Xi'An Manareco New Materials Co.Ltd(688550)
Report on the work of independent directors in 2021
As an independent director of Xi'An Manareco New Materials Co.Ltd(688550) (hereinafter referred to as " Xi'An Manareco New Materials Co.Ltd(688550) " or "the company") in accordance with the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, the guiding opinions on the establishment of independent director system in Listed Companies, the guidelines on the format of annual work report of independent directors and the requirements of the articles of association, the working system of independent directors and other relevant systems In the principle of objectivity and impartiality, perform their duties honestly and diligently, actively participate in the general meeting of shareholders, the board of directors and the special committee of the board of directors, give full play to the role of independent directors in the standardized operation of the company, and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. The following report is made on the work in 2021:
1、 Basic information of independent directors
The company has 9 directors in total, including 3 independent directors, and the number of independent directors reaches one third of the number of directors. During the reporting period, according to relevant regulations, the former independent directors Mr. Yu Xinhua, Mr. Chen Yijian and Mr. Ma Zhiguo no longer served as independent directors of the company since August 2021. The new independent directors of the third board of directors are Mr. Mei Xuefeng, Mr. Xiao Baoqiang and Ms. Li Zheng, Among them, Mr. Xiao Baoqiang is an accounting professional who has obtained the qualification of certified public accountant, and Ms. Li Zheng is a professional in the legal field. The selection of independent directors meets the requirements of the company law and other relevant laws and regulations and the articles of association.
(I) personal resume, professional background and part-time work
1. Independent directors of the second board of directors:
Mr. yuxinhua, born in 1974, holds a master's degree and graduated from Changjiang business school. He is currently a director of Sunwoda Electronic Co.Ltd(300207) Electric Vehicle Battery Co., Ltd., a director of Zhejiang LangShiDe health drinking water equipment Co., Ltd., a general manager and director of IQI investment consulting (Shanghai) Co., Ltd., a vice chairman of Beijing kunlan New Energy Technology Co., Ltd., Hc Semitek Corporation(300323) vice chairman, a director of Guangzhou yuanneng logistics automation equipment Technology Co., Ltd., a director of Shanghai xiupai Electronic Technology Co., Ltd., and a director of newnagy holdings, Director of Inc., director of Yunnan Lanjing Technology Co., Ltd., executive director and manager of Guanghua (Tianjin) Investment Management Co., Ltd., supervisor of Hainan hancao Biotechnology Co., Ltd. Shanghai Aiko Solar Energy Co.Ltd(600732) director, director of Xi'an yisiwei Material Technology Co., Ltd., director of Beijing yisiwei Computing Technology Co., Ltd., executive director and manager of Tianjin Gesheng Technology Co., Ltd., executive director and manager of Tianjin Huanhui Jingchuang Management Consulting Co., Ltd Director of Guangdong Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd., executive director and manager of Zhuhai Diana Investment Co., Ltd., executive director and general manager of Zhuhai Changxin Youchuang Investment Co., Ltd., executive director and general manager of Zhuhai Boxin Management Consulting Co., Ltd., etc. From November 2016 to August 2021, he served as Xi'An Manareco New Materials Co.Ltd(688550) independent director.
Mr. Chen Yijian, born in 1972, certified public accountant, graduated from Hunan University. He once served as a partner of Beijing Zhongze Yongcheng certified public accountants Co., Ltd., executive director and general manager of Beijing Zhongruida finance and taxation Consulting Co., Ltd., executive director and general manager of Daoqin Yongxin (Beijing) tax agent Co., Ltd., and now Shanghai Sk Automation Technology Co.Ltd(688155) director, deputy general manager and financial director, supervisor of Shanghai Jinghua Investment Consulting Co., Ltd., supervisor of Shanghai Jingliu Investment Consulting Co., Ltd Director of Shanghai Kunlun jingce Intelligent Technology Co., Ltd. From November 2016 to August 2021, he served as Xi'An Manareco New Materials Co.Ltd(688550) independent director.
