Shanghai Prosolar Resources Development Co.Ltd(600193)
Report on the work of independent directors in 2021
As an independent director of Shanghai Prosolar Resources Development Co.Ltd(600193) (hereinafter referred to as “the company”), we perform our duties in strict accordance with the company law of the people’s Republic of China, the governance standards of listed companies, the guidance on the establishment of independent director system in listed companies, the guidance on the performance of independent directors of listed companies and other relevant laws and regulations, normative documents, as well as the articles of association and the independent director system of the company. Actively attended the meetings of the board of directors and the general meeting of shareholders during the year, inspected and guided the operation and management of the company, exercised due diligence in the daily work and important decisions of the board of directors, and expressed independent opinions on relevant matters of the board of directors, so as to safeguard the interests of the company and shareholders (especially minority shareholders). The performance of the duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
During the reporting period, Mr. Ye Feng and Mr. Liao Jianning, independent directors of the eighth board of directors of the company, resigned due to the expiration of their terms of office. After nomination by the board of directors and election by the general meeting of shareholders, Mr. Wang Bo and Mr. Li Bo served as independent directors of the company from July 1, 2021.
(I) personal resume
Mr. Liao Jianning, born in 1970, has a postgraduate degree. He has successively served as a senior consultant of Atkins group in the UK and the development director of AECOM group in China. He is now the executive director of Changyue equity investment fund management (Shanghai) Co., Ltd. and the chairman of Oriental culture and Tourism Group Co., Ltd. From May 19, 2016 to June 30, 2021, he served as an independent director, member of the audit committee, member of the nomination committee, member of the strategy committee and member of the remuneration and assessment committee (convener).
Mr. Ye Feng, born in 1964, has a university degree, certified public accountant and certified asset appraiser. Since June 1998, he has served as the manager of the fifth financial audit department of Shanghai Gongxin certified public accountants Co., Ltd. From July 10, 2015 to June 30, 2021, he served as an independent director of the company, a member of the Audit Committee (convener), a member of the nomination committee, a member of the strategy committee and a member of the remuneration and assessment committee.
Mr. Wang Bo, born in 1976, is a certified public accountant with a bachelor’s degree in economics from Shanghai University of Finance and economics. He has successively served as the chief auditor, Department Manager and chief accountant assistant of Shanghai Gongxin certified public accountants Co., Ltd. and now serves as the independent director of the company, member of the Audit Committee (convener), member of the nomination committee, member of the strategy committee and member of the remuneration and assessment committee (convener).
Mr. Li Bo, born in 1971, has a master’s degree in engineering from Shanghai Jiaotong University. He has successively served as assistant general manager of Minfa securities investment bank, deputy general manager of Jinxin securities investment bank, general manager of Wanlian securities investment bank and managing director of Guosen Securities Co.Ltd(002736) investment banking business department. He is now a distinguished expert of the think tank research center of Shanghai Academy of social sciences. From July 1, 2021 to now, he has served as an independent director of the company, a member of the audit committee, a member of the Nomination Committee (convener), a member of the strategy committee and a member of the remuneration and assessment committee.
(II) description of independence
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 or affiliated enterprises; Failed to provide financial, legal, consulting and other services for the company and its subsidiaries. We have the independence and qualifications for serving as independent directors required by the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the detailed rules for the work of independent directors of the CSRC, and can ensure objective and independent professional judgment without affecting our independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
In 2021, the company held 5 meetings of the board of directors and 2 general meetings of shareholders.
We carefully reviewed the meeting materials before the previous meetings of the board of directors, understood the daily operation and operation of the company, and made sufficient preparations for the important decisions of the board of directors. We attended the meeting on time in the form of on-site attendance or communication voting, carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions. We have carefully considered and voted against all proposals submitted by the board of directors in 2021, and we have not carefully considered and abstained from voting on all proposals submitted by the board of directors in 2021.
