Cngr Advanced Material Co.Ltd(300919)
2021 annual report of independent directors
(reporter: Cao Yue)
As an independent director of Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”), I
Judicial, securities law and other laws and regulations, departmental rules, normative documents, articles of association, independent
According to the regulations and requirements of the working system of legislative directors, in my work in 2021, I was rigorous, serious and diligent
On the principle of due diligence, attend relevant meetings held by the company on time, carefully consider various proposals of the board of directors and fully
Give full play to the independence and professionalism of independent directors and earnestly safeguard the interests of the company and shareholders, especially minority shareholders.
The performance of duties in 2021 is reported as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the convening of the board of directors and the general meeting of shareholders was in accordance with the company law and the articles of association
According to the relevant provisions of the company, the company issues shares to specific objects, makes foreign investment, raises funds for replacement and other major events
All items have fulfilled relevant procedures and are legal and effective. In 2021, my attendance at the board of directors and general meeting of shareholders is as follows:
Number of meetings of the board of directors held during the reporting period 14
Is it continuous
The name was communicated twice without being in person
Should attend the on-site visit
Voting method number of absences attending the meeting
Number of seats
Number of participants
Cao Yue 14 4 100 0 no
Number of shareholders’ meetings attended 2
2、 Independent opinions
As an independent director of the company, I checked with other independent directors on the following matters of the company in 2021
And expressed the following independent opinions:
Date of independent directors’ meeting
Independent opinions of the first board of directors on the company’s daily connected transaction plan in 2021
2021
Independent opinions of the 12th meeting on the use of raised funds to replace the paid issuance expenses and self raised funds invested in the raised investment projects in advance
January 21
At the meeting, the company and its subsidiaries proposed to apply for comprehensive credit line (including financial leasing) and guarantee and holding shares from the bank / financial leasing platform
The actual controller and its related parties provide independent opinions on related party guarantees for the company
Independent opinions on the use of some idle raised funds to temporarily supplement working capital
Independent opinions on using some idle raised funds for cash management
Independent opinions on the special report on the deposit and use of the company’s raised funds in 2020
Independent opinions on the self-evaluation report of the company’s internal control in 2020
Independent opinions on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in 2020
Independent opinions of the first directors on the company’s profit distribution plan in 2020
2021
14th Meeting
Independent opinion on renewing the appointment of audit institutions in 2021 on April 7
meeting
Independent opinions on the remuneration scheme of directors and senior managers of the company in 2021
Independent opinions on changes in accounting policies of the company
Independent opinions on the company’s hedging plan in 2021
Independent opinions on the company meeting the conditions for issuing shares to specific objects
Independent opinions on the company’s plan to issue shares to specific objects in 2021
Independent opinions on the company’s stock issuance plan to specific objects in 2021
Independent opinions on the demonstration and analysis report of the company’s plan to issue shares to specific objects in 2021
First director
Independent opinion of 2021 on the feasibility analysis report on the use of funds raised by the company’s issuance of shares to specific objects in 2021
The 18th Meeting
June 24
Independent opinions of the meeting on the special report on the use of the company’s previously raised funds
Independent opinions on the diluted immediate return of the company’s issuance of shares to specific objects, the company’s proposed filling measures and the commitments of relevant subjects
Independent opinions on the shareholder return planning of the company in the next three years (20212023)
Independent opinions on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to the issuance of shares to specific objects
Independent opinions of the first board of directors on the special report on the deposit and use of raised funds in the half year of 2021
2021
19th Meeting
On August 25, the independent opinion meeting on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantee in the half year of 2021 was held
Prior approval opinions of the first board of directors on capital and share increase and related party transactions of Guizhou Zhongwei New Energy Technology Co., Ltd., a wholly-owned subsidiary
2021
The 22nd Meeting
Prior approval opinions on capital increase and share expansion and related party transactions of Guizhou Zhongwei Xingyang Energy Storage Technology Co., Ltd., a wholly-owned subsidiary, on November 16
Meeting
Opinions of the first independent directors on abandoning the capital increase preemptive right and related party transactions of Guizhou Zhongwei resource recycling industry development Co., Ltd., a wholly-owned subsidiary
2021
23rd Meeting
On November 22, the company and its subsidiaries proposed to apply to the bank / financial leasing platform for increasing the line of comprehensive credit (including financial leasing) and guarantee and control meeting
Shareholders, actual controllers and their related parties provide independent opinions on related party guarantees for the company
Independent opinions of the first board of directors on the use of raised funds to increase capital and borrow from wholly-owned subsidiaries to implement raised investment projects
2021
Independent opinions of the 24th Meeting on using raised funds to replace paid issuance expenses and self raised funds invested in raised projects in advance
December 9
Independent opinions of the meeting on applying for credit loans from financial institutions and providing guarantees for the company by subsidiaries
3、 Work of special committees of the board of directors
In order to actively promote the work of the special committee of the board of directors and strengthen its professional functions, the board of directors of the company sets up nomination
Remuneration and assessment committee, audit committee and Strategy Committee.
