Report on the work of independent directors in 2021 (Pan Yuzhong)
As an independent director of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) and in strict accordance with the company law, the articles of association of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) company (hereinafter referred to as the "articles of association"), the working system of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) independent directors and other relevant regulations, I (Pan Yuzhong) have been diligent and conscientious, gave full play to the independent and professional role of independent directors, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The specific performance report of 2021 is as follows:
1、 Attendance at meetings
In 2021, the company held 2 general meetings of shareholders and 8 meetings of the board of directors, all of which attended the above-mentioned meetings in person. At the same time, actively organize and participate in the meetings of the special committees of the board of directors.
As an independent director of the company, I gave full play to my professional strengths in a diligent and responsible attitude to all shareholders, carefully reviewed the relevant meeting materials submitted by the company, listened to the report of the management, actively participated in and expressed my own opinions and suggestions. In 2021, I voted in favor of all the proposals of the previous board of directors, and there was no objection or abstention.
2、 Independent opinions
1. At the 12th meeting of the second board of directors held on January 19, 2021, the independent opinions agreed on the proposal on the appointment of deputy general manager were expressed.
2. At the 13th meeting of the second session of the board of directors held on January 25, 2021, they expressed their independent opinions on the proposal on the voluntary commitment to reduce the shareholding of some new shareholders and the proposal on changing the voluntary commitment to reduce the shareholding of some shareholders.
3. At the 14th meeting of the second board of directors held on March 17, 2021, the proposal on the company's profit distribution plan in 2020, the proposal on the company's special report on the storage and use of raised funds in 2020, the proposal on hiring an audit institution in 2021, and the proposal on confirming the salary scheme of non independent directors, supervisors and senior managers in 2020 were discussed The proposal on the company's 2020 internal control self-evaluation report has issued independent opinions.
4. At the 16th meeting of the second board of directors held on July 22, 2021, independent opinions were expressed on the special report on the occupation of the company's funds by controlling shareholders and other related parties and the company's external guarantee, and the special report on the deposit and actual use of the raised funds in the half year of 2021.
5. At the 17th meeting of the second board of directors held on August 12, 2021, the independent opinions agreed on the proposal on the appointment of the company's chief financial officer were expressed.
6. At the 18th meeting of the second board of directors held on October 22, 2021, the independent opinions agreed on the proposal on changing part of the special account for raised funds were expressed.
7. At the 19th meeting of the second board of directors held on December 31, 2021, the independent opinions agreed on the proposal on the appointment of senior managers and the proposal on the resignation of the general manager were expressed. 3、 On site investigation and the company's cooperation with independent directors
In 2021, I actively conducted on-site investigation on the company, continued to pay attention to the operation of the company, made full use of the opportunity to participate in the meetings of the board of directors, special committees, general meetings of shareholders and the annual working meeting of the company, communicated with the management of the company, and listened to the special reports of relevant departments on daily operation, financial status, internal control operation and information disclosure; The company also carefully prepared relevant meeting materials and timely submitted them to me for review, which better cooperated with the work of independent directors.
During the performance of duties, the company actively communicated with me on the matters considered by the board of directors through telephone, wechat, e-mail and other channels. The two sides maintained close contact. At the same time, by sending information briefings, regulatory policy interpretation and other ways, the company enables me to timely understand the company's production and operation dynamics and military friction product manufacturing industry policy information, fully ensures my right to know, provides necessary working conditions for me to perform my duties, and gives positive support to my work.
4、 Key issues of independent directors' annual performance
(I) related party transactions
In 2021, I carefully reviewed the related party transactions of the company and issued prior approval opinions and independent opinions. The related party transactions are as follows:
1. Daily related party transactions
In 2021, referring to the relevant provisions of the CSRC on listed companies, I made necessary understanding and verification on the related party transactions of the company. In 2021, the company did not have any related party transactions that should be disclosed but not disclosed in accordance with the disclosure standards, there was no non-standard or illegal situation in the decision-making procedures, information disclosure and transaction pricing of related party transactions, and there was no damage to the interests of the company and all shareholders.
(II) external guarantee and fund occupation
In 2021, referring to the relevant provisions of the CSRC on listed companies, I made necessary understanding and verification of the company's external guarantee and capital occupation. In 2021, the company had no external guarantee and occupation of non operating funds by controlling shareholders and their related parties.