Attendance of independent directors at the board of directors and shareholders’ meeting
The names of the directors who should actually participate in this year plus the attendance of the board of directors in person and the number of absentee shares plus the number of shareholders’ meetings
Liao Jianning 3 2 1 0 2
Ye Feng 3 3 0 0 2 2
Wang Bo 2 2 0 0 0
Li Bo 2 2 0 0 0 0
(II) on site investigation and cooperation of listed companies with independent directors
During the performance of duties in 2021, the company’s management, the Secretary of the board of directors, the office of the board of directors and other relevant departments have always actively cooperated with us, attached importance to communication and exchange with us, and provided convenient conditions for us to perform our duties.
During the reporting period, we took advantage of the opportunity of attending the on-site meeting of the board of directors and the general meeting of shareholders to have a serious and detailed on-site understanding of the company’s daily operation, financial status, internal control operation, information disclosure and other related matters, listened to the company’s management’s reports on the company’s operation and management, project construction, internal control standard system construction and the implementation of the resolutions of the board of directors, and paid close attention to the company’s governance Business management and development. At the same time, the company actively solicited our opinions and suggestions on accounting policy changes, implementation progress of major asset restructuring, general election of the board of directors, personnel appointment and removal, related party transactions and other matters. In addition, the company organized us to fully communicate with the annual audit Certified Public Accountants on the audit matters of the annual report before the annual audit accounting firm entered the audit site and held the board of directors to review the annual report, so as to actively create conditions for us to perform our duties in the process of preparing the annual report.
3、 Key issues of independent directors’ annual performance
(I) related party transactions
During the reporting period, the 4th meeting of the 8th board of directors of the company deliberated and approved the proposal on signing the framework agreement on related party transactions between the company and its controlling shareholders and their subordinate enterprises. We carefully reviewed the related party transactions in advance before the board of directors, agreed to submit the matter to the board of directors of the company for deliberation, and expressed independent opinions on the related party transactions. The pricing of the above related party transactions is reasonable and fair, It is conducive to the sustainable and stable development of the company. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, nor does it transfer interests to related parties, which will not affect the independence of the company.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
(III) use of raised funds
During the reporting period, the company did not use the raised funds in violation of regulations.
(IV) nomination and remuneration of senior managers
We have listened carefully to the report on the comprehensive investigation of the candidates for directors and senior management in the above proposal, reviewed their resumes, and expressed independent opinions. We believe that the above candidates have the professional knowledge and work experience required for the post, are familiar with relevant laws, administrative regulations, rules and rules, and comply with the company law According to the relevant provisions of the securities law and the articles of association, he is qualified and agrees to nominate him.
During the reporting period, we reviewed the remuneration of the company’s senior managers and believed that the remuneration of the company’s senior managers met the provisions of the company’s relevant remuneration system and the payment of remuneration met the provisions of relevant laws and regulations.
(V) performance forecast and performance express
During the reporting period, the company issued the announcement of performance increase in 2020, which is conducive to the market to timely understand the company’s operation, help investors make correct investment decisions and protect the legitimate rights and interests of investors.
(VI) appointment or replacement of accounting firms
Since Guangdong Zhengzhong Zhujiang Certified Public Accountants (special general partnership) has provided audit services for the company for many years, in order to better meet the needs of the company’s future business development, the audit committee of the board of directors, after careful evaluation, proposes to appoint zhongxinghua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, The proposal has been deliberated and approved at the 3rd meeting of the 8th board of directors and the 1st extraordinary general meeting of shareholders in 2021. We believe that zhongxinghua Certified Public Accountants (special general partnership) has the qualification of securities and futures related business audit, has many years of experience and ability to provide audit services for listed companies, and can meet the requirements of the company’s financial audit and related special audit work.
