Nanya New Material Technology Co.Ltd(688519)
2021 annual report of independent directors
As an independent director of Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as “the company”), in accordance with the relevant provisions of the company law, the securities law, the articles of association, the working system of independent directors and the attitude of being responsible to the company and all shareholders, with the purpose of paying attention to and safeguarding the interests of all shareholders, especially minority shareholders, in 2021, we performed the duties of independent directors in good faith and diligently and actively participated in the company’s decision-making, He also expressed prudent and objective independent opinions on relevant matters of the board of directors, which provided strong support for the scientific decision-making of the board of directors, promoted the steady, standardized and sustainable development of the company, and effectively safeguarded the legitimate rights and interests of the company and minority shareholders. The specific work is reported as follows:
1、 Basic information of independent directors
1. Personal work experience, professional background and part-time work
Zhang Jin, female, born in July 1963, Chinese nationality, without permanent residency abroad, college degree. From March 2003 to March 2015, he successively served as deputy secretary general and Executive Deputy Secretary General of China Printed Circuit Industry Association; From March 2015 to January 2017, he served as the executive director and Secretary General of China Printed Circuit Industry Association; From January 2017 to November 2020, he served as the executive director and Secretary General of China Electronic Circuit Industry Association. From November 2020 to now, he has served as the consultant and director of the science and Technology Committee of China Electronic Circuit Industry Association. He is currently an independent director of the company.
Sun Jianfei, male, born in May 1973, Chinese nationality, without permanent residency abroad, postgraduate degree and doctoral degree. From August 2010 to February 2017, he served as assistant professor of Antai School of economics and management, Shanghai Jiaotong University; From February 2017 to August 2020, he served as a professor at the Institute of social and Economic Research of Nanjing Audit University and an adjunct professor at Antai School of economics and management of Shanghai Jiaotong University. From September 2020 to now, he has been an associate professor of Shanghai School of advanced finance, Shanghai Jiaotong University. He is currently an independent director of the company.
Zhu Wei, male, born in March 1980, Chinese nationality, without permanent residency abroad, graduate degree. From July 2001 to December 2006, he served as a lawyer of Zhejiang Xingyun law firm; From January 2007 to March 2020, he served as the senior partner of Zhejiang Kaili law firm; Senior partner of Zhejiang Liuhe law firm since April 2020. He is currently an independent director of the company.
2. Independence statement
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position in the company’s subsidiaries or affiliated enterprises; Failing to provide financial, legal and consulting services for the company and its subsidiaries or affiliated enterprises; My immediate family members also do not work in the company, its subsidiaries or affiliated enterprises of the company. We have the qualifications and independence required by the guiding opinions on the establishment of independent director system in listed companies and the company law of the people’s Republic of China issued by the CSRC, and can ensure objective and independent professional judgment without affecting our independence.
2、 Annual performance of independent directors
1. Attendance at meetings
Participation in the board of directors and shareholders’ participation in the board of independent directors
Name of the person who should attend the meeting in person this year, whether he is absent by means of communication entrustment, whether he has attended the shareholders’ meeting for two consecutive times, the number of times he attended the meeting in the way of greatly increasing the number of times of the board of directors, the number of times he did not attend the meeting in person plus the number of times of the meeting
Zhang Jin 9 0 0 No 5
Sun Jianfei 9 0 0 0 No 5
Zhu Wei 9 0 0 No 5
In addition, the special committee of the board of directors held 12 meetings, including 6 meetings of the audit committee, 1 meeting of the nomination committee, 3 meetings of the remuneration and assessment committee and 2 meetings of the strategy committee. As members of the special committees of the board of directors, we all attended the meetings of the special committees in which we served and were not absent from the meetings.
As independent directors of the company, we give full play to our respective professional roles in a diligent and responsible manner based on the principle of prudence and objectivity. Before the meetings of the board of directors and various special committees are held, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we fully discussed with other directors on the matters under consideration, put forward reasonable suggestions to the company with our accumulated professional knowledge and practice experience, actively promoted the objectivity and scientificity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders.
During the reporting period, the proposal, deliberation and voting of all proposals of the company were in line with legal procedures, standardized, legal and effective, and the contents of the proposals were in line with the actual needs of the company’s development. Therefore, we voted in favour of all proposals of the board of directors and special committees in 2021; All proposals considered by the board of directors in 2021 were voted through.
2. Site investigation and company cooperation
During the reporting period, we always maintained communication with the Secretary of the board of directors, the chief financial officer and other management of the company, paid close attention to the company’s operation and management and financial situation, made on-site visits to the company in our personal time, timely obtained information on major issues such as the company’s production and operation dynamics, internal audit and risk control, the progress of raised funds and investment projects, and paid attention to the impact of external environment and market changes on the company, Promote the improvement of the company’s management level.
Before convening the board of directors and relevant meetings, the company carefully organized the preparation of meeting materials, delivered them in a timely and accurate manner, and timely informed the key progress of major matters of the company, so that we can effectively learn about the implementation progress of the company’s decision-making, master the operation dynamics of the company, provide convenient conditions for independent directors to perform their duties, and provide comprehensive support for us to perform our duties according to law and properly.
3、 Key matters concerned in the annual performance of independent directors
1. Related party transactions
During the reporting period, we reviewed the daily related party transactions of the company and the daily related party transactions expected to occur in the year. We believe that the daily related party transactions expected in 2021 belong to normal business transactions. The pricing principles of related party transactions are reasonable and fair, abide by the principles of voluntariness, equivalence and compensation, and meet the development needs of the company.
