Jiangsu Nanfang Bearing Co.Ltd(002553)
2021 annual report of independent directors
Independent director: Chen Wenhua
As an independent director of the 5th board of directors of Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on establishing an independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange In the work of 2021, in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the requirements of relevant laws, regulations and systems such as the articles of association and the independent director system formulated by the company, we will perform our duties diligently, dutifully and faithfully, actively attend relevant meetings, give full play to the role of independent directors, and carefully consider various proposals of the board of directors, Earnestly safeguard the interests of the company and shareholders, especially minority shareholders.
I hereby report my performance of duties as an independent director during my tenure in 2021 as follows:
1、 Attendance at meetings
During my tenure in 2021, I seriously participated in the board of directors of the company and fulfilled the duty of diligence of independent directors. The convening and convening of the board of directors of the company in 2021 comply with the legal procedures, and the relevant procedures have been fulfilled for major business decisions, which are legal and effective. Therefore, I have no objection to the proposals of the board of directors of the company in 2021.
1. Board meeting
In 2021, the company held five Board meetings, all of which were on-site meetings. I personally attended the meeting. Due to the epidemic, one of them was by means of communication. I have not raised any objection to the proposals of the board of directors of the company. For the proposals considered at the meeting, I filled in the voting votes after careful deliberation, put forward my own opinions and suggestions from the perspective of being conducive to the development of the company and shareholders, and faithfully performed the duties of independent directors.
2. General meeting of shareholders
In 2021, the company held three general meetings of shareholders, and I personally attended the meeting. I did not raise any objection to the proposals of the general meeting of shareholders.
2、 Independent opinions
In 2021, I gave independent opinions on relevant matters of the company as follows:
On March 25, 2021, at the 9th meeting of the 5th board of directors held by the company, I reviewed the “internal control evaluation report of the company in 2020”, “storage and use of raised funds in 2020”, “special instructions on the company’s cumulative and current external guarantee”, “special instructions on the company’s occupation of funds with controlling shareholders and other related parties” Independent opinions were expressed on the proposals of “re employment of audit institutions”, “appointment of chief financial officer”, “remuneration plan for directors, supervisors and senior managers in 2021”, “profit distribution plan in 2020” and “change of accounting policies”.
On August 26, 2021, at the 11th meeting of the 5th board of directors held by the company, I discussed at the meeting: “the deposit and use of the company’s raised funds in the half year of 2021”, “the occupation of the company’s funds by the controlling shareholders and other related parties”, “the external guarantee of the company and its holding subsidiaries”, “about carrying out financial derivatives transactions”, “about the proposed purchase of directors’ and supervisors’ high liability insurance” The motion on Amending the measures for the administration of employee house purchase loans expressed independent opinions.
On November 5, 2021, at the 13th (Interim) meeting of the 5th board of directors held by the company, I expressed independent opinions on the proposal on “reducing Pan Asian Microvent Tech (Jiangsu) Corporation(688386) shares of the company” deliberated at the meeting.
The above details have been published on cninfo.com, the information disclosure website designated by the company（ http://www.cn.info.com.cn. ）。
3、 On site investigation of the company
In 2021, irregularly go to the company for on-site inspection and office; I visited the company’s production base, learned about the production process and production process of the company’s products, kept close contact with other directors, senior managers and relevant staff of the company by telephone and e-mail, always paid attention to the impact of external environment and market changes on the company, paid attention to the relevant reports of the media and network on the company, and was able to timely understand and master the progress of major events of the company, Earnestly performed the duties of independent directors.
4、 Other work done on the protection of investors’ rights and interests
1. Continue to pay attention to the disclosure of the company’s information and actively participate in investor interaction
In 2021, I actively paid attention to the information disclosure of the company, supervised the information disclosure, and urged the personnel of relevant companies to do a good job of disclosure in accordance with the provisions of laws, regulations and rules, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. At the same time, the company attaches importance to the management of investor relations, seriously receives the investors investigated by the company, patiently answers the telephone consultation of investors, ensures the smooth communication channels between the company and investors, ensures the equality and openness of the company’s investor relations management activities, and earnestly safeguard the legitimate rights and interests of investors and public shareholders.