(VII) cash dividends and other investor returns
During the reporting period, according to the audit of zhongxinghua Certified Public Accountants (special general partnership), the net profit attributable to the owners of the parent company in 2020 was 5794184063 yuan, plus the undistributed profit of -38094934884 yuan at the beginning of the year, after deducting 0 yuan of legal surplus reserve withdrawn, 0 yuan of cash dividend distributed to ordinary shares in 2020 and 0 yuan of ordinary share dividend converted into share capital in 2020, The company’s profit available for distribution to shareholders at the end of 2020 was -32 Contemporary Amperex Technology Co.Limited(300750) 821 yuan.
In view of the negative profit available for distribution to shareholders at the end of 2020, according to the relevant provisions of the articles of association, in order to ensure the cash needs of the company’s future development, the board of directors of the company proposed not to distribute profits and not to convert capital reserve into share capital in 2020. The proposal was deliberated and approved by the 2020 annual general meeting of shareholders of the company.
The plan is in line with the company’s business needs and the fundamental interests of shareholders. As an independent director, we agree to the profit distribution plan.
(VIII) implementation of information disclosure
In 2021, the company disclosed 4 periodic reports and 37 temporary announcements. We have supervised the information disclosure of the company in 2021, and believe that the information disclosure of the company complies with the provisions of the articles of association and the information disclosure management system, and has performed the necessary approval and submission procedures. The information disclosure is true, accurate, complete and timely, and there are no false records, misleading statements or major omissions.
(IX) implementation of internal control
In accordance with the company law, the securities law and other laws and regulations and the requirements of the relevant provisions of the CSRC and Shanghai Stock Exchange, the company has established a relatively perfect internal control system, which is legitimate, reasonable and effective, and can reasonably ensure the orderly development of the company’s business activities; Be able to reasonably ensure the authenticity, legitimacy and integrity of the company’s financial and accounting materials; Be able to disclose information truthfully, accurately, completely and timely; Be able to treat all investors fairly, openly and fairly, and effectively ensure the interests of the company and investors.
(x) operation of the board of directors and its subordinate special committees
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. The first meeting of the eighth board of directors of the company deliberated and adopted the proposal on the election of special committees of the eighth board of directors, and made personnel arrangements for the special committees of the board of directors after the general election. During the reporting period, the audit committee of the board of directors of the company held four meetings and carefully reviewed the company’s periodic reports and related party transactions; The nomination committee of the board of directors held one meeting and nominated the list of independent directors of the eighth board of directors to the board of directors.
As an independent director of the company, we believe that the special committees of the board of directors of the company carefully carried out various work around the rules of procedure during the reporting period, the deliberation and decision-making procedures complied with the provisions of relevant laws and regulations, gave full play to their professional functions, and made positive contributions to the company’s decision-making on major matters and the standardized operation of corporate governance.
（11） Performance of commitments of the company and shareholders
All commitments made by the company and shareholders have been strictly observed, and there has been no violation of commitments or failure to perform beyond the commitment period.
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we continuously enriched our professional knowledge reserve and improved our professional quality through continuous study of laws such as the Securities Law (2019 Revision), the civil code, the opinions of the State Council on further improving the quality of listed companies, the trading rules of Shanghai Stock Exchange (2021 Revision) and other relevant policies and regulations, so as to further adapt to the development of the company. At the same time, based on the principles of objectivity, fairness and independence, with the strong support and cooperation of the company’s directors, supervisors, senior managers and relevant staff, we carefully, faithfully and diligently performed the duties of independent directors, continued to supervise the company’s standardized operation, promoted the company’s high-quality development, and effectively safeguarded the legitimate rights and interests of the company and shareholders.
In 2021, we will continue to fulfill the obligations of independent directors, give full play to the role of independent directors and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders in the spirit of seriousness, diligence and prudence and in accordance with the provisions and requirements of relevant laws, regulations and the articles of association.
5、 Other
1. In 2021, we did not propose to convene the board of directors;
2. In 2021, we did not independently employ external auditors and consultants.
It is hereby reported.
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