The decision-making and voting procedures of related party transactions comply with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, follow the principles of objectivity, fairness and impartiality, and do not harm the interests of the company and all shareholders.
2. External guarantee and fund occupation
The company strictly abides by the provisions of relevant laws and regulations and the articles of association in terms of external guarantee and fund occupation management. During the reporting period, except for the company’s subsidiaries, the company did not provide guarantees for third parties or occupy funds. The relevant review procedures comply with the requirements of relevant laws and regulations, there is no violation of guarantees, and there are no acts and situations infringing on the interests of the company and minority shareholders.
3. Use of raised funds
During the reporting period, in accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the measures for the management of raised funds by listed companies of Shanghai Stock Exchange, we supervised and verified the storage and use of the company’s raised funds, and believed that the storage and use of the company’s raised funds met the requirements of relevant laws, regulations and systems, and the disclosure of relevant matters was true It is accurate and complete, and there are no violations in the management and use of raised funds.
4. Merger and reorganization
During the reporting period, the company did not carry out M & A.
5. Nomination and remuneration of senior management
On April 26, 2021, the company held the sixth meeting of the second board of directors, deliberated and passed the proposal on the appointment of senior managers of the company, appointed Bao Xinyang as the deputy general manager of the company’s operation, and the other senior managers remained unchanged. The appointment procedure complies with the provisions of relevant laws, regulations and the articles of Association; The candidate meets the requirements of relevant laws, regulations and the articles of association. There is no legal situation that is not suitable for the company’s senior management. He has the professional ability and experience to perform his duties. At the same time, we reviewed the remuneration of the company’s senior managers during the reporting period and believed that the remuneration plan for the company’s senior managers in 2021 was formulated in combination with the actual situation of the company, the remuneration level and job contribution of the industry and region, and in line with the provisions of the company law, the guidelines for the governance of listed companies, the articles of association and other relevant laws and regulations, It is conducive to mobilizing the work enthusiasm and creativity of senior managers.
6. Performance forecast and performance express
During the reporting period, the company disclosed the performance express of 2020. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 2, 2021 Announcement on 2020 annual performance express (Announcement No.: 2021009). The release of the company’s performance express complies with the provisions of relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange.
7. Appointment or replacement of accounting firms
During the reporting period, the company renewed the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company. The firm has the experience and ability to provide professional audit services for listed companies and can meet the requirements of the company’s audit in 2021. The decision-making process of the company’s renewal of the accounting firm complies with the requirements of relevant laws, regulations and normative documents such as the company law, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the articles of association, and there is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders.
8. Cash dividends and other investor returns
On April 26, 2021, the company held the sixth meeting of the second board of directors, deliberated and approved the proposal on the company’s profit distribution plan in 2020, and submitted it to the company’s 2020 annual general meeting for deliberation. The company’s profit distribution plan for 2020 complies with relevant laws, regulations and the articles of association, takes full account of the company’s own profitability, capital demand and other factors, conforms to the company’s business status and development strategy, and does not damage the interests of the company’s shareholders, especially small and medium-sized shareholders.
9. Performance of commitments of the company and shareholders
During the reporting period, the company and shareholders strictly fulfilled relevant commitments, and no breach of commitments was found.
10. Implementation of information disclosure
During the reporting period, the company disclosed relevant information truthfully, accurately, timely and completely in strict accordance with the company law, the securities law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the administrative measures for information disclosure of listed companies and other regulations, and there were no false records, misleading statements or major omissions.
11. Implementation of internal control
During the reporting period, the company established a perfect internal control system in strict accordance with the requirements of relevant national laws and regulations, basic norms of enterprise internal control and other relevant provisions, combined with the actual situation of the company. The company followed the governance standards of listed companies and will steadily promote the construction of internal control system according to the management requirements of the enterprise’s own development. 12. Operation of the board of directors and its subordinate special committees
During the reporting period, the company held 9 board meetings in strict accordance with the company law, the articles of association, the rules of procedure of the board of directors and other laws, regulations and normative documents, ensuring the smooth development of the company’s business activities. The board of directors of the company has four special committees: Audit Committee, salary and assessment committee, nomination committee and Strategy Committee, and has formulated corresponding working rules accordingly. Each special committee actively carries out work and earnestly performs its duties, which has played a positive role in the standardized operation of the company and the decision-making of the board of directors. The special committee of the board of directors held 12 meetings, including 6 meetings of the audit committee, 3 meetings of the remuneration and assessment committee, 1 meeting of the nomination committee and 2 meetings of the strategy committee.
13. New business development
During the reporting period, the company did not carry out new business other than its main business.
14. Other matters that the independent directors think the listed company needs to improve
During the reporting period, the company’s system was sound and the operation was standardized. At present, there are no other matters that need to be improved. 4、 Overall evaluation and recommendations
During the reporting period, as an independent director of the company, we performed our duties in good faith and diligently in accordance with laws, regulations and the articles of association, in accordance with the principles of objectivity, impartiality and independence, gave full play to the role of independent directors, and earnestly safeguarded the overall interests of the company and the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
In 2022, we will continue to adhere to the principles of independence, objectivity and prudence in accordance with the provisions and requirements of relevant laws and regulations and the company’s system, continue to pay attention to the company’s business development and governance, actively participate in the decision-making of major matters of the company, faithfully, diligently and conscientiously perform the duties of independent directors, effectively safeguard the legitimate rights and interests of the company’s shareholders, especially small and medium-sized shareholders, and effectively promote the standardized operation and healthy development of the company.
It is hereby reported.
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