Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
Report on the work of independent directors in 2021
As an independent director of Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as "the company" or " Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) "), in 2021, we worked diligently and diligently in strict accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the rules for independent directors of listed companies, the rules for the listing of shares on Shanghai Stock Exchange and other laws, regulations and normative documents, as well as the articles of association and the working system of independent directors Faithfully perform the duties of independent directors, not affected by the major shareholders, actual controllers or other units and individuals having an interest in the company, actively attend the general meeting of shareholders and the board of directors, exercise their functions and powers prudently, objectively and independently, give full play to their professional expertise, and put forward reasonable suggestions on the daily operation and business development of the company, It has effectively safeguarded the overall interests of the company and the legitimate rights and interests of shareholders, especially the public shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
During the reporting period, the ninth board of directors of the company was composed of 9 directors, including 3 independent directors, accounting for one third of the number of directors. The board of Directors consists of four special committees: Audit Committee, nomination committee, salary and assessment committee and strategy and Development Committee. Independent directors of the audit committee, nomination committee and remuneration and assessment committee account for the majority, and the chairmen of the above three committees are held by independent directors.
(I) current independent directors during the reporting period
Xu Yibing: male, born in July 1971, Chinese nationality, without permanent residency abroad, with a Bachelor of law degree from the school of law of Suzhou University. Mr. Xu Yibing has successively served as a partner of Jiangsu Jinxinda law firm, a partner of Jiangsu Jinxinda law firm Shanghai Branch, a partner of Beijing Jianyuan law firm Shanghai Branch, a senior partner of Beijing Dacheng (Shanghai) law firm, a senior partner of Beijing Weiheng (Shanghai) law firm and a member of the Executive Committee of the firm; Now he is Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) independent director and senior partner of Shanghai jintiancheng law firm. Up to now, Mr. Xu Yibing has not held any shares in the company.
Su taoyong: male, Chinese nationality, without permanent residency abroad, professor and doctoral supervisor of the school of economics and management of Tongji University. He was selected into the Shanghai Pujiang talent plan in 2018. He is currently a professor of the school of economics and management of Tongji University, academic director of the MBA center, deputy director of the Institute of strategy and finance, and also an independent director of Zhejiang Changyu new materials Co., Ltd. Shanghai Action Education Technology Co.Ltd(605098) independent director Independent director of Shanghai Xinba Automation Technology Co., Ltd. and Shanghai Chaoqun Testing Technology Co., Ltd. Research interests: enterprise strategy, innovation and entrepreneurship, business model, industrial ecology. Presided over and completed more than 20 national natural science foundation projects, humanities and Social Sciences projects of the Ministry of education, sub projects of the national science and technology support plan and strategic consulting projects of local governments and enterprises; He has published more than 60 papers in core journals at home and abroad; He has won the second prize of Shanghai decision-making consulting achievement and the best paper award of 2016 China Business Research Frontier International Conference (FBR). He has guided students to participate in various national business competitions for many times and won awards such as champion and runner up. Provided management consulting or training services for SAIC Motor, Fuji Xerox (Shanghai), Baoye group, Hangzhou Robam Appliances Co.Ltd(002508) , Jiangsu Huachang Chemical Co.Ltd(002274) , Nippon China and other companies. Up to now, Mr. Su taoyong has no shares in the company.
Li Yuming: male, born in September 1970, Chinese nationality, without overseas permanent residency. He graduated from the Central Institute of Finance and Finance with a bachelor's degree in taxation and from the Shanghai University of Finance and economics with a master's degree in accounting. Mr. Li Yuming has successively served as deputy director of the Department of accounting and director of the Department of finance of the Business School of Jiaxing University. He is now vice president of Business School of Jiaxing University, associate professor of accounting, accountant and economist, independent director of Zhejiang Zhucheng Technology Co., Ltd., independent director of Zhejiang Jiayuan Environment Group Co., Ltd., the third batch of trainees of Zhejiang "151 talent project", member of Zhejiang finance and accounting information competition committee, expert on budget performance management of Jiaxing City, and vice chairman of accounting professional committee of China Nonferrous Metals Society, He also serves as an independent director of Zhejiang Zhucheng Technology Co., Ltd. and Zhejiang Jiayuan Environment Group Co., Ltd. Up to now, Mr. Li Yuming has no shares in the company.
