Report on the work of independent directors in 2021
(Yang Xiuyun)
Shareholders and shareholder representatives:
As an independent director of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”), I strictly followed the company law, the securities law, the rules for independent directors of listed companies, the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws, regulations, normative documents and the articles of association in 2021 The relevant provisions and requirements of the working system of independent directors, faithfully, diligently and conscientiously perform their duties, actively understand the production, operation and financial situation of the company, pay attention to the development of the company, attend relevant meetings on time, carefully consider various proposals of the board of directors, and express independent opinions on relevant matters of the company, which effectively ensures the scientificity of the decision-making of the board of directors and the standardization of the operation of the company, Effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
1. Participation in the board of directors
On March 18, 2021, I was elected as an independent director of the Fifth Board of directors of the company at the first extraordinary general meeting of the company in 2021. In 2021, the company held 7 meetings of the board of directors and 6 meetings during my term of office. In a diligent and conscientious manner, I attended the board meeting on time and exercised my voting rights. I was not absent or did not attend the meeting in person for two consecutive times. The attendance at the board meeting is as follows:
Should attend the on-site attendance in this year and attend the entrusted attendance in person by means of communication? Are there two consecutive times of not attending the board meeting in person
6 1 5 6 0 0 0 no
Before each meeting, I carefully review relevant meeting materials, study decision-making matters, actively communicate with the company’s management, understand the company’s operation and operation, and make full preparations for participating in decision-making. At the meeting, we carefully considered various topics, actively participated in the discussion, put forward reasonable suggestions, and expressed independent opinions on relevant major issues in accordance with relevant regulations, which played a positive role in making scientific decisions for the board of directors of the company.
2. Attendance at the general meeting of shareholders
In 2021, the company held three general meetings of shareholders, and I attended the meeting as a nonvoting delegate.
I believe that the convening and convening of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters in accordance with the regulations, which are legal and effective. I voted in favour of all proposals considered by the board of directors of the company in 2021, and there were no objections, objections or waivers. 2、 Independent opinions
In 2021, as an independent director, I fulfilled my duties and duties diligently. In accordance with the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange and the relevant provisions of the articles of association and the working system of independent directors, and based on the position of independent judgment, I, together with other independent directors, expressed independent opinions on the following related matters of the company: 1. At the first meeting of the Fifth Board of directors held on March 18, 2021, Expressed independent opinions on the appointment of the company’s senior management and the Secretary of the board of directors.
2. On April 18, 2021, the company issued a prior approval opinion on the daily related party transactions in 2020, the prediction of daily related party transactions in 2021 and the renewal of the appointment of the audit institution in 2021.
3. At the second meeting of the 5th board of directors held on April 19, 2021, on the occupation of the company’s funds by the company’s controlling shareholders and other related parties, the company’s external guarantee, the profit distribution plan in 2020, the self-evaluation report on internal control in 2020, the daily connected transactions in 2020 and the daily connected transactions in 2021, the allowance for independent directors of the 5th board of directors, the change of accounting policies He expressed his independent opinions on the renewal of the appointment of the audit institution in 2021.
4. At the fourth meeting of the Fifth Board of directors held on August 25, 2021, the independent opinions agreed were expressed on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s external guarantees and related party transactions in the first half of 2021.
5. At the sixth meeting of the Fifth Board of directors held on November 26, 2021, the independent opinions agreed were expressed on the by election of non independent directors of the Fifth Board of directors, the tenure system of members of the company’s management and the work plan of contractual management.
I believe that the above matters considered by the company in 2021 comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, and reflect the principles of openness, fairness and impartiality. The procedures for the deliberation and voting of the above matters by the board of directors and the general meeting of shareholders are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Work of each committee of the board of directors
The board of directors of the company has an audit committee, a strategy committee, a nomination committee and a remuneration and assessment committee. I am the chairman of the remuneration and assessment committee, the member of the audit committee, the member of the nomination committee and the member of the strategy committee.
As the chairman of the remuneration and assessment committee of the board of directors, I presided over the daily work of the remuneration and assessment committee in accordance with the working system of independent directors, working rules of the remuneration and assessment committee and other relevant systems. Two meetings were held in 2021 to review the independent director’s allowance of the Fifth Board of directors, the tenure system of the company’s management members and the work plan of contractual management, and earnestly fulfilled the responsibilities and obligations of the chairman of the remuneration and assessment committee.
As a member of the audit committee of the board of directors, I actively participated in the daily work of the audit committee in accordance with the provisions of the working system of independent directors, the detailed rules for the implementation of the audit committee of the board of directors and other relevant systems. Participated in 4 audit committee meetings in 2021, reviewed the company’s annual report, quarterly report, interim report and other periodic reports, as well as major matters such as profit distribution plan, related party transactions, change of accounting policies, renewal of accounting firm and so on; Regularly reviewed the internal audit work plan submitted by the audit department, listened to the internal audit work report, reviewed the special internal audit reports such as external guarantees and the occupation of funds by controlling shareholders, supervised the effective implementation of the company’s internal control, and fulfilled the responsibilities and obligations of the members of the audit committee.
