Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Western Metal Materials Co.Ltd(002149) (hereinafter referred to as "the company"), in 2021, I strictly followed the provisions and requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders, the guidelines for the standardized operation of listed companies on Shenzhen Stock Exchange and other relevant laws and regulations, as well as the articles of association, the working system of independent directors and other systems, Faithfully perform their duties, carefully consider various proposals of the board of directors, and express independent opinions on relevant matters of the company, give full play to the role of independent directors, safeguard the overall interests of the company, and safeguard the legitimate rights and interests of all shareholders, especially the public shareholders. The performance of the duties of independent directors in 2021 is reported to the shareholders as follows:
1、 Basic personal information of independent directors
Yang naiding, male, Han nationality, born in 1964, is a member of the Communist Party of China. He graduated from Xi'an Jiaotong University in management engineering with a doctoral degree and a postdoctoral degree in Aerospace Science and technology of Northwest University of technology. He has successively served as lecturer, associate professor, Professor, doctoral supervisor, vice president, executive vice president and President of the school of management of Northwest University of technology. He is currently a professor and doctoral supervisor of the school of management of Northwest University of technology. Served as an independent director of AVIC aircraft Co., Ltd. Ligeance Aerospace Technology Co.Ltd(000697) independent director. He has been an independent director of the company since August 2019.
2、 Attendance at the board of directors and general meeting of shareholders in 2021
In 2021, the company held 6 meetings of the board of directors (from the 9th meeting of the 7th board of directors to the 14th meeting of the 7th board of directors) and 1 general meeting of shareholders (2020 general meeting of shareholders). My attendance and non voting attendance are as follows:
Attendance of independent directors at the board of directors
During the reporting period, the independent directors should attend the on-site meetings, entrust them by means of communication, and whether they have been absent for two consecutive times. Their names plus the number of meetings of the board of directors, the number of meetings attended, and the number of meetings attended in person
Yang naiding 61 500 no
Attendance of independent directors at the general meeting of shareholders
Number of times independent directors should attend the general meeting of shareholders in the reporting period
Business name
Yang naiding 1
The convening of the board of directors and the general meeting of shareholders of the company complies with legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
I have carefully studied and deliberated various proposals and other related matters considered by the board of directors of the company in advance, actively communicated with the company, made independent judgment and exercised voting rights rigorously on the basis of fully understanding the actual situation. In 2021, I voted in favor of all the proposals submitted to the board of directors, without objection or abstention.
3、 Opinions of independent directors on major issues of the company in 2021
(I) the independent opinions of Western Metal Materials Co.Ltd(002149) independent directors on relevant matters of the company was issued at the 10th meeting of the seventh board of directors.
1. Independent opinions on adjusting some equipment of the project invested by raised funds
Part of the equipment purchased by the company in this adjustment of the investment project with raised funds is required based on the actual situation of the company, which is in line with the interests of the company and all shareholders. This adjustment has fulfilled the corresponding decision-making procedures, and is in line with the provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the company's raised funds management system. There is no situation that damages the interests of shareholders, especially small and medium-sized shareholders. The independent directors unanimously agreed to this adjustment.
2. Independent opinions on the replacement of self raised funds invested in advance with raised funds
If there is no conflict between the raised funds and the investment plan of the project, it will not affect the normal implementation of the project. If there is no conflict between the raised funds and the raised funds, it will not affect the normal implementation of the project. We agree that the company will use the raised funds to replace the self raised funds of 31.054 million yuan invested in the raised projects in advance.
3. Independent opinions on using some idle raised funds to supplement working capital temporarily
The company uses 400 million yuan of idle raised funds to temporarily supplement working capital, which is conducive to improving the use efficiency of funds and reducing the financial expenses of the company, which is in line with the interests of all shareholders of the company. The decision-making procedure of using some idle raised funds to temporarily supplement working capital complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies of China Securities Regulatory Commission and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. It does not conflict with the implementation plan of the investment projects with raised funds, and does not affect the normal progress of the investment projects with raised funds, There is no disguised change in the investment direction of the raised funds and damage to the interests of shareholders. Therefore, we agree that the company will use some idle raised funds to supplement working capital temporarily, with a service life of no more than 12 months, and return them to the special account for raised funds before expiration.