2. Pay close attention to the company’s business decisions
During my tenure in 2021, I maintained good communication with the company, learned about the company’s business status, capital transactions, related party transactions, the improvement and implementation of internal control system, the implementation of resolutions of the board of directors and other related matters through various channels, actively provided advice for the company’s development, operation and management, and helped the board of directors make independent, objective and scientific decisions.
3. Work of relevant committees of the board of directors
As the chairman of the audit committee of the board of directors and the member of the strategy committee and the remuneration and assessment committee, I evaluated the performance of the directors, supervisors and senior managers of the company in 2021. As the convener of the audit committee, carefully review the work report of the internal audit department and the company’s periodic report, and continuously provide supervision and guidance. During the preparation and disclosure of the company’s 2021 annual report and related materials, understand the audit arrangement and progress of the annual report, discuss the key points of the audit work with the external audit institutions, carefully read the relevant materials, and communicate the problems found in time, Ensure that the audit work is completed on schedule and the financial report is accurate, true and complete.
During my tenure, I carefully listened to the reports of relevant personnel according to the actual situation of the company and through communication with relevant company personnel, paid attention to the company’s information disclosure in real time, paid attention to the company’s financial statements and business data, actively studied the business strategy in line with the company’s development direction, and made suggestions for the healthy and rapid development of the company.
5、 Training and learning
I have obtained the qualification certificate of independent director, consciously study and master the latest laws, regulations and rules of China Securities Regulatory Commission, Jiangsu securities regulatory bureau and Shenzhen Stock Exchange, and actively participate in the relevant training organized by the company and the sponsor in various ways.
I will continue to improve my ability to perform my duties and make scientific decisions for the company
Jiangsu Nanfang Bearing Co.Ltd(002553)
2021 annual report of independent directors
Independent directors: Comments
As an independent director of the 5th board of directors of Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”), in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on establishing an independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange In the work of 2021, in accordance with the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the requirements of relevant laws, regulations and systems such as the articles of association and the independent director system formulated by the company, we will perform our duties diligently, dutifully and faithfully, actively attend relevant meetings, give full play to the role of independent directors, and carefully consider various proposals of the board of directors, Earnestly safeguard the interests of the company and shareholders, especially minority shareholders.
I hereby report my performance of duties as an independent director during my tenure in 2021 as follows:
1、 Attendance at meetings
During my tenure in 2021, I seriously participated in the board of directors of the company and fulfilled the duty of diligence of independent directors. The convening and convening of the board of directors of the company in 2021 comply with the legal procedures, and the relevant procedures have been fulfilled for major business decisions, which are legal and effective. Therefore, I have no objection to the proposals of the board of directors of the company in 2021.
1. Board meeting
In 2021, the company held five Board meetings, all of which were on-site meetings. I personally attended the meeting. Due to the epidemic, one of them was by means of communication. I have not raised any objection to the proposals of the board of directors of the company. For the proposals considered at the meeting, I filled in the voting votes after careful deliberation, put forward my own opinions and suggestions from the perspective of being conducive to the development of the company and shareholders, and faithfully performed the duties of independent directors.
2. General meeting of shareholders
In 2021, the company held three general meetings of shareholders, and I personally attended the meeting. I did not raise any objection to the proposals of the general meeting of shareholders.
2、 Independent opinions
In 2021, I gave independent opinions on relevant matters of the company as follows:
On March 25, 2021, at the 9th meeting of the 5th board of directors held by the company, I reviewed the “internal control evaluation report of the company in 2020”, “storage and use of raised funds in 2020”, “special instructions on the company’s cumulative and current external guarantee”, “special instructions on the company’s occupation of funds with controlling shareholders and other related parties” Independent opinions were expressed on the proposals of “re employment of audit institutions”, “appointment of chief financial officer”, “remuneration plan for directors, supervisors and senior managers in 2021”, “profit distribution plan in 2020” and “change of accounting policies”.
