Tangshan Jidong Equipment And Engineering Co.Ltd(000856)
Report on the work of independent directors in 2021
As an independent director of Tangshan Jidong Equipment And Engineering Co.Ltd(000856) (hereinafter referred to as "the company"), we strictly comply with the company law, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders and other relevant laws and regulations, as well as the provisions and requirements of the articles of association and the working system of independent directors of the company, Adhering to the spirit of being responsible to the company and all shareholders, he diligently and carefully performed the duties of independent directors, actively attended relevant meetings of the company, carefully considered various proposals of the board of directors, and expressed independent opinions on relevant matters, gave full play to the role of independent directors, standardized the operation of the company, and safeguarded the rights and interests of the company and shareholders, especially small and medium-sized shareholders. The performance of our duties as independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
On August 27, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the election of independent directors by the board of directors. Recommended by the controlling shareholder Jidong Development Group Co., Ltd., the board of directors nominated Mr. Luo Xiong, Mr. Yue Dianmin and Ms. Wang Yumin as independent directors of the seventh board of directors, And hold important positions in relevant special committees of the board of directors.
The number of independent directors of the company exceeds one third of the number of the board of directors, one of whom is an accounting professional, which meets the requirements of relevant laws and regulations on the proportion and professional allocation of independent directors of listed companies. There are no more than 5 listed companies with part-time independent directors, so as to ensure that independent directors can perform relevant duties independently and prudently.
2、 Attendance at the board meeting of the company
Attendance of independent directors at the board of directors
The name of the person attending the board of directors shall be present in person and absent by proxy
Times (Times) (Times) (Times)
Luo Xiong 9 9 0 0
Yue Dianmin 9 9 0 0
Wang Yumin 9 900
In 2021, the company held 9 meetings of the board of directors. We participated in the relevant meetings of the board of directors, the special committee and the general meeting of shareholders held by the company with diligence. Before the meeting, carefully consult the relevant meeting materials, actively ask the company for key issues, and conduct in-depth communication with the management and relevant departments; In the process of participating in the decision-making of the board of directors, carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, exercised the voting rights independently, objectively and prudently, gave full play to the role of independent directors, safeguarded the standardized operation of the company and the overall interests of shareholders, and earnestly fulfilled the obligations and responsibilities of independent directors. 3、 Attendance at the general meeting of shareholders of the company
Independent directors should attend the general meeting of shareholders and the number of times of actual attendance and absenteeism
Luo Xiong 5 50
Yue Dianmin 5 50
Wang Yumin 5 0
4、 Independent opinions
According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other relevant laws and regulations, normative documents and the relevant provisions of the articles of association, on the basis of a careful understanding of the company's operation and management in 2021, we rely on our own professional knowledge to deal with the company's related party transactions, the appointment and removal of senior managers Independent, objective and professional opinions were expressed on the appointment of annual audit accounting firm, the audit of internal control self-evaluation report and other related matters, which safeguarded the standardized operation of the company and the overall interests of shareholders, and earnestly fulfilled the obligations and responsibilities of independent directors.
Our independent opinions on relevant matters of the company in 2021 are as follows:
Meeting time and opinion type of independent directors
The sixth board of directors January 2021 Estimated of the company's daily related party transactions in 2021
Independent opinion of the 28th meeting on January 12. Agreed meeting date
1. The agreement between the company and Beijing Jinyu Finance Co., Ltd
Prior recognition and independence of the financial services agreement
See;
2. Bill pledge pool involving related party transactions of financial companies
Prior approval of financing, deposit, loan and other financial businesses
And independent opinion
3. To the controlling shareholder Jidong Development Group Co., Ltd
Prior approval and independent opinions of the sixth board of directors on the loan application of the company in 2021
4. 29th meeting February 8 Prior consent and independent opinions on the leased house and related party transactions;
5. Prediction of the company's daily connected transactions in 2021
Independent opinion of
6. On the risks of Beijing Jinyu Finance Co., Ltd
Independent opinions of the assessment report
7. On deposit in Beijing Jinyu Finance Co., Ltd
Independent opinions on the risk disposal plan.