(II) the independent opinions of Western Metal Materials Co.Ltd(002149) independent directors on relevant matters of the company was issued at the 10th meeting of the seventh board of directors.
1. Independent opinions on profit distribution plan in 2020
We believe that the 2020 profit distribution plan proposed by the board of directors of the company is based on the actual situation of the company, in line with relevant laws, regulations and the articles of association, in line with the company's shareholder return plan for the next three years (20182020), and there is no damage to the rights and interests of the company and minority shareholders. Therefore, we agree that the company's 2020 profit distribution plan shall be submitted to the company's 2020 general meeting for deliberation.
2. Independent opinions on the self-evaluation report of internal control in 2020
(1) During the reporting period, the company followed the basic principles of internal control and continuously improved and established the internal control management system according to its actual situation, characteristics and management needs. All business activities were carried out in accordance with the provisions of relevant systems. (2) The company's internal control over subsidiaries, related party transactions, external guarantees, use of raised funds, major investment and information disclosure is strict, sufficient and effective, in line with relevant national laws and regulations, and all systems have been fully and effectively implemented, which can meet the current management requirements and development needs of the company, ensure the orderly development of the company's business activities, and ensure the full implementation of the company's development strategy and business objectives. We believe that the 2020 internal control self-evaluation report can comprehensively, objectively and truly reflect the actual situation of the company's internal control, and there is no damage to the rights and interests of the company and minority shareholders. We agree with the 2020 internal control evaluation report.
3. Independent opinions on the estimated amount of daily connected transactions in 2021
(1) Prior approval of independent directors: we agree to the proposal on the estimated amount of daily connected transactions in 2021 and agree to submit the proposal to the 11th meeting of the seventh board of directors for deliberation. (2) Opinions on voting procedures and fairness of related party transactions: the expected related party transactions in 2021 are in line with the actual situation of the company, are to ensure the daily production and operation needs of the company, and comply with the provisions of relevant laws and regulations, the articles of association and the related party transaction decision-making system of the company; Both parties of the related party transactions in 2021 are expected to follow the principles of fairness, impartiality, voluntariness and integrity, and the transaction method conforms to the fair market pricing rules; (3) The resolution on the estimated amount of daily connected transactions in 2021 was made when the connected directors avoided voting, and the procedure was legal and compliant; (4) The related party transaction resolution made this time has not found any damage to the interests of the company, the rights and interests of public investors, especially the rights and interests of minority shareholders.
4. independent opinions on the reappointment of the auditor in 2021
1. Opinions approved in advance: the deliberation procedure of the company's proposal to appoint an audit institution in 2021 complies with the provisions of relevant laws, regulations and the articles of association, and will not damage the interests of the company and the legitimate rights and interests of shareholders. The company has obtained our prior approval before submitting the proposal on the appointment of audit institutions in 2021 to the board of directors for deliberation. 2. Independent opinion: after examination, Sigmar Certified Public Accountants (special general partnership) has a large scale, has the qualification of securities industry, has many years of experience and ability to provide audit services for listed companies, and can meet the requirements of the company's annual financial audit. Therefore, we agreed to continue to appoint Sigmar Certified Public Accountants (special general partnership) as the company's audit institution in 2021, and agreed to submit the proposal to the company's general meeting for deliberation.
5. Independent opinions on the guarantee provided by the company for the holding subsidiary
This guarantee is mainly to meet the needs of normal production and operation and working capital of the holding subsidiary, which is conducive to the sound development of the holding subsidiary and in line with the overall interests of the company. We agree to this guarantee.
6. For the special explanation and independent opinions on the company's accumulated and current external guarantees and the funds occupied by related parties, we now understand and verify the company's external guarantees and the funds occupied by controlling shareholders and other related parties as of December 31, 2020, and hereby express the following independent opinions: (1) the company does not have any other related parties holding less than 50% shares for controlling shareholders and the company Guarantee provided by any unincorporated unit or individual. (2) There is no abnormal occupation of the company's funds by controlling shareholders and other related parties. (3) During the reporting period, the company's accumulated external guarantee balance was 400.9 million yuan, accounting for 15.53% of the audited net assets at the end of the year, which were all guarantees provided by the company to its holding subsidiaries. The guarantee provided by the company for the holding subsidiary is required by the company's normal production and operation and the rational use of funds. The guarantee decision-making procedure is legal and does not harm the interests of the company and its shareholders, especially the minority shareholders.
