Report on the work of independent directors in 2021
In 2021, as an independent director of Zhangjiagang Guangda Special Material Co.Ltd(688186) (hereinafter referred to as ” Zhangjiagang Guangda Special Material Co.Ltd(688186) ” or “the company”), we actively participated in the general meeting of shareholders, the meetings of the board of directors and various special committees of the company and performed our duties diligently in accordance with the normative requirements of relevant laws and regulations such as the company law, the securities law, the rules for independent directors of listed companies and the rights and obligations conferred by the articles of association, the independent director system and other relevant systems, Review various proposals, give full play to professional expertise, and put forward reasonable suggestions for the operation and development of the company. By expressing prudent and objective independent opinions on the major issues considered by the board of directors, it provided strong support for the scientific decision-making of the board of directors, promoted the steady, standardized and sustainable development of the company, and effectively safeguarded the legitimate interests of the company and shareholders. Now we report our work in 2021 as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Mr. Pang Xiaonan: born in 1987, Chinese nationality, without overseas permanent residency, graduated from Nanjing University with a master’s degree in law. From July 2010 to October 2015, he served as a full-time lawyer of Jiangsu Liangfeng law firm; From November 2015 to now, he has served as a full-time lawyer of Guohao law firm (Suzhou); He is currently an independent director of the company.
Mr. Wang Jian: born in 1974, Chinese nationality, without permanent residency abroad, graduated from the Central University of Finance and economics, majoring in finance, bachelor degree, certified public accountant. From September 1998 to December 2011, he served as the business manager of Nanjing Lixin Yonghua certified public accountants Co., Ltd; January 2012 to March 2014
In June, he served as the salaried partner of Dahua Certified Public Accountants (special general partnership); From April 2014 to now, served as deputy chief accountant and partner of Daxin Certified Public Accountants (special general partnership); He is currently an independent director of the company.
(II) independence description
As an independent director of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, and do not work in the company’s affiliated enterprises; No financial, legal, consulting and other services are provided for the company or its subsidiaries. We have the independence required by the rules for independent directors of listed companies, the articles of association and the independent director system of the CSRC and the qualification to serve as independent directors of the company, which can ensure objective and independent professional judgment and there is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at the meeting
During the reporting period, the company held 11 meetings of the board of directors; 6 general meetings of shareholders. The specific attendance is as follows:
Participation in the board of directors and the general meeting of shareholders
Directors should attend to check whether the communication is continuous
Name: Board of directors in person, entrusted, absent twice, not attending the shareholders’ meeting in person, number of seats, number of seats, number of times from the number of times of attending the meeting
Wang Jian 11 5 0 0 No 6
Pang Xiaonan 11 11 2 0 0 No 6
In addition, during the reporting period, the special committee of the board of directors held 8 meetings, including 1 meeting of the strategy and Development Committee, 4 meetings of the audit committee, 1 meeting of the remuneration and assessment committee and 2 meetings of the nomination committee. As members of the professional committees of the board of directors, we participated in the meetings of the professional committees during our respective terms of office.
During the reporting period, we gave full play to our respective professional roles in a diligent and responsible manner based on the principle of prudence and objectivity. Before the meetings of the board of directors and various special committees are held, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we fully discussed the matters under consideration with other directors, put forward reasonable suggestions to the company with our accumulated professional knowledge and professional experience, and issued relevant written opinions according to the scope of responsibilities of independent directors and special committees, actively promoted the objectivity and scientificity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders. During the reporting period, we voted in favour of all proposals of the board of directors in 2021; All proposals considered by the board of directors in 2021 were voted through.
(II) site investigation
During the reporting period, we made full use of the opportunity of attending the on-site meeting of the board of directors and the general meeting of shareholders to conduct on-site investigation of the company. In addition, we maintained close contact with other directors, senior executives and relevant staff of the company through talks, telephone and other means, mastered the operation and standardized operation of the company, and comprehensively and deeply understood the management status, financial status, progress of raised funds and investment projects and other major matters of the company, Pay attention to the impact of external environment and market changes on the company and promote the improvement of the company’s management level.
