Henan Yicheng New Energy Co.Ltd(300080)
2021 annual report of independent directors
(Liang Zheng)
Shareholders and shareholder representatives:
On January 28, 2021, Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as “the company”) elected me as an independent director at the first extraordinary general meeting of shareholders in 2021. As an independent director of the company, I strictly followed the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the guiding opinions on establishing an independent director system in listed companies Several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association, the system of independent directors and other relevant laws, regulations and requirements, faithfully performed the duties of independent directors, diligently and conscientiously performed the powers conferred by relevant provisions, actively participated in the board of directors of the company in 2021, carefully considered various proposals of the board of directors, and expressed independent opinions on relevant matters, Give full play to the independent and professional role of independent directors and effectively safeguard the interests of the company and shareholders, especially minority shareholders. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at company meetings in 2021
Since I took office, the company has held eight meetings of the board of directors and six general meetings of shareholders. I participated in all the board of directors of the company and attended one general meeting of shareholders as a nonvoting delegate. With a diligent and responsible attitude, I carefully read the relevant materials of the meeting, put forward reasonable suggestions, fulfilled the obligations of independent directors, fully expressed independent opinions during the deliberation of proposals, and played a positive role in the correct and scientific decision-making of the board of directors, Safeguarding the rights and interests of all shareholders, especially minority shareholders.
Since I took office, the convening and convening of the board of directors of the company have complied with legal procedures. Major business decision-making and other major matters have fulfilled relevant procedures, which are legal and effective. All proposals have not harmed the interests of all shareholders, especially minority shareholders. During the reporting period, I voted in favour, and there was no objection, abstention or objection.
2、 Independent opinions
During the term of office in 2021, I carefully, seriously and diligently exercised the rights conferred by the majority of shareholders. Safeguard the overall interests of the company, earnestly implement the independent director system formulated by the company and perform their duties independently. In accordance with the articles of association, the independent director system and other relevant provisions of laws and regulations, during the reporting period, I expressed independent opinions on the following matters of the company:
1. On February 7, 2021, for the proposal on canceling the acquisition of 70% equity of Henan Pingmei Guoneng Lithium Battery Co., Ltd. deliberated at the 16th meeting of the 5th board of directors, the “prior approval opinions on relevant proposals of the 16th meeting of the 5th board of directors” was issued, which was the proposal on canceling the acquisition of 70% equity of Henan Pingmei Guoneng Lithium Battery Co., Ltd The proposal on providing guarantee for the financial leasing business of wholly-owned subsidiaries, the proposal on the by election of non independent directors of the Fifth Board of directors and the proposal on the appointment of the president of the company issued independent opinions on the relevant proposals of the 16th meeting of the Fifth Board of directors of the company.
2. On April 2, 2021, the proposal on adjusting the performance commitment period and signing the supplementary agreement of Kaifeng Pingmei new carbon material technology Co., Ltd. and the proposal on adjusting the supplementary agreement of asset replacement payment method, which were considered at the 17th meeting of the 5th board of directors, issued the prior approval opinions on the relevant proposals of the 17th meeting of the 5th board of directors, The proposal on adjusting the performance commitment period and signing the supplementary agreement of Kaifeng Pingmei new carbon material technology Co., Ltd., the proposal on adjusting the supplementary agreement of asset replacement payment method, the proposal on foreign investment of wholly-owned subsidiaries The proposal on acquiring 20% equity of Henan Huamu Tongtu New Energy Technology Co., Ltd. issued the independent opinions on the relevant proposals of the 17th meeting of the Fifth Board of directors of the company.