As a member of the nomination committee of the board of directors, I actively participated in the daily work of the nomination committee in accordance with the provisions of the working system of independent directors, the implementation rules of the nomination committee of the board of directors and other relevant systems.
Participated in one meeting in 2021, examined the qualifications of the candidates for non independent directors of the Fifth Board of directors elected by election, and fulfilled the responsibilities and obligations of the members of the nomination committee.
As a member of the strategy committee of the board of directors, I actively participated in the daily work of the strategy committee in accordance with the provisions of the working system of independent directors, the implementation rules of the strategy committee of the board of directors and other relevant systems. Participated in one meeting in 2021, deliberated on the signing of the cooperation agreement on the Tongzhou Bay overrun equipment manufacturing base project, and fulfilled the responsibilities and obligations of the members of the strategy committee.
4、 On site investigation of the company
In 2021, I took advantage of the opportunities of attending the board of directors and the general meeting of shareholders and communicating with the annual audit accountant to actively participate in the company’s on-site investigation, focusing on the construction and implementation of the company’s internal control system, the implementation of the resolutions of the board of directors and the general meeting of shareholders, financial operation, etc; And communicate and contact with the Secretary of the board of directors, other senior executives and relevant staff of the company through communication to understand the impact of adverse factors such as epidemic situation and double control on the production and operation of the company, as well as the major contract performance risks and accounts receivable risks of the company; Pay attention to the impact of the national macro-economic environment and market changes on the company, pay special attention to the national and industrial policies in the main application fields of the company’s products, such as chemical industry, metallurgy, electric power, environmental protection, new energy and other industries, and timely transmit relevant information to the company to provide reference for the company’s business decision-making; Actively introduce scientific and efficient management methods of other listed companies to the company’s management, urge the company to strengthen standardized operation, and earnestly safeguard the legitimate rights and interests of investors, especially small and medium-sized investors.
5、 Work done in protecting the rights and interests of investors
1. Actively pay attention to the company’s production, operation and financial situation, understand the possible business risks of the company, carefully consult relevant documents and materials for each proposal submitted to the board of directors for deliberation, and use their own professional knowledge to exercise their voting rights independently, objectively and prudently, which promoted the scientificity and objectivity of the decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and shareholders.
2. Continue to pay attention to the company’s information disclosure, and urge the company to complete the information disclosure truly, accurately, timely and completely in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange GEM listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents, as well as the articles of association, information disclosure system and other relevant provisions.
3. In strict accordance with the articles of association, the working system of independent directors and other relevant requirements, carefully study the latest laws, regulations and other rules and regulations of the CSRC and Shenzhen Stock Exchange, actively participate in relevant training, continuously improve their ability to perform their duties, provide better opinions and suggestions for the scientific decision-making and risk prevention and control of the board of directors, promote the company to maintain standardized operation and protect shareholders’ rights and interests.
6、 Training and learning
Since I became an independent director, I have carefully studied the laws, regulations and normative documents related to listed companies, deepened my understanding and understanding of relevant laws and regulations such as regulating corporate governance and protecting the rights and interests of public shareholders, timely studied the latest policies, laws and regulations issued by relevant departments transmitted by the Office of the board of directors of the company, and continuously improved my ability to perform my duties; Actively participate in relevant trainings organized by Shenzhen Stock Exchange, Jiangsu securities regulatory bureau and listing Association, so that they can timely understand the development trends and regulatory requirements of the capital market, firmly establish the awareness of risk and standardized operation, provide opinions and suggestions for the company’s scientific decision-making and risk prevention, promote the company’s further standardized operation, and effectively strengthen the ability to protect the legitimate rights and interests of the company and investors.
In 2021, I participated in the “air class – new certificate series training” organized by Jiangsu listing Association, online live training such as special rectification of stock trading violations, and special live training on stock trading norms organized by the company.
7、 Other matters
1. During the reporting period, no objection was raised to the proposal of the board meeting of this year;
2. During the reporting period, there was no proposal to convene the board of directors;
3. During the reporting period, there was no proposal to hire or dismiss an accounting firm;
4. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
As an independent director of the company, I faithfully perform my duties and believe that the company has given full support to the work of independent directors and fully respected the independent judgment of independent directors in major decisions. In 2022, I will continue to be diligent and conscientious in accordance with relevant laws and regulations, the articles of association and the working system of independent directors, use my professional knowledge and experience to provide more constructive opinions for the company, express independent and objective opinions on the resolutions of the board of directors, further improve the scientific decision-making level of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of shareholders.
It is hereby reported.
Independent director: Yang Xiuyun March 30, 2022