Mr. Ma Zhiguo, born in 1959, is a doctoral student, professor and graduated from Xi'an Jiaotong University. He is currently a teacher of the Law School of Xi'an Jiaotong University, a director of Xi'an Jiaotong University Changtian Software Co., Ltd., an executive director and general manager of Xi'an Jiaotong University Intellectual Property Forensic Institute Co., Ltd., and a supervisor of Beijing honghuawang Investment Management Co., Ltd. From November 2016 to August 2021, he served as Xi'An Manareco New Materials Co.Ltd(688550) independent director.
2. Independent directors of the third board of directors:
Mr. Mei Xuefeng, born in December 1976, Chinese nationality, without overseas permanent residency, majored in pharmaceutical solid-state chemistry, doctor, distinguished researcher of the "Hundred Talents Program" of the Chinese Academy of Sciences, and member of the Chinese pharmaceutical crystallography Professional Committee. From August 2001 to June 2006, he served as a research assistant at Georgetown University in the United States; From August 2006 to May 2010, he served as a senior researcher of Novartis Pharmaceutical Group; From May 2010 to now, he has served as the research leader of Shanghai Institute of pharmacy, Chinese Academy of Sciences; From August 2012 to now, he has served as the director of drug quality control and solid state chemistry research center of Shanghai Institute of pharmacy, Chinese Academy of Sciences; He is currently the executive director of eutectic Technology (Jiaxing) Co., Ltd., the executive partner of Shanghai Jinghui enterprise management partnership (limited partnership), the executive director and general manager of jingyinghui Technology (Shanghai) Co., Ltd., and the chairman and general manager of eutectic health industry (Zhejiang) Co., Ltd. From August 2021 to now, he has served as Xi'An Manareco New Materials Co.Ltd(688550) independent director.
Ms. Li Zheng, born in June 1964, Chinese nationality, without overseas permanent residency, majored in law, doctor, director of the Civil Procedure Law Research Society of the China law society, executive director of the Shaanxi Civil Procedure Law Research Society and executive director of the Shaanxi Arbitration Law Research Society; Arbitrator of Xi'an Arbitration Commission; Arbitrator of Yulin Arbitration Commission; Arbitrator of Shijiazhuang Arbitration Commission; Arbitrator of Jiaxing Arbitration Commission. From July 1986 to July 1990, he served as a member of the personnel department of Northwest University of political science and law. Since July 1990, he has successively served as a teaching assistant, lecturer, associate professor and professor of the law department of Northwest University of political science and law; From November 2009 to now, he has served as a director of Xi'an Huazheng Industrial Development Co., Ltd. From August 2021 to now, he has served as Xi'An Manareco New Materials Co.Ltd(688550) independent director.
Mr. Xiao Baoqiang, born in July 1970, Chinese nationality, without permanent residency abroad, junior college, Chinese certified public accountant, certified tax agent and British Chartered Certified Public Accountant. Senior Project Manager of Zhongxi certified public accountants; Project manager and department manager of Lianda certified public accountants; Senior manager of Huapu Tianjian certified public accountants; Senior manager and partner of Ruihua certified public accountants; Independent director of Beijing lianfeifei Technology Co., Ltd., now partner of zhongxinghua Certified Public Accountants (special general partnership) and executive director and manager of Inner Mongolia Deheng tax agent Co., Ltd; From August 2021 to now, he has served as Xi'An Manareco New Materials Co.Ltd(688550) independent director.
(II) independence description
All independent directors have the work experience and professional knowledge required to perform their duties. I have not held any position other than director in the company and affiliated enterprises, my immediate family and major social relations have not held any position in the company and affiliated enterprises, and I, my immediate family and major social relations have not provided financial, legal, consulting and other services to the company, affiliated enterprises and major shareholders, There are no other relationships with the company and major shareholders that may hinder their independent and objective judgment.
In conclusion, there is no situation affecting the independence of each independent director.
