Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Report on the work of independent directors in 2021
In 2021, as an independent director of Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company”), we performed our duties prudently, faithfully and diligently in accordance with the company law, the securities law, the rules for independent directors of listed companies and other laws and regulations, the articles of association, the company’s working system for independent directors and other provisions, tried to play the role of independent directors, and exercised the rights conferred by the company and shareholders prudently and seriously, Pay close attention to the operation of the company in a timely manner, actively participate in the meetings of the general meeting of shareholders, the board of directors and special committees, express fair and objective independent opinions on the relevant major matters considered by the board of directors, provide strong support for the scientific decision-making of the board of directors, promote the steady, standardized and sustainable development of the company, and effectively safeguard the legitimate interests of the company and shareholders. The performance of duties in 2021 is reported as follows: I. Basic information of independent directors
Yu qingjiao, male, born in 1970, Chinese nationality, without permanent residency abroad. Mr. Yu qingjiao graduated from the Party School of the CPC Central Committee, majoring in economic management, with a bachelor’s degree. Mr. Yu qingjiao is a member and senior planner of China Association for the promotion of democracy. From September 1995 to July 2003, Mr. Yu qingjiao served as the assistant director of the Policy Research Office of Shandong Huangdao power plant; From August 2003 to July 2006, served as the marketing director of Aucma Co.Ltd(600336) air conditioning division; Since August 2006, he has served as the chairman of Qingdao Haineng enterprise management planning Co., Ltd; Since 2009, he has served as the chairman of Beijing Haineng times culture development Co., Ltd; From December 2010 to April 2012, he served as assistant to the president and press spokesman of China Battery Industry Association; From May 2016 to now, he has served as the Secretary General of Beijing Centergate Technologies (Holding) Co.Ltd(000931) new battery technology innovation alliance; Since January 2017, he has served as the chairman of Beijing Xiwang Investment Management Co., Ltd; From July 2019 to now, he has served as an independent director of Henan Huiqiang New Energy Materials Technology Co., Ltd; Since March 2018, he has served as an independent director of the company.
Jiang Hui, female, born in 1977, Chinese nationality, without permanent residency abroad. Ms. Jiang Hui received a master’s degree in finance from the University of Sydney. From 2004 to 2010, Ms. Jiang Hui served as the director of the management department of Shizuka Electronics Co., Ltd; From 2010 to 2014, served as director of Beijing Easpring Material Technology Co.Ltd(300073) human resources; Since 2015, he has served as the deputy general manager of Shanghai Dingyi Intelligent Technology Co., Ltd; Since March 2018, he has served as an independent director of the company.
Zhao Yiqing, female, born in 1982, Chinese nationality, without permanent residency abroad. Ms. Zhao Yiqing received a doctorate in management from Renmin University of China. Since 2011, Ms. Zhao Yiqing has taught in the school of accounting of Capital University of economics and trade; From March 2017 to now, he has served as Shenzhen Tongye Technology Co.Ltd(300960) independent director; Since March 2018, he has served as an independent director of the company.
As independent directors of the company, we are qualified to serve as independent directors. We, our immediate family members and major social relations do not serve in the company and its subsidiaries, nor in shareholder units that directly or indirectly hold 5% or more of the issued shares of the company; We have not provided financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, nor obtained additional and undisclosed interests from the listed company and its major shareholders or interested institutions and personnel, and there is no situation affecting our independence. 2、 Annual performance of independent directors
(I) attendance
During the reporting period, the company held 12 board meetings and 2 general meetings of shareholders. The specific attendance is as follows:
Participation in the board of directors and shareholders
Whether the general assembly
Directors are independent and should be present in person by correspondence this year
Name of directors attending the board meeting in the way of attending the board meeting and entrusting the directors to attend the meeting in absentia for two times
Number of meetings plus number of seats from the number of meetings
Several discussions
Yu qingjiao is 12 12 11 0 0 No 2
12 yes 0 Zhao Yiqing
Jiang Hui is 12 12 11 0 0 No 2
In addition, during the reporting period, the special committees of the board of directors held 10 meetings. As members of the special committees of the board of directors, we all participated in the meetings of the special committees in which we served and were not absent from the meetings.
