Bbmg Corporation(601992) independent directors’ 2021 work report
As an independent director of Bbmg Corporation(601992) (hereinafter referred to as “the company”), we have been diligent, dutiful and faithful in performing our duties in 2021 in strict accordance with the company law, the rules for independent directors of listed companies, the articles of association and the working system for independent directors, attended relevant meetings on time, carefully considered various proposals of the board of directors and expressed independent opinions on relevant matters of the company, We have effectively safeguarded the rights and interests of the company and its shareholders, especially the shareholders of public shares. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
The company currently has five independent directors, more than one-third of the number of the board of directors, and all of them are professionals in accounting, legal and economic fields, which meets the requirements of relevant laws and regulations on the proportion of independent directors and professional allocation of listed companies. The working system of independent directors formulated by the company and the detailed rules for the implementation of the three professional committees of strategy and investment and financing, audit, remuneration and nomination under the board of directors have defined the terms of office, nomination, election, replacement procedures and relevant rights and obligations of independent directors, so as to ensure that independent directors can perform relevant duties independently and prudently. In addition, we strictly comply with the relevant requirements of the guidelines for self regulation and supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation. There are no more than 5 part-time listed companies, and there is no situation affecting independence.
2、 Performance of independent directors in 2021
(I) changes in independent directors
In May 2021, the company completed the change of the board of directors, the independent directors of the Fifth Board of directors of the company left their posts upon expiration, and the shareholders’ meeting elected the independent directors of the sixth board of directors. The details are as follows:
Name job change reason change time
Yufei independent director general meeting election May 12, 2021
Liu Taigang independent director general meeting election May 12, 2021
Election of independent directors at the general meeting of shareholders
Hong Yongmiao independent director general meeting election May 12, 2021
Tan Jianfang independent director general meeting election May 12, 2021
Wang Guangjin’s independent director leaves office on May 12, 2021
Tian Lihui’s independent director leaves office on May 12, 2021
Tang Jun’s independent director leaves office on May 12, 2021
Wei Weifeng’s independent director leaves office on May 12, 2021
(II) deliberation and decision-making of the general meeting of shareholders and the board of directors
In 2021, the company held 18 meetings of the board of directors and 2 general meetings of shareholders. With a diligent attitude, we participated in the relevant meetings of the board of directors, the special committee and the general meeting of shareholders, carefully considered various proposals, actively participated in the discussion of various topics and put forward reasonable suggestions, fully expressed our opinions and suggestions, and did not raise objections to various proposals of the board of directors and other matters of the company, The role of independent directors has been brought into full play, the standardized operation of the company and the overall interests of shareholders have been safeguarded, and the obligations and responsibilities of independent directors have been earnestly performed.
In 2021, we learned about the company’s production, operation and financial status by participating in the board of directors and reviewing the monthly report of the board of directors, listened to the management’s report on the company’s operation and standardized operation for many times, paid close attention to the changes of the company’s business environment, corporate governance, production, operation management and development, and investigated the progress of major projects on the spot.
During the preparation of the company’s 2021 annual report and relevant materials, we listened carefully to the management’s report on the development trend and operation status of the industry this year, fully and effectively communicated with the company’s financial director and the annual audit certified public accountant, paid attention to the arrangement and progress of the audit of this annual report, and paid attention to solving the relevant problems found in the audit process. (III) attendance at the board of directors
The number of times that independent directors should attend the board of directors in person
Yu Fei 11 11 0 0
Liu Taigang 11 0 0
Li Xiaohui 11 0 0
Hong Yongmiao 11 0 0
Tan Jianfang 11 0
Wang Guangjin 7 7 0 0
Tian Lihui 7 700
Tang Jun 7 7 0 0
Wei Weifeng 7 7 0 0
(IV) site investigation
According to the relevant provisions of the company’s working system for independent directors, we conducted research on the temple of heaven furniture company and Qingdao regional real estate projects, which provided strong support for understanding the current situation and decision-making of the company. During the preparation of the annual report, we actively performed our duties, fully communicated with the management and the annual audit accountant, conducted field visits to the company, carefully listened to the report of the management on the annual operation, and put forward relevant suggestions to the company on the basis of in-depth understanding of the company’s business development, operation performance and resource allocation, so as to promote the company’s management improvement and healthy and sustainable development.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in laws and regulations and the company’s rules and regulations, and actively made suggestions to the board of directors and professional committees, which played 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, we gave full play to the independent audit role of independent directors, verified and expressed opinions on the related party transactions of the company, and believed that the related party transactions of the company met the actual needs of the company, the content was objective, and there was no case of transferring interests to related parties and damaging the interests of shareholders of the company.
At the same time, as the convener and member of the audit committee, earnestly perform relevant audit responsibilities according to the company’s management measures for connected transactions, and express opinions on the audit procedures of connected transactions and the rationality of transactions.
