Report on the work of independent directors in 2021
(Zhao Bin)
Shareholders and shareholder representatives:
As an independent director of Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”), in 2021, I strictly followed the provisions of relevant laws, regulations, normative documents and the articles of association of the company in accordance with the company law, the securities law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of companies listed on the gem No. 2 – standardized operation of companies listed on the gem of Shenzhen Stock Exchange The relevant provisions and requirements of the working system of independent directors of the company, faithfully, diligently and conscientiously perform their duties, actively understand the production and operation status 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, effectively ensure the scientificity of the decision-making of the board of directors and the standardization of the operation of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
Since my term of office in the company has expired for six years, I can no longer hold the position of independent director of the company in accordance with the relevant provisions of the company law, the articles of association and the rules for independent directors of listed companies. The first extraordinary general meeting of shareholders of 2021 held by the company on March 18, 2021 completed the change of the board of directors. So far, I no longer hold any position of the company. 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
In 2021, the company held seven meetings of the board of directors, one of which was held during my term of office. With a diligent attitude, I attended the board of directors on time and exercised my voting rights.
Before the meeting, I carefully reviewed the meeting materials, studied decision-making matters, communicated with the company’s management, and made full preparations for participating in decision-making. At the meeting, we carefully considered various topics, actively participated in the discussion, and expressed independent opinions on relevant matters 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, one of which was held during my tenure. I attended the general meeting of shareholders 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 examination and approval procedures have been performed for major matters according to the regulations, which are legal and effective. I voted in favour of all proposals of the board of directors of the company participated 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 in accordance with 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 19th meeting of the Fourth Board of directors held on March 2, 2021, Expressed independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors and independent directors of the Fifth Board of directors.
I believe that the above matters discussed by the company comply with the provisions of the company law, securities law and other relevant laws and regulations and the articles of association, and embody 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 a member of the nomination committee, the chairman, the audit committee, the remuneration and assessment committee and the strategy committee.
As the chairman of the nomination committee of the board of directors, I presided over the daily work of the nomination committee in accordance with the working system of independent directors, the implementation rules of the nomination committee of the board of directors and other relevant systems. During the term of office in 2021, a meeting was held to examine the qualifications of independent director candidates and non independent director candidates of the Fifth Board of directors of the company, put forward suggestions, and earnestly fulfilled the duties and obligations of the chairman of the nomination committee.
During my term of office in 2021, the company did not hold the audit committee, salary and assessment committee and Strategy Committee of the board of directors.
4、 On site investigation of the company
During my tenure in 2021, I took advantage of the opportunity to attend the general meeting of shareholders to actively visit the company, pay attention to the company’s operation, internal control and other system construction, as well as the implementation of the resolutions of the board of directors and the general meeting of shareholders; And communicate and contact with the Secretary of the board of directors, other senior executives and relevant staff through communication to understand the development needs and difficulties of the company; Pay attention to the new situation and opportunities brought to the development of the company by the changes in the national macroeconomic environment, and actively discuss and exchange with the management of the company. 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 for the proposals submitted to the board of directors for deliberation, and use their own professional knowledge to exercise their voting rights independently, objectively and prudently, which has 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, urge the company to follow the policies, and complete the information disclosure truthfully, accurately, timely and completely in strict accordance with relevant laws and regulations, the articles of association, information disclosure management 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 and regulations of the CSRC and Shenzhen Stock Exchange, constantly 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 the rights and interests of shareholders.
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 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, 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.
7、 Other matters
1. During his tenure, he did not raise any objection to the proposal of the board of directors;
2. During the term of office, there is no proposal to convene the board of directors;
3. During the term of office, there is no proposal to hire or dismiss an accounting firm;
4. During the term of office, there was no independent employment 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. I entrust Ms. Jiang Jianhua, an independent director of the company, to report on my work on behalf of me at the 2021 annual general meeting of shareholders. I also sincerely hope that the company can continue to operate steadily under the leadership of the board of directors, continuously expand the industrial scale, enhance the core competitiveness, significantly improve the profit level and achieve rapid and high-quality development in the future.
It is hereby reported.
Independent director: Zhao Bin
March 30, 2022