The three independent directors of the company do not have any circumstances stipulated in laws, regulations and normative documents such as the company law and the stock listing rules of Shanghai stock exchange that they are not allowed to serve as independent directors of listed companies, and have obtained the qualification certificate of independent directors recognized by the CSRC and have the qualification of independent directors.
(II) outgoing independent directors during the reporting period
During the reporting period, there was no departure of independent directors.
(III) whether there are circumstances affecting the independence of independent directors
1. The three independent directors in office, their immediate family members and their main social relations do not work in the company and its subsidiaries, do not directly or indirectly hold more than 1% (including 1%) of the issued shares of the company, do not work in the shareholder units that directly or indirectly hold more than 5% (including 5%) of the issued shares of the company, and do not work in the top five shareholder units of the company.
2. The three independent directors in office of the company did not provide financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and did not obtain additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Therefore, there is no situation affecting the independence of the company's independent directors.
2、 Performance of duties in 2021
(I) attendance and voting
In 2021, the company held 5 general meetings of shareholders (2020 annual general meeting of shareholders, 4 extraordinary general meetings of shareholders) and 14 meetings of the board of directors. We actively participated in the board of directors and general meetings of shareholders, attended and voted on the meetings convened by the special committees in which we served, carefully considered various proposals submitted by the company, and unanimously adopted all resolutions with affirmative votes, without abstention, negative votes and inability to express opinions. In 2021, our attendance at the board of directors and general meeting of shareholders is as follows:
Participation in the board of directors and shareholders
General assembly situation
The directors shall personally notify the shareholders whether they have attended the meeting for two consecutive times this year
Name of the directors attending the meeting, the way of attending the meeting, the times of being absent and the times of not attending the meeting in person
Number of meetings + number of seats + number of meetings
number
Xu Yibing 14 14 12 0 0 No 5
Su taoyong 14 14 13 0 0 0 No 5
Li Yuming 14 14 13 0 0 0 No 5
(II) expression of independent opinions
For all matters considered and decided by the board of directors, we have carefully reviewed the materials provided by the company in advance. In case of doubt, we take the initiative to ask relevant personnel of the company and understand the specific situation; We actively participated in the discussion of various proposals and expressed independent opinions with a rigorous, objective and responsible attitude, which fully reflected the independence of independent directors; We are in favor of all proposals of the board of directors and other matters of the company on the basis of careful review, and there is no objection, objection or waiver.
In 2021, we expressed the opinions of independent directors on the following matters:
1. At the fourth meeting of the ninth board of directors held on February 5, 2021, we expressed our agreed independent opinions on matters related to the company's public issuance of convertible corporate bonds:
2. At the fifth meeting of the ninth board of directors held on March 11, 2021, we expressed our independent opinions on the following matters:
(1) Independent opinions on the company's 2020 employee stock ownership plan (Draft) and its summary (Revised Draft);
(2) Independent opinions on the company's 2020 employee stock ownership plan management measures (Revised Version). 3. At the sixth meeting of the ninth board of directors held on March 29, 2021, we expressed our prior approval opinions on the proposal on renewing the employment of the company's audit institution and internal control audit institution in 2021 and the proposal on the estimated amount of daily connected transactions in 2021; Issued special instructions and independent opinions on the occupation of funds by related parties and external guarantee; Expressed independent opinions on the following matters:
(1) Independent opinions on 2020 profit distribution plan;
(2) Independent opinions on the annual deposit and use of raised funds in 2020;
(3) Independent opinions on the reappointment of the company's audit institution and internal control audit institution in 2021;
(4) Independent opinions on carrying out forward foreign exchange trading business;
(5) Independent opinions on providing guarantees for wholly-owned and holding subsidiaries;
(6) Independent opinions on using some idle self owned funds for cash management;
(7) Independent opinions on the expected daily amount of connected transactions in 2021;
(8) Independent opinions on the remuneration of directors and senior executives in 2020 and 2021;
(9) Independent opinions on the scrapping of some fixed assets and construction in progress of the company in 2020; (10) Independent opinions on the company's provision for asset impairment in 2020;
(11) Independent opinions on the company's implementation of the new leasing standards and changes in relevant accounting policies;
(12) Independent opinions on the authorization of futures trading quota of the company in 2021.