We have carefully reviewed the proposal materials of the board of directors and the special committees, timely communicated with the company’s operation and management for the required proposal background materials, made full use of our professional knowledge, and made suggestions to the board of directors and the special committees on the company’s regular reports, profit sub formula, employment of accounting firms, changes in accounting policies, high remuneration scheme for directors and supervisors, related party transactions, external guarantee, external investment Equity incentive and other important issues were considered, reasonable suggestions and opinions were put forward, and voting rights were exercised in the meetings of the board of directors and special committees with a cautious attitude, which safeguarded the overall interests of the company and the interests of minority shareholders. In 2021, we had no objection to the proposals of the board of directors and other matters of the company, and voted in favour of all proposals.
(II) on site investigation and cooperation of the company
During the reporting period, the company actively cooperated with the independent directors in their work, and the management of the company attached great importance to the communication with the independent directors. We took the opportunity to attend the general meeting of shareholders, the meeting of the board of directors and various professional committees to understand the company’s production and operation, management and operation, and listen to the company’s management’s report on the development of the industry, the progress of new product research and development, the market economic environment, etc.
In addition, we maintain close contact with other directors, senior executives and relevant staff of the company through talks, telephone and other means, master the operation and standardized operation of the company, comprehensively and deeply understand the management status, financial status, progress of raised funds and investment projects and other major issues of the company, pay attention to the impact of external environment and market changes on the company, and promote the improvement of the management level of the company.
At the same time, before the board of directors and relevant meetings, the company carefully organized and prepared the meeting materials and delivered them in a timely and accurate manner, which can timely implement and correct the problems we raised, providing necessary conditions and strong support for us to better perform our duties. 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
The proposal of the 30th annual meeting of the board of directors on the normal operation of the company in 2021 was reviewed and considered to be in line with the actual needs of the 30th annual meeting of the board of directors on the day-to-day operation of the company in 2021. The company’s daily related party transactions comply with relevant national regulations, the pricing policy follows the order of fairness, impartiality and integrity, and complies with relevant laws, regulations and the articles of association. When considering this connected transaction, the connected directors implemented the avoidance principle.
(II) external guarantee and fund occupation
In 2021, except for the holding subsidiaries of the company, the company did not provide guarantees for third parties or occupy funds.
(III) use of raised funds
According to the resolution of the fourth meeting of the second session of the board of directors on July 22, 2021, the company agreed to use part of the temporarily idle raised funds with a limit of no more than RMB 800 million for cash management. Within the above limit, the funds can be used on a rolling basis within 12 months from the date of deliberation and approval by the board of directors. As of December 31, 2021, the company has purchased 2.47 billion yuan of financial products and structured deposits in this year, redeemed 2.68 billion yuan in total, the balance of unexpired structured deposits and large certificates of deposit is 59 million yuan, and received 369178 million yuan of financial income in this period.
The company has made special account storage and special use of the raised funds. There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no major illegal use of the raised funds.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
1. During the reporting period, we reviewed the educational background, professional experience and performance ability of the nominated candidates for secretary of the board of directors and financial director, reviewed the qualifications of the candidates and expressed independent opinions. We believe that Ms. Ge Xin, the candidate for the Secretary of the board of directors, and Mr. Tian Qianli, the candidate for the financial director, are qualified to serve as senior managers and relevant positions of listed companies, and their working ability and experience background can perform the duties of corresponding positions. None of the above personnel has the company law Circumstances under which the company is not allowed to serve as senior managers as stipulated in the Listing Rules of Shanghai Stock Exchange science and innovation board and the articles of Association; The nomination and appointment procedures shall comply with the relevant provisions of laws, regulations and the articles of association.
