Report on the work of independent directors in 2021
(Cao Chengbao)
Shareholders and representatives:
As an independent director of Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company”), during my term of office, I strictly followed the relevant provisions of laws and regulations such as the 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, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors, He has scrupulously performed his duties, diligently performed the duties of independent directors, actively attended relevant meetings, carefully considered various proposals, expressed independent opinions on major issues of the company, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties in 2021 to you as follows:
1、 Attendance at the board of directors and the general meeting of shareholders
In 2021, during my tenure as an independent director, the company held 10 meetings of the board of directors, all of which I attended in person. I carefully read the meeting materials of the board of directors received before the meeting of the board of directors. During the meeting, I deeply discussed each proposal with other directors and expressed clear opinions. I voted in favour without objection or abstention, absence or entrustment of other directors to attend the board of directors.
In 2021, during my tenure as an independent director, the company held 6 shareholders’ meetings, and I attended 3 shareholders’ meetings as a nonvoting delegate. The convening of the general meeting of shareholders complies with the legal procedures, and the relevant procedures have been performed for major business decisions, which is legal and effective.
2、 Independent opinions
In 2021, I fulfilled my duties and duties diligently. During my tenure, I expressed independent opinions on relevant matters of the company and agreed. The details are as follows:
On January 29, at the 15th meeting of the 5th board of directors of the company, the independent opinions on matters related to early redemption of “blue convertible bonds” were issued.
On February 7, at the 16th meeting of the 5th board of directors of the company, the company issued the “prior approval opinions on the renewal of the company’s audit institution in 2021”, “prior approval opinions on the prediction of daily connected transactions in 2021”, “independent opinions on the prediction of daily connected transactions in 2021”, “independent opinions on the self-evaluation report of internal control in 2020” Independent opinions on the company’s profit distribution plan in 2020, independent opinions on the company’s re employment of the audit institution in 2021, independent opinions on the remuneration of senior managers, special instructions and independent opinions on the accumulated and current external guarantees and the occupation of funds by related parties, independent opinions on external guarantees, independent opinions on the development of bill pool business Independent opinions on purchasing financial products with self owned funds, independent opinions on write off of bad debts, independent opinions on changes in impairment provision and independent opinions on shareholder return planning for the next three years (20212023).
On March 4, at the 17th meeting of the 5th board of directors of the company, the opinions on prior approval of matters related to non-public Development Bank shares and related party transactions and independent opinions on matters related to non-public Development Bank shares and related party transactions were issued.
On May 6, at the 20th meeting of the Fifth Board of directors of the company, the independent opinions on the changes of the company’s phase I employee stock ownership plan were issued.
On August 24, at the 21st Meeting of the 5th board of directors, the company issued the “prior approval opinions on matters related to the 21st Meeting of the 5th board of directors” and “independent opinions on matters related to the 21st Meeting of the 5th board of directors”.
On September 1, at the 22nd Meeting of the 5th board of directors, the company issued the “prior approval opinions on matters related to the 22nd Meeting of the 5th board of directors” and “independent opinions on matters related to the 22nd Meeting of the 5th board of directors”.
On October 8, at the 23rd Meeting of the 5th board of directors of the company, the opinions on prior approval of matters related to non-public Development Bank shares and related party transactions and independent opinions on matters related to non-public Development Bank shares and related party transactions were issued.
3、 On site inspection
In 2021, I went to the company for many times to conduct on-site investigation, investigate and understand the improvement and implementation of the company’s operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management and related transactions, keep close contact with other directors, supervisors, senior managers and relevant personnel of the company, and always pay attention to the impact of external environment and market changes on the company, Timely grasp the operation dynamics of the company, supervise and verify the performance of senior executives and information disclosure, actively and effectively perform the duties of independent directors, and earnestly safeguard the interests of the company and the majority of minority shareholders.
4、 Other work done to protect the legitimate rights and interests of minority shareholders
Pay attention to the company’s information disclosure, give full play to my professional expertise in the preparation of the company’s annual report and relevant materials, communicate with the management on the company’s industry development trend, operation status, investment activities, etc., and conduct several special communications with the annual audit Certified Public Accountants on the annual audit report; Continuously strengthen the study of relevant laws and regulations, deepen the understanding and understanding of relevant laws and regulations, especially those regulating the corporate governance structure and protecting the rights and interests of public shareholders, and safeguard the interests of shareholders, especially small and medium-sized shareholders.
5、 Work of special committees of the board of directors
As a member of the audit committee of the 5th board of directors of the company, I attended the meeting of the audit committee of the board of directors in time in strict accordance with the regulations, reviewed the company’s financial statements in the regular report audit work, strictly supervised the progress of internal audit work, and timely exchanged opinions on the problems found in the audit process, so as to ensure the independence of audit and the timely completion of audit work.
6、 Other working conditions
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 is no independent engagement of external audit institutions and consulting institutions.
Thank the relevant personnel of the company for their support and cooperation in my work. In the new year, I will continue to earnestly perform the duties of independent directors in strict accordance with the requirements of relevant laws and regulations and relevant systems of the company, give full play to the role of independent directors, and earnestly safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. Contact: chengbao.com [email protected].