4. At the 9th meeting of the 9th board of directors held on August 5, 2021, independent opinions were expressed on the following matters:
(1) Independent opinions on changing the purpose of some repurchased shares;
(2) Independent opinions on the profit distribution plan for the half year of 2021.
5. At the 11th meeting of the ninth board of directors held on October 9, 2021, we expressed our independent opinions on the appointment of senior managers of the company.
6. At the 12th meeting of the ninth board of directors held on October 25, 2021, we gave our prior approval opinions and agreed independent opinions on the proposal on the expected daily connected transaction quota in 2021.
7. At the 14th meeting of the ninth board of directors held on December 30, 2021, we issued our prior approval opinions on the proposal on the expected daily connected transaction quota in 2021; Expressed independent opinions on the following matters.
(1) Independent opinions on carrying out forward foreign exchange trading business in 2022;
(2) Independent opinions on providing guarantees for wholly-owned and holding subsidiaries;
(3) Independent opinions on using some idle self owned funds for cash management;
(4) Independent opinions on the expected daily connected transaction limit in 2022
(III) on site investigation and the company's cooperation with independent directors
In 2021, the management of the company attached great importance to communication with us, actively cooperated with our work and provided necessary support and assistance for us to perform our duties. Through on-the-spot investigation of the company, talks and communication, access to materials and other means, we have a deeper understanding of the company. By using our professional expertise and work experience in the fields of financial management, corporate governance, culture and investment, we have put forward constructive opinions and suggestions on the company's strategic development, standardized operation and brand construction, and earnestly fulfilled the responsibilities of independent directors.
3、 Key issues of annual performance
In 2021, we focused on the company's public issuance of convertible corporate bonds, employee stock ownership plan, daily related party transactions, external guarantees and capital occupation, performance forecast, employment of accounting firms, appointment of senior executives and remuneration of directors and senior executives, performance of commitments of the company and shareholders, cash dividends and other investor returns, internal control, operation of the board of directors and its subordinate special committees, information disclosure, etc, From the perspective of the company's long-term development and compliance, the company made a clear judgment on the company's long-term operation and implementation.
(I) public issuance of convertible corporate bonds
After the deliberation and approval of the 28th meeting of the 8th board of directors and the first extraordinary general meeting of shareholders in 2020, the company applied to the China Securities Regulatory Commission (hereinafter referred to as "CSRC") for public issuance of convertible corporate bonds. On July 20, 2020, the application for public issuance of convertible corporate bonds was approved by the issuance Audit Committee of the CSRC. On August 4, 2020, the company received the reply on approving Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) public issuance of convertible corporate bonds (zjxk [2020] No. 1625) issued by China Securities Regulatory Commission, which approved the company to publicly issue convertible corporate bonds with a total face value of 1.8 billion yuan for a period of 6 years.
Since the issuance of convertible bonds by the company fails to be automatically approved by the CSRC within 12 months after the issuance of convertible bonds by the company expires (i.e. after the approval of the CSRC) in 2021, the company fails to automatically promote the issuance of convertible bonds within 12 months before the expiration of the approval of the CSRC. The project to be invested with the funds raised from the issuance of convertible bonds has been invested in advance through self owned funds and self raised funds in the early stage, and has been successfully put into operation at present. Failure to complete the issuance of convertible bonds will not have a material impact on the company's project investment and production and operation activities. For details, please refer to the announcement on expiration of approval for public issuance of convertible corporate bonds (Announcement No.: 2021047) disclosed by the company on July 30, 2021.
(II) Employee Stock Ownership Plan
The second meeting of the ninth board of directors, the second meeting of the ninth board of supervisors and 202