3. On April 27, 2021, for the proposal on confirming the daily connected transactions in 2020 and the expected daily connected transaction amount in 2021 deliberated at the 18th meeting of the 5th board of directors, the pre approval opinions on the relevant proposals of the 18th meeting of the 5th board of directors were issued, which was the proposal on the self-evaluation report of internal control in 2020 Proposal on individual provision for bad debts in 2020, proposal on provision for impairment in 2020, proposal on profit distribution plan in 2020, proposal on occupation of the company’s funds by controlling shareholders and other related parties and external guarantee of the company in 2020, proposal on confirmation of daily related party transactions in 2020 and expected daily related party transaction amount in 2021 Proposal on providing guarantees for subsidiaries in 2021, proposal on wholly-owned subsidiaries providing guarantees for the company’s application for bank credit in 2021, proposal on carrying out asset pool business, proposal on Directors’ remuneration and allowances for independent directors and supervisors in 2021, proposal on senior managers’ remuneration in 2021, proposal on changes in accounting policies The proposal on the resignation of the chief financial officer and the new chief financial officer issued the independent opinions on the relevant proposals of the 18th meeting of the Fifth Board of directors of the company.
4. On June 15, 2021, for the proposal on extending the validity period of the resolution of the general meeting of shareholders on the issue of shares and convertible bonds to purchase assets and raise supporting funds and related party transactions and the validity period of the authorization of the general meeting of shareholders to the board of directors considered at the 19th meeting of the Fifth Board of directors, the “opinions on prior approval of the relevant proposals of the 19th meeting of the Fifth Board of directors” was issued Independent opinions on relevant proposals of the 19th meeting of the 5th board of directors of the company.
5. On August 27, 2021, for the proposal on renewing the appointment of the company’s audit institution in 2021 considered at the 20th meeting of the 5th board of directors, the pre approval opinions on the relevant proposals at the 20th meeting of the 5th board of directors were issued, which were considered as the proposal on the occupation of the company’s funds and external guarantee by controlling shareholders and other related parties, the proposal on the provision for impairment in the half year of 2021 Proposal on acquiring 11% equity of Henan Pingmei Sunshine Energy Technology Co., Ltd., proposal on renewing the employment of the company’s audit institution in 2021, proposal on using raised funds to replace self raised funds invested in raised projects in advance The proposal on using some idle raised funds to temporarily supplement working capital issued the independent opinions on the relevant proposals of the 20th meeting of the Fifth Board of directors of the company.
6. On September 28, 2021, for the proposal on the acquisition of 67.09% equity and related party transactions of Haidong GuiQiang New Material Co., Ltd. considered at the 21st Meeting of the 5th board of directors, the pre approval opinions on the relevant proposals of the 21st Meeting of the 5th board of directors were issued, which was the proposal on the acquisition of 67.09% equity and related party transactions of Haidong GuiQiang New Material Co., Ltd The proposal on investment and establishment of negative electrode material project company issued the independent opinions on the relevant proposals of the 21st Meeting of the Fifth Board of directors of the company.
7. On October 26, 2021, for the proposal on changing the investment projects of raised funds and related party transactions and the proposal on increasing the estimated amount of daily related party transactions in 2021 deliberated at the 22nd Meeting of the 5th board of directors, the opinions on the prior approval of the relevant proposals of the 22nd Meeting of the 5th board of directors and the independent opinions on the relevant proposals of the 22nd Meeting of the 5th board of directors were issued.
8. On November 22, 2021, the “prior approval opinions on relevant proposals of the 23rd Meeting of the 5th board of directors” were issued for the proposal on using bank acceptance bills and other bills to pay the funds of raised investment projects and replacing them with the raised funds in the same amount, which was considered at the 23rd meeting of the 5th board of directors, The proposal on the semi annual report and summary of 2021, the announcement on the provision for impairment in the semi annual of 2021, the correction of the report of the third quarter of 2021, and the proposal on using bank acceptance bills and other bills to pay the funds of raised investment projects and replace them with the raised funds in the same amount The proposal on investment and establishment of negative electrode material project company issued independent opinions on relevant proposals of the 23rd Meeting of the Fifth Board of directors of the company.