I serve as the audit committee of the board of directors respectively
Chairman and members of the nomination, remuneration and assessment committee.
In 2021, the company will mainly perform the following duties:
The work of the audit committee. As the chairman of the audit committee, I organized five audit committee meetings
The meeting discussed the proposal on the company’s daily connected transaction plan in 2021 and the proposal on the use of raised funds
Proposal on self raised funds of the company and its subsidiaries
It is proposed to apply to the bank / financial leasing platform for comprehensive credit (including financial leasing) line and guarantee, controlling shareholder and real estate
Proposal on the use of idle funds by the raising controller and its related parties
The proposal on temporary replenishment of working capital and the proposal on the change of accounting policies of the company shall be reviewed
Nuclear.
Work of the strategy committee. As a member of the strategy committee, I participated in the strategy committee twice
Proposal on signing Cngr Advanced Material Co.Ltd(300919) Beibu Gulf Industrial base project investment contract with Qinzhou Municipal People’s government
Agreement on the agreement between Zhongwei Hong Kong new energy, a wholly-owned subsidiary, and rigqueza on smelting laterite nickel ore with an annual output of high matte nickel
The proposal on joint venture agreement of 30000 tons (Indonesia) project containing nickel metal shall be reviewed.
4、 Conduct on-site investigation and daily communication with the company
In 2021, I took advantage of the opportunity to attend the board of directors, the general meeting of shareholders and various special committees to pay special attention to the company
Issue of shares, foreign investment, replacement of raised funds, related party transactions, production and operation and Finance
Understand the situation and listen to the report of the company’s management on the operation status and standardized operation on site. In daily work, keep close contact with other directors, senior executives and staff of relevant business departments of the company through telephone inquiry, timely learn the progress of major matters of the company, and give suggestions and opinions on equity financing, related party transactions, legal risk prevention and corporate governance in combination with the actual situation of the company’s operation and management.
5、 Work done in protecting the legitimate rights and interests of investors
(I) earnestly perform the duties of independent directors
I require the company to provide relevant materials in advance and carefully review the major matters considered and decided by the board of directors of the company, and put forward reference opinions with my own professional knowledge, so as to make the decision-making of the board of directors more practical and feasible. Be able to make independent, objective and prudent decisions on the matters under consideration, exercise voting rights, 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.
(II) in depth study and improve the ideological awareness of protecting the shareholders’ rights and interests of the public
I deeply study the latest laws, regulations and various rules and regulations issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, constantly deepen my understanding and understanding of relevant laws and regulations, improve my ability to perform my duties, form an ideological awareness of consciously protecting the interests of shareholders of the public, and provide better opinions and suggestions for the scientific decision-making and risk prevention of the company, Further promote the steady development of the company and play its due role.
6、 Other matters
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to convene an extraordinary general meeting of shareholders;
(III) there is no proposed employment or dismissal of accounting firms;
(IV) there is no public solicitation of voting rights from shareholders before the general meeting of shareholders;
(V) there is no external audit institution or consulting institution.
7、 Contact information
Name and email address of independent director
Cao Yue [email protected].
The above is my report on my performance of duties in 2021. I would like to express my heartfelt thanks to the board of directors, senior management and other relevant personnel of the company for their active cooperation and strong support in the process of performing their duties.
In 2022, I will continue to perform the duties of independent directors, protect the rights and interests of small and medium-sized investors, and become more stable in 2022 under the leadership of the board of directors