2. During the reporting period, we reviewed the remuneration scheme, decision-making procedures and payment of directors and senior managers of the company, and believed that the remuneration implementation scheme of directors and senior managers formulated by the company was in line with the provisions of the company’s performance appraisal and remuneration management system, and established a scientific and effective incentive and restraint mechanism, which was conducive to giving full play to the enthusiasm of directors and senior managers, The issuance standard has fulfilled the corresponding approval procedures, conforms to the provisions of relevant laws, regulations, rules and normative documents, and conforms to the overall interests of all shareholders. There is no situation that damages the interests of the company and investors.
(VI) performance forecast and performance express
During the reporting period, the company disclosed the 2020 performance forecast and the 2020 performance express in accordance with the relevant provisions of the Listing Rules of the science and innovation board. The actual performance realization in 2020 did not exceed the scope of the performance forecast and the performance express disclosure. The release of the company’s performance express and the performance forecast complied with the provisions of the company law, the articles of association and other relevant laws and regulations.
(VII) appointment or replacement of accounting firms
During the reporting period, in order to ensure the smooth and orderly development of the company’s audit work in 2021, Tianjian Certified Public Accountants (special general partnership) was agreed to be reappointed as the company’s audit institution in 2021 after deliberation and approval of the company’s 2020 annual general meeting. We have understood and reviewed the professional qualification and ability of Tianjian Certified Public Accountants (special general partnership), and believe that it has the experience and ability to provide audit services for the company and can meet the work requirements of the company’s financial audit and internal control audit; The company has fulfilled the necessary decision-making procedures for the appointment of accounting firms, and the resolution is legal and effective, in line with the relevant provisions of the company law, the articles of association, etc.
(VIII) cash dividends and other investor returns
During the reporting period, the company implemented the profit distribution plan for 2020: cash dividend of 0.90 yuan (including tax) for every 10 shares to all shareholders. The amount of cash dividend accounts for 18.90% of the net profit attributable to shareholders of Listed Companies in the consolidated statements of the company in the current year. The company will not convert capital reserve into share capital in 2020 and will not give bonus shares. We believe that the decision of the company’s 2020 profit distribution plan meets the relevant requirements of the articles of association, takes into account the company’s profitability, cash flow status and capital demand, and there is no damage to the interests of shareholders, which is conducive to the sustainable and stable development of the company. The voting procedure is open and transparent, and the deliberation procedure complies with the provisions of laws, regulations and the articles of association.
(IX) performance of commitments of the company and shareholders
After verification, during the reporting period, all commitments of the company and its controlling shareholders were strictly observed, and there was no breach of commitments by the company and its controlling shareholders.
(x) implementation of information disclosure
During the reporting period, we continued to pay attention to and supervise the company’s information disclosure, maintained close communication with the company’s management and business departments, timely understood the company’s daily operation and the progress of major events, and carefully reviewed the information disclosed by the company.
In view of the company’s violation of the fairness requirements of the letter Phi at the relevant investor exchange meeting of the “2021 medium term strategy meeting”, the company has comprehensively strengthened information management, formulated the internal report of major information, announcement approval and release and other processes, clarified the collection, processing and transmission procedures of relevant internal and external information, ensured timely communication of information, improved the management level of information disclosure and protected the legitimate rights and interests of investors, Fulfill the obligation of information disclosure in time in strict accordance with relevant laws and regulations, normative documents and regulatory requirements, so as to ensure that the information disclosure is true, accurate, complete, timely and fair, ensure that investors timely understand the major matters of the company and safeguard the legitimate rights and interests of investors. （11） Implementation of internal control
During the reporting period, the company established and improved the internal control system, steadily promoted the construction of the internal control system, evaluated the effectiveness of the company’s internal control and issued the evaluation report on the effectiveness of the company’s internal control in accordance with the requirements of normative documents such as the basic norms of enterprise internal control and the guidelines on internal control of listed companies. Through our understanding of the company’s current internal control system and its implementation, we believe that:
