Jiangsu Akcome Science And Technology Co.Ltd(002610)
Report on the work of independent directors in 2021
I, gengnaifan, as an independent director of Jiangsu Akcome Science And Technology Co.Ltd(002610)
In fact, during his tenure in 2021, he was in strict accordance with the company law, the securities law and the guidelines for the governance of listed companies
Guidance on the establishment of independent director system in listed companies, working system of independent directors of the company, and
In accordance with the provisions of the articles of association, earnestly exercise the rights conferred by the company and timely understand the production and operation information of the company
Interest, pay full attention to the development of the company, actively attend relevant meetings held by the company in 2021, and
The board of directors expressed independent and objective opinions on relevant matters considered, faithfully performed their duties and gave full play to the independent directors
The independent role of the matter has safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders. Now I
The work report of 2021 is as follows:
1、 Attendance at relevant meetings of the company in 2021
In 2021, the company held 27 board meetings and attended 27 meetings in person. In the spirit of diligence and pragmatism
On the principle of honesty and responsibility, I voted for all the proposals after objective and careful consideration. At the meeting of directors
Before the meeting, I took the initiative to investigate and obtain the materials and information needed to make a resolution. At the meeting of the board of directors, I
Carefully consider each proposal, actively participate in the discussion and put forward reasonable suggestions, and make scientific decisions for the board of directors of the company
The policy has played a positive role. In 2021, as the chairman and chairman of the remuneration and assessment committee of the board of directors
As a member of the strategic committee, I participated in all the meetings of various professional committees, actively participated in the discussion at the meeting, and made suggestions
Make scientific suggestions and make fair and independent judgments.
2、 Independent opinions
In 2021, I gave my prior approval and independent opinions on relevant matters of the company, and the sessions of relevant meetings
The list of matters and opinions is as follows:
Date of publication session type of opinions
The proposal on providing external guarantee in 2021 is approved in advance; Agreed independent opinion
Independent opinion on nominating Mr. Zhang Jinjian as the Fourth Board of directors of the company
Proposal of the 30th legislative director of the Fourth Board of directors on January 13, 2021
Eighth interim meeting
Independent opinions on the proposal of appointing Mr. Zhang Jinjian as senior vice president of the company
Independent opinions on the proposal on the company's foreign exchange hedging business
Independent opinion on matters related to the qualified opinion of 2019 audit report
Proposal on special description of noise elimination
On February 7, 2021, the proposal of the 30th session of the Fourth Board of directors on the prediction of the company's daily connected transactions in 2021 was approved in advance; Nine interim meetings of independent opinions agreed
Prior approval of Aikang industry and its related parties to offset the debt with non cash assets; Agree to the proposal of retroactive transaction of independent opinions
On February 22, 2021, the fortieth session of the Fourth Board of directors approved the controlling shareholder to compensate part of the company's debts and related party transactions in advance; The independent opinions agreed to the proposal of an interim meeting
Independent opinions approved by the 40th session of the 4th board of directors on April 9, 2021 on the proposal of the company's new external guarantee
Three interim meetings
Independent opinions on 2020 profit distribution plan
Independent opinions agreed in the 2020 internal control evaluation report
Independent opinions on the proposal on repurchase and cancellation of some restricted shares
On April 29, 2021, the proposal of the 40th session of the Fourth Board of directors on the renewal of the accounting firm was approved in advance; Fourth meeting of independent opinions agreed
Independent opinions on the consent of the controlling shareholders and other related parties to occupy the company's assets
Proposal on the company's external guarantee
Prior approval of Aikang industry and its related parties to offset the debt with non cash assets; Agree to the proposal of retroactive transaction of independent opinions
The prior approval of the controlling shareholder to compensate part of the company's debts and related party transactions; Approved independent opinions: proposal of the 40th session of the 4th board of directors on mm / DD / yy
2021 May 14 fifth interim meeting
The proposal on the company's new external guarantee shall be approved in advance; Agreed independent opinion
Independent opinions agreed on the proposal of the 40th session of the 4th board of directors on the extension of the company's shareholding increase plan
2021st 6th interim meeting
Independent opinions approved by the 40th session of the 4th board of directors on the proposal of repurchasing the company's shares
2021 June 11 seventh interim meeting
The 40th meeting of the 4th board of directors on April,, approved Aikang industry and its related parties in advance with all the equity of Aikang real estate; Independent opinions agreed: proposal on debt repayment and related party transactions at the eighth interim meeting on June 30, 2021
Loan replacement for external guarantee of the company and provide transitional guarantee for prior approval; Independent opinions agreed with the proposal of the 40th meeting of the 4th board of directors
9th interim meeting on 13 August 2021
Prior approval of wholly-owned subsidiaries for capital increase and related party transactions of joint-stock companies; Independent opinions and proposals agreed
On August 27, 2021, the 50th session of the Fourth Board of directors gave independent opinions on the occupation of the company's funds by controlling shareholders and other related parties and the consent of the public
Proposal on external guarantee of the second interim meeting
On September 8, 2021, the 50th session of the Fourth Board of directors approved the proposal on providing external guarantee in advance; Second interim meeting of independent opinions agreed
Independent opinions approved by the 50th session of the Fourth Board of directors on September 13, 2021 on the proposal to adjust the share repurchase scheme
Three interim meetings
On September 14, 2021, the 50th session of the Fourth Board of directors approved the proposal on providing external guarantee in advance; Four interim meetings of independent opinions agreed
On October 11, 2021, the 50th session of the Fourth Board of directors approved the proposal on providing external guarantee in advance; Six interim meetings of independent opinions agreed
Loan replacement for external guarantee of the company and provide transitional guarantee for prior approval; Independent opinions agreed with the proposal of the 50th meeting of the 4th board of directors
Eighth interim meeting on November 1, 2021
Prior approval of wholly-owned subsidiaries for capital increase and related party transactions of joint-stock companies; Independent opinions and proposals agreed
Independent opinions agreed by the 60th session of the Fourth Board of directors on the proposal on Exempting the company's shareholders from the commitment to increase shares of the company on December 10, 2021
Second interim meeting
I believe that the above major issues considered by the company in 2021 comply with the company law, securities law, etc
The provisions of relevant laws, regulations and the articles of association embody the principles of openness, fairness and impartiality
In the case of damaging the interests of the company and all shareholders, especially minority shareholders.
3、 Work done to protect the legitimate rights and interests of all shareholders
1. Since I performed my duties, I have faithfully performed the duties of an independent director. Any major that needs to be deliberated and decided by the board of directors
I have carefully reviewed the materials provided by the company, deeply understood the drafting of relevant proposals, and applied professional
Knowledge and expressed professional opinions in the decision-making of the board of directors.
2. As the chairman of the remuneration and assessment committee of the board of directors of the company, he is responsible for the remuneration and assessment system of the company
Supervise the operation; As a member of the strategy committee of the board of directors of the company, actively inquire about the daily operation and corporate governance
As for the development planning of the company, I listened to the reports of relevant personnel of the company in detail and conducted field visits to understand the production of the company in time
To express opinions and exercise powers at the board of directors on business trends.
3. Since performing my duties, I have made many on-site visits to the company to understand the production, operation and finance of the company
Status; Keep close contact with other directors, senior executives and relevant staff of the company through telephone and email
Always pay attention to the impact of external environment and market changes on the company, and pay attention to the relevant reports of the media on the company,
Grasp the operation status of the company in time.
4、 Other work performed by the independent director
In order to effectively perform the duties of independent directors, I carefully study the standardized operation of listed companies and the performance of independent directors
Laws, regulations, rules and regulations related to the bank's responsibilities, deepen the understanding and understanding of relevant laws and regulations, and effectively strengthen
Ability to protect the legitimate rights and interests of the company and shareholders. In 2021, the company operated well, and the board of directors
The convening and convening of the general meeting of shareholders comply with legal procedures, and relevant procedures have been performed for major business decisions. so
In 2021, I did not propose to convene the board of directors, dismiss the accounting firm, or propose independence
Employment of external audit institutions and consulting institutions.
In 2022, I will continue to strengthen my study, earnestly perform my duties based on the principles of loyalty, diligence, independence and impartiality, deeply understand the operation of the company, give full play to the role of independent directors, safeguard the overall interests of the company, pay attention to the legitimate rights and interests of minority shareholders, promote the standardized operation of the company and establish a good market image of honesty and trustworthiness of the company.
(Geng naifan)
April 13, 2002