On August 26, 2021, at the 11th meeting of the 5th board of directors held by the company, I discussed at the meeting: “the deposit and use of the company’s raised funds in the half year of 2021”, “the occupation of the company’s funds by the controlling shareholders and other related parties”, “the external guarantee of the company and its holding subsidiaries”, “about carrying out financial derivatives transactions”, “about the proposed purchase of directors’ and supervisors’ high liability insurance” The motion on Amending the measures for the administration of employee house purchase loans expressed independent opinions.
On November 5, 2021, at the 13th (Interim) meeting of the 5th board of directors held by the company, I expressed independent opinions on the proposal on “reducing Pan Asian Microvent Tech (Jiangsu) Corporation(688386) shares of the company” deliberated at the meeting.
The above details have been published on cninfo.com, the information disclosure website designated by the company（ http://www.cn.info.com.cn. ）。
3、 On site investigation of the company
In 2021, irregularly go to the company for on-site inspection and office; I visited the company’s production base, learned about the production process and production process of the company’s products, kept close contact with other directors, senior managers and relevant staff of the company by telephone and e-mail, always paid attention to the impact of external environment and market changes on the company, paid attention to the relevant reports of the media and network on the company, and was able to timely understand and master the progress of major events of the company, Earnestly performed the duties of independent directors.
4、 Other work done on the protection of investors’ rights and interests
1. Continue to pay attention to the disclosure of the company’s information and actively participate in investor interaction
In 2021, I actively paid attention to the information disclosure of the company, supervised the information disclosure, and urged the personnel of relevant companies to do a good job of disclosure in accordance with the provisions of laws, regulations and rules, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board. At the same time, the company attaches importance to the management of investor relations, seriously receives the investors investigated by the company, patiently answers the telephone consultation of investors, ensures the smooth communication channels between the company and investors, ensures the equality and openness of the company’s investor relations management activities, and earnestly safeguard the legitimate rights and interests of investors and public shareholders.
2. Pay close attention to the company’s business decisions
During my tenure in 2021, I maintained good communication with the company, learned about the company’s business status, capital transactions, related party transactions, the improvement and implementation of internal control system, the implementation of resolutions of the board of directors and other related matters through various channels, actively provided advice for the company’s development, operation and management, and helped the board of directors make independent, objective and scientific decisions.
3. Work of relevant committees of the board of directors
As the director of the remuneration and assessment committee of the board of directors and a member of the strategy committee and the nomination committee, I reviewed the due diligence of the directors and senior managers in 2021, and believed that the directors and senior managers of the company carefully performed their corresponding duties according to their respective division of labor. The remuneration paid by the company to the directors and senior managers was in line with the actual situation of the company and the provisions of the company’s remuneration system, There is no violation of the company’s system; During the reporting period, he participated in the special meeting held by the nomination committee, communicated with the nominees on the nomination matters, did a good job in communication, supervision and verification, and earnestly safeguarded the interests of minority shareholders.
During my tenure, I carefully listened to the reports of relevant personnel according to the actual situation of the company and through communication with relevant company personnel, paid attention to the company’s information disclosure in real time, paid attention to the company’s financial statements and business data, actively studied the business strategy in line with the company’s development direction, and made suggestions for the healthy and rapid development of the company.
5、 Training and learning
I have obtained the qualification certificate of independent director, consciously study and master the latest laws, regulations and rules of China Securities Regulatory Commission, Jiangsu securities regulatory bureau and Shenzhen Stock Exchange, and actively participate in the relevant training organized by the company and the sponsor in various ways. I will also continuously improve my ability to perform my duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and earnestly perform the responsibility of protecting the rights and interests of the company and investors.
6、 Other working conditions
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 independent