The management of the company attaches great importance to the communication with us, timely reports the progress of the company’s production and operation and major matters, solicits opinions and listens to suggestions, and can timely implement and correct the problems raised by us, which provides necessary conditions and strong support for us to perform our duties better.
3、 Key matters concerned in the annual performance of independent directors
In 2021, in accordance with the requirements of laws and regulations and the company’s rules and regulations on the responsibilities of independent directors, we focused on the review of the nomination and remuneration of the company’s senior managers, the appointment of accounting firms, cash dividends and other matters, and expressed objective and impartial independent opinions from the perspective of being conducive to the company’s sustainable operation and long-term development and safeguarding the interests of shareholders, It plays an important role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, the company had no significant related party transactions.
(II) external guarantee and fund occupation
During the reporting period, there was no occupation of non operating funds and other related capital transactions by major shareholders and their subsidiaries, related natural persons, other related parties and their subsidiaries.
During the reporting period, except that Zhangjiagang Guangda Special Material Co.Ltd(688186) provided guarantees for wholly-owned subsidiaries and mutual guarantees between wholly-owned subsidiaries, the company had no other external guarantees. The company strictly implements the relevant laws and regulations and the relevant provisions of the articles of association on external guarantee. The guarantee business for wholly-owned subsidiaries during the reporting period meets the development needs of the company, the voting procedures comply with the provisions of relevant laws and regulations, and does not damage the rights and interests of the company and its shareholders.
(III) use of raised funds
According to the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation and the company’s raised funds management system, we have focused on the supervision and review of the use of raised funds of the company, We believe that the deposit and use of the raised funds comply with the requirements of relevant laws and regulations, and there are no violations.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
On January 8, 2021, the members of the second board of directors and the second board of supervisors of the company were elected at the first extraordinary general meeting of shareholders in 2021. The company held the first meeting of the second board of directors and the first meeting of the second board of supervisors on the same day. The meeting deliberated and approved the proposal on appointing Mr. Xu Weiming as the general manager of the company, the proposal on appointing the deputy general manager of the company, the proposal on appointing Ms. Guo Yan as the Secretary of the board of directors of the company and the proposal on appointing Mr. Chen Zhijun as the person in charge of finance. Based on the understanding of the background and work experience of the proposed senior managers, we believe that the proposed senior managers have relevant professional knowledge and work experience, the ability and qualifications to perform relevant duties, there is no situation that they are not allowed to serve as senior managers of the company as stipulated in the company law and the articles of association, and have not received administrative punishment from China Securities Regulatory Commission or punishment from the exchange, There is no case that the China Securities Regulatory Commission has determined that the market is prohibited or the prohibition period has not expired. The nomination, appointment procedures and voting results of the above personnel comply with the company law, the articles of association and other relevant provisions. Mr. Wang Jian and Mr. Pang Xiaonan, independent directors of the second board of directors, expressed relevant independent opinions.
During the reporting period, Mr. Sun Xudong, the deputy general manager of the company, resigned on May 26, 2021, and the financial director of the company was changed from Mr. Chen Zhijun to Mr. Zhong Weiyi on November 4, 2021. The qualifications of relevant personnel have been reviewed and approved by the nomination committee of the company.
During the reporting period, the compensation and assessment committee reviewed the company’s 2020 executive assessment and 2021 executive compensation in accordance with the company’s compensation management system and in combination with the company’s 2020 operating performance, management objectives and other aspects. We believe that the remuneration of the company’s senior managers complies with relevant national laws, regulations and the articles of association. The decision-making process is legal and effective, and there is no damage to the interests of the company and shareholders.
