subsidiaries in the Netherlands 2021-8-18 agreed
About the capital occupied by the controlling shareholders and other related parties of the company and the accumulated and
21. On August 18, 2021, we agree with the independent opinion on the special description of the current external guarantee
22 independent opinion on the extension of the duration of the second phase of employee stock ownership plan agreed on September 24, 2021
23. Prior approval opinion on the expected quota of daily connected transactions 202110-17 agreed
24. Independent opinion on the estimated amount of daily connected transactions agreed on October 22, 2021
25. Prior approval opinions on investment and establishment of industrial funds and related party transactions agreed on October 27, 2021
26 independent opinion on investment and establishment of industrial funds and related party transactions 202111-1 agreed
4、 Conduct on-site investigation on the company and the performance of the Committee
1. Conduct on-site investigation and understand the operation of the company
In 2021, I took advantage of the opportunity to attend the meeting and other time to conduct on-site investigation and understanding of the company, inspected the implementation of resolutions of the general meeting of shareholders and the board of directors, project investment, related party transactions, employee stock ownership plan and other matters, and maintained close contact with the company's directors, the Secretary of the board of directors, the person in charge of Finance and other relevant staff, Timely understand the production, operation, management and other aspects of the company and the implementation of internal control.
Meanwhile, the company received and read the official account information, including weekly information, monthly communication, bulletin express, and so on. It continued to pay attention to the publicity and reports of the media companies such as "micro East magnetic" WeChat public number, East magnetic newspaper and network, and promptly learned the progress of the major issues of the company and grasps the operation of the company.
2. Appointment of special committees
As the chairman of the audit committee of the board of directors, I can actively guide the company to improve the internal control system and lead the audit committee to earnestly perform its duties in accordance with the provisions of the articles of association and the rules of procedure of the audit committee of the company. In 2021, a total of 5 Audit Committee meetings were convened to review 19 proposals, including the company's periodic report, the annual audit work summary of external accounting firms, the re employment of audit institutions, the work summary and work plan of internal audit departments. In my daily work, with many years of experience in the field of financial accounting, I gave guidance on how to prevent financial risks and improve the ability of risk control and audit supervision.
As a member of the nomination committee of the board of directors, I can attend the meeting in time and carefully review the proposal in accordance with the relevant requirements of the rules of procedure of the nomination committee of the company. Tracked and evaluated the work of the company's directors and senior managers in 2020.
As a member of the strategy committee of the board of directors, I can attend the meeting in time and carefully review the proposals in accordance with the relevant requirements of the rules of procedure of the company's strategy committee. During this period, I put forward my own views on the company's business plan and development plan in 2020, and played the role of members of the strategy committee in the work of the board of directors.
5、 Work done in protecting the legitimate rights and interests of public shareholders
1. Be diligent and responsible, and actively pay attention to the production and operation of the company
In my daily work, I pay close attention to the company's production and operation, internal management, the implementation of resolutions of the general meeting of shareholders and the board of directors, financial norms, business development, etc., regularly communicate and exchange with relevant staff of the company's operation and management, and focus on the company's operation status, industry dynamics The company has actively and effectively performed the duties of independent directors and earnestly safeguarded the interests of the company and all shareholders.
2. Strengthen supervision and continue to pay attention to the company's information disclosure
In 2021, I paid close attention to the company's information disclosure and actively supervised the timeliness, accuracy and efficiency of the company's information disclosure in strict accordance with the rules such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and the relevant provisions of the articles of association and the management system of company information disclosure Integrity and authenticity ensure investors' right to know. In 2020, the company's information disclosure was evaluated as "a" by Shenzhen Stock Exchange.
3. Promote governance and improve the construction of the company's internal control system
I have an in-depth understanding of the construction and implementation of the company's internal control and other relevant systems, and urge the company's directors, supervisors and senior managers to seriously study and understand the essence of internal control documents in combination with the relevant requirements of the basic norms of enterprise internal control and the supporting guidelines of internal control. During the period, I also helped the company improve the revision of six systems, including the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the company's information disclosure management system, the company's connected transaction decision-making system and the company's independent director working system, so as to promote the company to further improve and improve the construction and implementation of the company's internal control system, Standardize corporate governance. 4. Strengthen learning and improve professional quality and ability to perform duties
I continue to strengthen my own learning, actively participate in relevant training to improve my ability to perform my duties, improve my professional quality and ability to perform my duties. At the same time, I actively communicate with independent directors of other companies, explore the performance experience and industry value of independent directors, and learn from excellent experience, so as to further help the standardized operation of the company.
5. Strengthen communication and safeguard the rights and interests of minority shareholders
I will contact you via email