7. Independent opinions of the company on the capital increase and related party transactions of the joint-stock company Xi'an Taijin industrial Electrochemical Technology Co., Ltd
(1) Prior approval opinion of independent directors: This connected transaction is a market behavior. The connected matters follow the principles of openness, fairness and impartiality, which is in line with the interests of the company and all shareholders. It has no impact on the independence of the company and does not damage the interests of shareholders of the company. We agree to submit the proposal to the board of directors of the company for deliberation. (2) Independent opinion: when the board of directors considered this connected transaction, the connected directors have avoided voting, and the voting procedures comply with the provisions of the company law, the articles of association and relevant laws. The pricing principle of related party transactions follows the principles of fairness, impartiality and fairness. There is no behavior that damages the interests of the company and shareholders and will not affect the sustainable operation and development of the company. We unanimously agree on the above matters of capital increase and share expansion and related party transactions of the participating companies.
(III) the independent opinions of Western Metal Materials Co.Ltd(002149) independent directors on relevant matters of the company was issued at the 12th meeting of the seventh board of directors.
1. Independent opinions on changes in accounting policies of the company
The accounting policy change of the company this time complies with the relevant provisions of the accounting standards for Business Enterprises No. 21 - leasing (CK [2018] No. 35), the relevant provisions of laws and regulations such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, can reflect the financial status and operating results of the company more objectively and fairly, and is in line with the interests of the company and all shareholders. The change and review procedures comply with relevant laws and regulations and the relevant provisions of the articles of association, and do not harm the interests of the company and minority shareholders. Therefore, we agree to this accounting policy change.
2. Independent opinions on the appointment of deputy general manager of the company
The board of directors of the company has submitted Kang Yan's information to the independent directors, and we agree to appoint Kang Yan as the deputy general manager of the company. This nomination is made on the basis of fully understanding the identity, education, occupation and professional quality of the nominee, and has obtained the consent of the nominee himself. The nominee has the qualification and ability to hold the corresponding position. It is not found that the above personnel are not allowed to serve as senior managers of the company as stipulated in Article 147 of the company law of the people's Republic of China and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. We believe that the above personnel comply with the company law of the people's Republic of China, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant provisions, and are qualified to serve as senior managers of the company.
(IV) the independent opinions of Western Metal Materials Co.Ltd(002149) independent directors on relevant matters of the company was issued at the 13th meeting of the seventh board of directors.
We have checked and understood the company's external guarantees and the funds occupied by controlling shareholders and other related parties as of June 30, 2021. Our independent opinions on this are as follows:
1. About the company's funds occupied by the controlling shareholders and other related parties: there was no non operational occupation of the company's funds by the controlling shareholders and other related parties during the reporting period.
2. External guarantee of the company: the external guarantee object of the company is limited to the holding subsidiary, and there is no guarantee for the controlling shareholder, other related parties, any unincorporated unit or individual. The guarantee provided by the company to its holding subsidiaries belongs to the needs of the company's normal production and operation and rational utilization of funds. The above-mentioned external guarantees of the company have been implemented in strict accordance with the relevant provisions of the company law, the listing rules and the articles of association, the relevant decision-making procedures of external guarantees, and the obligation of information disclosure of external guarantees. There is no situation that damages the interests of the company and its shareholders, especially the small and medium-sized shareholders.
(V) the independent opinions of Western Metal Materials Co.Ltd(002149) independent directors on the company's adjustment of the estimated amount of connected transactions in 2021 was issued at the 14th meeting of the seventh board of directors.
1. Prior approval opinion of independent directors: Western Metal Materials Co.Ltd(002149) company's adjustment of the estimated amount of related party transactions in 2021 is the need of the company's normal production and operation and belongs to normal commercial transactions. It is agreed to submit the above related party transactions to the 14th meeting of the seventh board of directors for review.
2. Opinions of independent directors of related party transactions: (1) the adjustment of the estimated amount of daily related party transactions in 2021 is in line with the actual situation of the company, is to ensure the daily production and operation needs of the company, and complies with the provisions of relevant laws and regulations, the articles of association and the decision-making system of related party transactions of the company; (2) Both parties of the related party transactions in 2021 are expected to follow the principle of fairness and impartiality
