Henan Yicheng New Energy Co.Ltd(300080)
2021 annual report of independent directors
(Wang Wenjing)
Shareholders and shareholder representatives:
On May 12, 2020, Henan Yicheng New Energy Co.Ltd(300080) (hereinafter referred to as “the company”) elected myself as an independent director at the 2019 annual general meeting of shareholders. As an independent director of the company, I strictly followed the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the guiding opinions on establishing an independent director system in listed companies, and several provisions on strengthening the protection of the rights and interests of shareholders of social public shares In accordance with the provisions and requirements of the articles of association, the system of independent directors and other relevant laws, regulations and rules, they faithfully performed the duties of independent directors, diligently and conscientiously performed the powers conferred by relevant regulations, actively participated in the board of directors of the company in 2021, carefully reviewed various proposals of the board of directors, expressed independent opinions on relevant matters, and gave full play to the independent and professional role of independent directors, Effectively safeguard the interests of the company and shareholders, especially minority shareholders. I now report on my performance of the duties of independent directors in 2021 as follows: I. attendance at the company’s meetings in 2021
This year, the company held nine board meetings and seven shareholders’ meetings. I actively participated in all the board meetings of the company, carefully read the relevant materials of the meeting with a diligent and responsible attitude, put forward reasonable suggestions, fulfilled the obligations of independent directors, fully expressed independent opinions during the deliberation of proposals, played a positive role in the correct and scientific decision-making of the board of directors and safeguarded all shareholders, Especially the rights and interests of minority shareholders.
The convening and convening of the board of directors of the company in this year comply with legal procedures. Relevant procedures have been performed for major business decisions and other major matters, 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. The proposal on resignation of independent directors and the fifth meeting of the 15th board of directors on December 2021 was considered and issued.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. At the 22nd Meeting of the 23rd board of directors, the proposal on the use of raised funds such as the proposal on the acceptance of raised funds was considered and approved at the 22nd Meeting of the 23rd board of directors on November 2021, 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, I took the opportunity of the company’s convening of the board of directors and shareholders’ meeting to conduct field investigation in the company, maintain close contact and communication with the company’s directors, senior executives, Secretary of the board of directors, financial director and other relevant personnel, and timely understand and continuously pay attention to the operation and management of the company; Pay attention to the progress of major issues of the company and put forward reasonable suggestions; I continue to pay attention to the publicity and reports of the company by various newspapers, media and networks, and get the latest information of the company in time.
4、 Work done to protect the rights and interests of investors
1. I continue to pay attention to and implement the work of protecting the legitimate rights and interests of shareholders, actively pay attention to the dynamics of the company’s production, operation and management and the progress of major issues, maintain full independence in my work, faithfully and diligently perform the responsibilities of independent directors, and effectively safeguard the rights and interests of all shareholders, especially small and medium-sized shareholders.
2. Perform the duties of independent directors in accordance with the requirements of the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, carefully study relevant laws, regulations, articles of association and other normative documents, deepen the understanding and understanding of standardizing the corporate governance structure of the company and protecting the interests of public shareholders, and maintain full independence in work, Effectively improve the ability to protect the rights and interests of companies and investors.
5、 Performance of professional committees
As a member of the strategy committee and the nomination committee, I carried out my powers and obligations in strict accordance with the relevant requirements of the working rules of the four committees of the board of directors of the company this year. During my tenure, as a member of the strategy committee, I actively understood the operation and development of the company, studied the strategic layout in line with the development direction of the company, improved the investment decision-making procedures and strengthened the scientificity of decision-making, In terms of improving the corporate governance structure, we have actively played the role of members of the strategy committee. As a member of the nomination committee, I diligently perform my duties, actively participate in the relevant meetings of the nomination committee, study the election conditions, appointment procedures and term of office of the candidates for the board of directors and senior managers of the company in accordance with the provisions of relevant laws, regulations and the articles of Association and in combination with the actual situation of the company, review the qualifications of the candidates for the board of directors and senior managers and put forward suggestions. 6、 Learning and training
Since he became an independent director, he has always paid attention to learning relevant laws, regulations and rules, deepened his understanding and understanding of relevant laws, regulations and rules, especially relevant regulations such as standardizing the corporate governance structure and protecting the interests of public shareholders, and enhanced his ability and awareness of protecting the interests of the company and shareholders; Actively participate in relevant training, have a more comprehensive understanding of the management systems of listed companies, constantly improve their ability to perform their duties, form the awareness of consciously protecting the interests of minority shareholders, provide normative opinions and suggestions for the company’s scientific decision-making and risk prevention, and further promote the improvement of the company’s standardized operation level.
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) Wang Wenjing (signature):
April 7, 2002