(VI) performance forecast and performance express
The company disclosed the announcement of 2020 annual performance express (Announcement No.: 2021) on February 10, 2021 and July 2, 2021 respectively in accordance with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange-
011) and announcement on pre increase of performance for the half year of 2021 (Announcement No.: 2021028). See the website of Shanghai Stock Exchange (www.sse. Com. CN) for details. The release of the company’s performance express and performance forecast complies with the provisions of the company law, the articles of association and relevant laws and regulations.
(VII) appointment or replacement of accounting firms
During the reporting period, in order to ensure the independence and objectivity of the company’s audit work, the company hired Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2021. The review procedures of the accounting firm employed by the company are legal and effective, and comply with the provisions of the company law, the articles of association and relevant laws and regulations. (VIII) cash dividends and other investor returns
During the reporting period, the company implemented the 2020 annual profit distribution plan in strict accordance with the articles of association and relevant regulations. Taking the total share capital of 1648 million shares on April 29, 2021 as the base, the company distributed a cash dividend of RMB 5.00 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 8240000000 (including tax). The remaining undistributed profits are accumulated and distributed in the future years. The plan is in line with the company’s business needs and the fundamental interests of the company’s shareholders. As an independent director, we agree to the profit distribution plan.
(IX) performance of commitments of the company and shareholders
Since the company was listed on the science and Innovation Board of Shanghai Stock Exchange on February 11, 2020, we have continued to pay attention to the performance of the company and its shareholders’ commitments. On April 8, 2021, Mr. Xu Hui, the shareholder of the company, mistakenly reduced 239144 shares of the company through the centralized bidding trading system of Shanghai Stock Exchange. As a shareholder holding more than 5% of the company’s shares, Mr. Xu Hui reduced the shares before the company’s initial public offering for the first time and did not disclose the reduction plan 15 trading days before the first sale of shares, In violation of the provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the detailed rules for the implementation of the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock exchange, the decision of Shanghai Stock Exchange to give regulatory attention, and the decision of Jiangsu securities regulatory bureau to issue a warning letter to Mr. Xu Hui. Mr. Gu Jincai, the senior manager of the company, disclosed the announcement of the reduction plan on September 2, 2021, and planned to reduce his holdings of no more than 400000 shares of the company from September 28, 2021 to March 25, 2022. However, during the period from September 28, 2021 to November 8, 2021, Mr. Gu Jincai actually reduced his holdings of 420000 shares, 20000 shares exceeded the reduction plan and 20000 shares exceeded the reduction plan. The reduction plan was not disclosed 15 trading days in advance, In violation of the measures for the administration of information disclosure of listed companies and several provisions on the reduction of shares held by shareholders, directors, supervisors and senior managers of listed companies, Jiangsu Securities Regulatory Bureau issued a warning letter to Mr. Gu Jincai. Up to now, the company and other shareholders have strictly fulfilled their commitments.
(x) implementation of information disclosure
After the listing of the company, we continue to pay attention to the work related to the company’s information disclosure, urge the company to perform the obligation of information disclosure in strict accordance with the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies and other laws, regulations and relevant provisions, ensure that the disclosed information meets the requirements of authenticity, timeliness, accuracy and integrity, and effectively safeguard the legitimate rights and interests of investors and public shareholders.
（11） Implementation of internal control
During the reporting period, the company established and improved the internal control system and steadily promoted the construction of the internal control system in accordance with the requirements of normative documents such as the basic norms of enterprise internal control and the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation.
（12） Operation of the board of directors and its subordinate special committees
In 2021, the company held 11 meetings of the board of directors, 1 meeting of the strategy and Development Committee, 4 meetings of the audit committee, 1 meeting of the remuneration and assessment committee and 2 meetings of the nomination committee. Various proposals on the appointment of senior managers and matters related to the convertible bond plan were reviewed and approved, which laid an important foundation for the smooth development of various business activities of the company. The directors of the company actively perform corresponding duties in their daily work, and understand and carefully study the matters to be decided in advance, especially as