1. About the provision for credit impairment and assets in 2020
Independent opinions on the provision for asset impairment;
2. Comments on the company's profit distribution plan in 2020
Opinions;
The sixth board of directors March 2021 To the controlling shareholders and other related parties of the company in 2020
The 30th special statement on the occupation of joint funds and external guarantee on March 22 agreed with the meeting's clarification and independent opinions;
4. Independent evaluation report on the company's internal control
opinion;
5. Non independent directors and senior managers
Independent opinions on salary in 2020;
6. To the controlling shareholder Jidong Development Group Co., Ltd
The company's prior approval and independent opinions on the loan application;
7. Prior notice on leased houses and related party transactions
Recognition and independent opinions;
8. The independent directors have completed the daily related party transactions in 2020
Completion verification and special opinions;
9. Prediction of the company's daily connected transactions in 2021
Independent opinion.
1. About the central control of the company's 2021 semi annual report
Share holders and other related parties occupy the company's funds and
Special description and independent opinions on external guarantee of the company;
2. Comments on Beijing Jinyu Finance Co., Ltd
Independent opinions on continuous risk assessment report;
The sixth board of directors March 2021 On the appointment of accounting firms by the company in 2021
Prior approval and independent opinions of the 32nd meeting on August 11; 4. The meeting date is agreed On the nomination method and appointment of candidates for directors of the company
Independent opinions on qualification;
5. About the transfer of the company to the controlling shareholder Jidong Development Group
Tangshan Caofeidian Tangshan Jidong Equipment And Engineering Co.Ltd(000856) mechanical thermal processing company
36% equity of the company and acquisition of Jidong Development Group
Holding Jidong Development Group Hebei Mine Engineering Co., Ltd
85% equity.
The 7th board of directors January 2021 Independent directors' opinions on the appointment of senior managers
I'll see you on August 27. Agree to discuss the day
The 7th board of directors January 2021 On the independent opinion of the company on the financial data of the second meeting of the retroactive adjustment and consent Committee on business merger under the same control on October 27.
Discussion day
1. About the signing of "Golden Corner" with Beijing Jinyu Finance Co., Ltd
Prior approval and independent opinions of the financial services agreement;
2. Bill pledge pool involving related party transactions of financial companies
Prior approval and independent opinions on financing business;
3. On the risks of Beijing Jinyu Finance Co., Ltd
Independent opinions on the continuous assessment report;
The 7th board of directors April 2021 On deposit in Beijing Jinyu Finance Co., Ltd
Independent opinions of the third meeting of the board of directors on the risk disposal plan on December 1; Agree to the meeting day 5 About the prediction of the company's daily connected transactions in 2022
Independent opinion of the;
6. About the company to Jidong Development Group Co., Ltd
Prior approval and approval of the company's application for loans and related party transactions
Opinions;
7. Opinions of independent directors on the appointment of senior managers
See you.
January 2021 Independent on related party transactions due to public bidding
——Comments on December 8. Consent date
The 7th board of directors January 2021 Independent opinions on connected transactions;
2. The fourth meeting on December 17 Independent opinions on the nomination method and qualification of directors of the company.
January 2021 Verification on resignation of directors and deputy managers of the company
——See you on December 17. Consent date
5、 Work of professional committees
As the convener and member of the professional committee under the board of directors of the company, actively communicate with the company's directors, supervisors, senior managers, finance and capital department, audit department and the Secretary Office of the board of directors, timely understand the company's operation, financial status and the implementation progress and effect of internal control, and use professional knowledge and practical experience, Seriously participate in the decision-making of major matters of the company.
1. Work of the strategy committee
The strategic committee of the board of directors of the company is composed of three directors, including one independent director. According to the industry environment and market situation of the company, the strategy committee of the board of directors of the company puts forward opinions and suggestions on the formulation of the company's development planning strategy, guides and urges the investment management and strategic management departments of the company to do a good job in the strategic planning of the company.
2. Work of the remuneration and assessment committee of the board of directors
The remuneration and assessment committee of the board of directors of the company is composed of three directors, including two independent directors, who actively perform their duties in accordance with the rules of procedure of the remuneration and assessment committee of the board of directors and other relevant provisions. The remuneration and appraisal committee of the board of directors shall review the performance appraisal mechanism, remuneration distribution scheme and performance evaluation of directors and senior managers according to the completion of the company's main financial indicators and business objectives and in combination with the work scope and main responsibilities of directors and senior managers, so as to effectively perform their duties and ensure the effective control and supervision of the board of directors over the management of the company