2、 Annual performance of independent directors
(I) attendance
1. Attendance at the board of directors
In 2021, the company held 10 meetings of the board of directors. Our attendance at the meeting of the board of directors is as follows:
Participation in the board of directors
Whether the names of continuous independent directors should be entrusted by the directors themselves
Number of absences twice number of non attendants
Plus board of directors
Yu Xinhua no
Chen Yijian no
Ma Zhiguo 5 4 1 0 no
Mei Xuefeng no
Xiao Baoqiang no
Li Zheng no
All Independent Directors voted for the issues considered by the board of directors.
2. Attendance at special committees of the board of directors
In 2021, the special committee of the board of directors of the company held 11 meetings. Our attendance at the special committee of the board of directors is as follows:
Are there absenteeism in the number of meetings held by members of the special committee
Special Committee of the second board of directors
Strategy Committee Liu Xiaochun, Gao Renxiao, Yu Xinhua 1 no
Audit committee Chen Yijian, Yu Xinhua, Prince Zhong 3 no
Nomination Committee Ma Zhiguo, Chen Yijian, LV Haoping 1 no
Remuneration and assessment committee
Yu Xinhua, LV Haoping, Ma Zhiguo 0 no
Member meeting
Special Committee of the third board of directors
Strategy Committee Liu Xiaochun, LV Haoping, Mei Xuefeng 2 no
Audit committee Xiao Baoqiang, LV Haoping, Li Zheng 2 no
Nomination Committee Li Zheng, Gao Renxiao, Mei Xuefeng 1 no
Remuneration and assessment committee
Mei Xuefeng, Jiang Jijun, Xiao Baoqiang 1 no
Member meeting
The special committees of the board of directors reviewed the regular financial reports, matters related to the use of raised funds, financial budget reports, appointment of audit institutions, daily related party transactions, guarantees, general election, review of the qualification of new executives, equity incentives, development of new businesses and other matters, and put forward prudent and comprehensive suggestions. We all voted for the issues under consideration.
3. Attendance at the general meeting of shareholders
In 2021, the company held 6 general meetings of shareholders. Our attendance at the general meeting of shareholders is as follows:
Names of directors number of times to attend shareholders' meeting
Yu Xinhua 4 2
Chen Yijian 4
Ma Zhiguo 4 2
Mei Xuefeng 2
Xiao Baoqiang 2
Li Zheng 2
(II) expression of independent opinions
In 2021, in accordance with the relevant provisions of the articles of association and the working system of independent directors, we expressed clearly agreed independent opinions on important deliberations of the board of directors, such as profit distribution plan, deposit and use of raised funds, equity incentive, replacement of accounting firm, appointment of senior managers of the company and so on.
(III) other performance of duties
We have maintained close and timely communication with the board of directors of the company. By participating in various meetings such as the general meeting of shareholders, the board of directors and special committees, telephone inquiries, e-mail and other means, we have actively understood the industry information and the company's financial situation, development planning, internal control and standardized operation. We also have a comprehensive communication with the management on the company's production and operation, and have an in-depth understanding of the relevant information of the matters under consideration, Inquire about the annual audit work arrangement, and make use of professional knowledge and work experience to put forward relevant opinions and suggestions from different angles. The board of directors and the company's management have attached great importance to, cooperated with and supported us. The two sides have established a smooth and efficient communication mechanism to fully protect the independent directors' right to supervision and information.
3、 Key matters concerned in the annual performance of independent directors
The independent directors' decision-making, implementation and disclosure of the company's key matters in 2021 are described as follows:
(I) related party transactions
All related party transactions of the company in 2021 are based on the company's application for credit from the bank, and the related parties provide guarantee for the company free of charge. There is no related procurement, related sales and guarantee for the related parties, which will not affect the independence of the company and damage the interests of the company and shareholders. The above related party transactions have been submitted to the independent directors for review and express their independent opinions with explicit consent.
(II) external guarantee and fund occupation
In 2021, except for the company's holding subsidiaries, the company did not provide guarantees for third parties, and the funds were not occupied by the company's largest shareholder and its related parties.
(III) use of raised funds
During the reporting period, we expressed independent opinions on matters related to the use of raised funds, such as the company's use of idle raised funds for financial management and replenishment of working capital, and expressed our opinions on the use of raised funds