(II) external guarantee, investment and financial management and capital occupation
In accordance with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, we checked the external guarantees of the company and found that as of December 31, 2021, the company’s guarantees were in line with the provisions of relevant laws and regulations, and there were no illegal guarantees; Investment and financial management matters are in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; The capital transactions with related parties belong to normal operating capital transactions, and there is no illegal occupation of the company’s funds by related parties.
(III) nomination of candidates for directors and appointment of senior managers
In 2021, we reviewed whether the candidates for directors and the senior managers employed by the company have the qualifications and conditions to serve as directors of the company, and considered that the nomination procedures and voting procedures of the candidates for directors and the senior managers employed by the company are legal and compliant, and there is no violation of the company law, other laws and regulations, normative documents and the articles of association.
(IV) remuneration of executive directors and senior managers
In 2021, we reviewed the remuneration of the company’s executive directors and senior managers according to the business systems in charge of the executive directors and senior managers and the completion of annual performance, and combined with the actual situation of the company. We believe that the remuneration of the company’s executive directors and senior managers meets the management regulations of the company’s performance appraisal and remuneration system and is paid in strict accordance with the appraisal results.
(V) performance forecast
The company’s relevant performance forecasts were issued in strict accordance with the relevant provisions of the regulatory authorities, and there were no forecast adjustments.
(VI) appointment or replacement of accounting firms
Ernst & Young Huaming Certified Public Accountants (special general partnership), in providing audit services for the company, scrupulously abided by due diligence, followed independent, objective and impartial professional standards, and completed various audit tasks with due diligence. Therefore, it is proposed to the board of directors to continue to appoint the Institute as the company’s audit institution in 2022.
(VII) cash dividends and other investor returns
In 2021, the company paid cash dividends to shareholders in accordance with the profit distribution policy in the articles of association and the annual profit distribution plan approved by the general meeting of shareholders, which can give shareholders a reasonable return on investment.
(VIII) standardization and fairness of related transactions of the company
As an independent director, based on independent judgment, we express independent opinions on matters related to Tangshan Jidong Cement Co.Ltd(000401) absorption and merger of Jinyu Tangshan Jidong Cement Co.Ltd(000401) (Tangshan) Co., Ltd. We believe that this transaction procedure is in compliance, and relevant agreements, statements and commitment letters are necessary and reasonable. The audit and evaluation institution is independent, and the price of the transaction subject matter based on the audit and evaluation results is fair.
(IX) implementation of information disclosure
During the reporting period, the company’s information disclosure followed the principle of “openness, fairness and impartiality”. The relevant information disclosure personnel of the company were able to do a good job of information disclosure in accordance with the requirements of laws and regulations. The content of information disclosure was timely, accurate and complete. There was no relevant correction announcement, and there was no criticism or punishment from the regulatory authorities.
(x) implementation of internal control
In 2021, the company comprehensively carried out the implementation of internal control norms according to the work plan and overall operation table of internal control norms. As an independent director, we are well aware of the importance of internal control for the standardized operation of listed companies, timely understand the progress of the company’s implementation and deployment, benchmarking and improvement, rectification and implementation, self-evaluation and other stages, take the audit committee as the main supervision organization, regularly listen to the relevant reports of the company, and put forward constructive opinions and suggestions to the company, Guide the company to explore and optimize the working methods and ways of the implementation of internal control norms in practice. （11） Operation of the board of directors and its subordinate special committees
As an independent director of the company, we have been actively participating in the work of the board of directors and its strategy, investment and financing, audit, remuneration and Nomination Committee, and strive to fundamentally protect the legitimate rights and interests of social public shareholders. During the reporting period, the board of directors and subordinate professional committees of the company actively conducted in-depth research and decision-making around the implementation of internal control norms and regular report disclosure, and timely transmitted the strategic direction and business dynamics of the company to shareholders through true, accurate and complete information disclosure. The directors of the company actively perform their corresponding duties in their daily work, understand and study the matters to be decided in advance, especially hold special discussions on important matters in time as members of various professional committees, which effectively promoted the improvement of the standard governance level of the company.
4、 Overall evaluation and recommendations
As an independent director of the company, we have actively and effectively performed our duties as an independent director, required the company to provide relevant materials in advance for major matters decided by the board of directors, insisted on careful review in advance, exercised our voting rights independently, prudently and objectively, and effectively safeguarded the legitimate rights and interests of the company and the public shareholders. In terms of safeguarding the interests of all shareholders, special attention was paid to protecting the legitimate rights and interests of minority shareholders, supervising the company’s fair performance of information disclosure and investor relations management activities, ensuring the right to know of the majority of investors and safeguarding the rights and interests of the company and minority shareholders.
In 2022, we will continue to earnestly study laws, regulations and relevant provisions in the spirit of integrity and diligence, combine our professional advantages, faithfully perform the obligations of independent directors and promote the standardized operation of the company. Strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, give play to the role of independent directors, use professional knowledge and experience to provide more constructive suggestions for the development of the company, enhance the decision-making ability and leadership level of the company’s board of directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent directors: Yu Fei, Liu Taigang, Li Xiaohui, Hong Yongmiao, Tan Jianfang
March 24, 2002