Independent director: Cao Chengbao March 19, 2022
Report on the work of independent directors in 2021
(Ding Wei)
Shareholders and representatives:
As an independent director of Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company”), during my term of office, I strictly followed the relevant provisions of laws and regulations such as the 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, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors, He has scrupulously performed his duties, diligently performed the duties of independent directors, actively attended relevant meetings, carefully considered various proposals, expressed independent opinions on major issues of the company, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
I hereby report my performance of duties in 2021 to you as follows:
1、 Attendance at the board of directors and the general meeting of shareholders
During the reporting period, the company held 10 meetings of the board of directors. I personally attended the meeting on site or by means of communication. There was no absence or entrustment of other directors to attend the board of directors. I carefully considered all the proposals of the board meeting I attended, and on the principle of safeguarding the overall interests of the company and the interests of minority shareholders, I voted in favour of all the proposals without objection or abstention.
2、 Independent opinions
In 2021, I gave independent opinions on relevant matters of the company and agreed with them. The details are as follows:
On January 29, at the 15th meeting of the 5th board of directors of the company, the independent opinions on matters related to early redemption of “blue convertible bonds” were issued.
On February 7, at the 16th meeting of the 5th board of directors of the company, the company issued the “prior approval opinions on the renewal of the company’s audit institution in 2021”, “prior approval opinions on the prediction of daily connected transactions in 2021”, “independent opinions on the prediction of daily connected transactions in 2021”, “independent opinions on the self-evaluation report of internal control in 2020” Independent opinions on the company’s profit distribution plan in 2020, independent opinions on the company’s re employment of the audit institution in 2021, independent opinions on the remuneration of senior managers, special instructions and independent opinions on the accumulated and current external guarantees and the occupation of funds by related parties, independent opinions on external guarantees, independent opinions on the development of bill pool business Independent opinions on purchasing financial products with self owned funds, independent opinions on write off of bad debts, independent opinions on changes in impairment provision and independent opinions on shareholder return planning for the next three years (20212023).
On March 4, at the 17th meeting of the 5th board of directors of the company, the opinions on prior approval of matters related to non-public Development Bank shares and related party transactions and independent opinions on matters related to non-public Development Bank shares and related party transactions were issued.
On May 6, at the 20th meeting of the Fifth Board of directors of the company, the independent opinions on the changes of the company’s phase I employee stock ownership plan were issued.
On August 24, at the 21st Meeting of the 5th board of directors, the company issued the “prior approval opinions on matters related to the 21st Meeting of the 5th board of directors” and “independent opinions on matters related to the 21st Meeting of the 5th board of directors”.
On September 1, at the 22nd Meeting of the 5th board of directors, the company issued the “prior approval opinions on matters related to the 22nd Meeting of the 5th board of directors” and “independent opinions on matters related to the 22nd Meeting of the 5th board of directors”.
On October 8, at the 23rd Meeting of the 5th board of directors of the company, the opinions on prior approval of matters related to non-public Development Bank shares and related party transactions and independent opinions on matters related to non-public Development Bank shares and related party transactions were issued.
3、 On site inspection
In 2021, due to the repeated covid-19 epidemic, in addition to attending the meeting of the board of directors, I communicated with the directors and management of the company by telephone and e-mail, deeply understood the company’s production and operation, financial management, internal control system and other related matters by consulting documents and asking relevant personnel, and put forward guiding opinions on the company’s financial management.
4、 Other work done to protect the legitimate rights and interests of minority shareholders
I gave full play to my professional expertise and communicated with the management on the company’s industry development trend, operation status, investment activities and other aspects this year during the preparation of the company’s annual report and relevant materials; And conducted many special communications with the annual audit Certified Public Accountants on the annual audit report; Express their own attitudes and views on other relevant matters of the board of directors and proposals requiring independent directors to express independent opinions. I have constantly strengthened my study and improved my ability to perform my duties. When performing my duties, I can abide by the principle of diligence and responsibility, and carefully study and review the information provided by the management in time, so as to safeguard the interests of the company and all shareholders, especially the interests of small and medium-sized investors.
At the same time, continue to pay attention to the information disclosure of the company, so that the company can complete the information disclosure truly, accurately and completely in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules, standardized operation of main board listed companies and other laws, regulations and relevant provisions of the company, so as to ensure that investors can obtain relevant information fairly and timely. 5、 Work of special committees of the board of directors
As the convener of the audit committee of the board of directors of the company, I mainly performed the following duties in 2021: as the convener of the audit committee of the board of directors, I strictly performed my duties in 2021 as required. During my tenure, I presided over and held 7 audit committee meetings and reviewed the quarterly work report submitted by the audit department and the work plan for 2021.
In the audit of the annual report, perform their duties according to the relevant provisions of the CSRC and the exchange and the company’s system, express written opinions on the company’s annual financial statements, and communicate with the audit institution.
6、 Other working conditions
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 is no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to earnestly fulfill the obligations of independent directors, actively participate in the board of directors and shareholders’ meeting of the company, earnestly perform the duties of independent directors in strict accordance with the relevant provisions of laws and regulations such as the company law, the articles of association and the working system of independent directors, strengthen the awareness of protecting social shareholders and protect the rights and interests of small and medium-sized investors, Combined with their own work experience and experience, put forward reasonable suggestions for the standardized operation and development of the company.
Contact: Wei [email protected].
Independent director: Ding Wei March 19, 2022
Report on the work of independent directors in 2021
(He Wei)
Shareholders and shareholder representatives:
As an independent director of Jiangsu Azure Corporation(002245) (hereinafter referred to as “the company”), during my term of office