(III) nomination and remuneration of directors and senior managers
In 2021, I carefully evaluated the performance of the company's directors and senior managers and issued independent opinions on the rationality of the annual salary distribution plan. The remuneration of the company's directors and senior managers shall comply with the management regulations of the company's performance appraisal and remuneration system, the annual salary distribution scheme shall be reasonable, and shall be paid in strict accordance with the appraisal results. (IV) appointment of accounting firm
In 2021, the company hired Lixin Certified Public Accountants (special general partnership) as the audit institution in 2022. After review, Lixin Certified Public Accountants (special general partnership) has the qualification to engage in relevant business, and the internal decision-making process of the appointment is legal and effective, in line with the company law, the articles of association and other relevant provisions. (V) implementation of internal control
In 2021, according to the requirements of relevant internal control systems, the company continued to carry out the construction of internal control system and risk management, revised and improved the company's internal control system, and the company's internal control level was significantly improved. After listening to the relevant reports on the implementation of the company's internal control, I believe that the company's internal control mechanism operates well, which is conducive to preventing enterprise risks and standardizing enterprise operation. I have not found any major defects in the design or implementation of internal control.
(VI) operation of the board of directors and its subordinate special committees
In 2021, the board of directors of the company strictly abided by the company law, the articles of association, the rules of procedure of Beijing Beimo High-Tech Frictional Material Co.Ltd(002985) board of directors and other relevant provisions, performed its duties and strictly implemented the resolutions of the general meeting of shareholders; The convening and proceedings of the meeting shall comply with relevant regulations; The meeting notice and meeting materials are delivered in time, the contents of the proposal are true, accurate and complete, the voting procedures of the board of directors are legal, and the voting results of the board of directors are legal and effective.
As the main member of the two special committees under the board of directors, the audit committee and the remuneration and assessment committee, I scrutinize the relevant matters of the company in strict accordance with the articles of association and their respective rules of procedure, and exercise the right to vote in an independent, objective and prudent manner; Timely understand the improvement and implementation of the company's production and operation management, internal control, financial management, related party transactions, business development and investment projects, put forward optimization suggestions in combination with their respective experience and expertise, and issue audit opinions of special committees, which provides professional support for the scientific and efficient decision-making of the board of directors.
5、 Work related to the protection of investors' rights and interests
1. Earnestly perform the duties of independent directors, participate in the meetings of the board of directors and various special committees, carefully study various proposals, verify the actual situation, use their own professional knowledge to make a fair judgment on the matters under consideration, exercise their voting rights independently, objectively and prudently, express independent opinions on the company's periodic reports, the use of raised funds, investment projects and other major matters, and effectively safeguard the legitimate rights and interests of the company and all shareholders, Promote the stable development of the company. 2. I took advantage of the opportunity to attend the board of directors and other time to deeply understand the improvement and implementation of the company's production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, business development and the progress of investment projects, consult relevant materials, communicate with relevant personnel and pay attention to the operation and governance of the company.
3. Strengthen self-study, understand and master relevant laws, regulations and rules, especially pay attention to the understanding and understanding of laws and regulations related to standardizing the corporate governance structure and protecting the legitimate rights and interests of social public shareholders, actively participate in relevant training organized by securities regulatory authorities, companies and sponsors in various ways, constantly improve their ability to perform their duties and form the ideological awareness of consciously protecting the rights and interests of social public shareholders, Provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation.
6、 Overall evaluation and recommendations
As an independent director of the company, in line with the principles of objectivity, impartiality and independence, integrity and diligence, he faithfully performed his duties as an independent director, carefully reviewed the relevant deliberations of the board of directors in advance, objectively and fairly exercised his voting rights, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
In the new year, I will continue to perform my duties diligently and responsibly in strict accordance with relevant regulations; Give further play to its business expertise, offer advice and suggestions for the operation and development of the company, and promote the sustainable and healthy development of the company; As always, it is committed to safeguarding the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
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 is no independent engagement of external audit institutions and consulting institutions.
8、 Contact information
Name: Pan Yuzhong
Email: [email protected].
The above is the report on my performance of duties as an independent director in 2021. Here, I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the process of performing their duties. In 2022, I will continue to be diligent and conscientious, actively play the decision-making and supervision role of independent directors, use my professional ability to provide more constructive suggestions for the sustainable and healthy development of the company, the scientific decision-making of the board of directors, and make due contributions to the development of the company.
independent director:
Pan Yuzhong
April 14, 2022