Based on my independent judgment, I believe that the above matters of the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, reflect the principles of openness, fairness and impartiality, the company’s procedures for deliberation and voting on major matters are legal and effective, and the related directors and related shareholders avoided voting during the deliberation of related party transactions, without harming the company and all shareholders, Especially the interests of minority shareholders. 3、 On site inspection of the company
As an independent director of the company, since taking office this year, I have made use of the opportunity to participate in the board of directors, various special committees of the board of directors, the general meeting of shareholders and other time to conduct on-site investigation of the company, and maintained communication with the Secretary of the board of directors, the chief financial officer, directors and other relevant personnel of the company by means of data access, talks and telephone, so as to understand the production and operation, financial status and the implementation of resolutions of the board of directors Construction and implementation of internal control system and other relevant information; Combined with the actual situation of the company and my professional knowledge and experience in accounting, put forward professional opinions and suggestions for the company’s business decision-making. Pay attention to the company’s information disclosure, pay attention to the relevant reports of the media network on the company, timely understand and master the progress and progress of the company’s major events, and effectively perform the duties of independent directors.
4、 Work done to protect the rights and interests of investors
1. Since taking office, I have actively studied the “guidelines for the governance of listed companies” and other relevant documents regulating the corporate governance structure and protecting the legitimate rights and interests of investors, so as to improve my ability to perform my duties; Strengthen communication with other directors, supervisors and senior managers, and use their own knowledge and experience in accounting to make suggestions for the operation and management of the company; Effectively supervise and verify the performance of directors and senior managers of the company; For the matters considered by the board of directors of the company, it insisted on careful review, exercised voting rights prudently, and expressed independent opinions on relevant matters, which played a positive role in the scientific decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and the majority of investors. 2. Supervise and inspect the company’s information disclosure work, and urge the company to perform its information disclosure obligations in accordance with laws and regulations; Pay attention to the construction and implementation of the company’s internal control system, urge the company to strictly comply with the requirements of relevant laws, regulations and normative documents, standardize the operation, and safeguard the interests of all investors.
5、 Performance of professional committees
As a member of the strategy committee, I actively understood the company’s operation and industry development, studied the company’s future development strategy, put forward my own opinions and suggestions, and earnestly fulfilled the responsibilities and obligations of the members of the strategy committee. As a member of the nomination committee, conduct a pre examination of the qualifications of the directors to be elected and the senior executives to be appointed, issue the opinions of the nomination committee and submit them to the board of directors for deliberation. As a member of the audit committee, I understand the company’s financial and operating conditions in time, strengthen communication and exchange with the company’s internal audit department and external audit institutions, listen to the audit institutions’ summary report on the annual audit work on site, focus on the establishment, integrity and standardized operation of the company’s internal control system, and provide opinions and suggestions on relevant matters from a professional perspective. As the chairman of the remuneration and assessment committee, he reviewed the remuneration matters disclosed by the directors and senior managers of the company, and believed that the remuneration received by the directors, supervisors and senior managers of the company in the company was paid in strict accordance with the corporate responsibility assessment system, and the remuneration disclosed by the company was consistent with the actual payment.
6、 Learning and training
Since becoming an independent director, he has actively studied relevant laws, regulations and rules, participated in the training of new laws and regulations, mastered relevant policies in time, especially strengthened the understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of minority shareholders, continuously improved his ability to perform his duties and work level, and further promoted the standardized operation of the company.
7、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There was no independent engagement of external audit institutions and consulting institutions.
As an independent director of the company, in 2022, I will continue to perform the obligations of independent directors in accordance with relevant laws, regulations, the articles of association and relevant provisions and requirements in the spirit of integrity and diligence, give full play to the role of independent directors, and resolutely safeguard the legitimate rights and interests of the company and minority shareholders. Finally, I would like to express my heartfelt thanks to the company for its strong support and active cooperation in our work in 2021.
Hereby report!
(there is no text on this page, which is the signature page of the 2021 annual report of Henan Yicheng New Energy Co.Ltd(300080) independent directors) Liang Zheng (signature):
April 7, 2002
