Report on the work of independent directors in 2021
Dear shareholders and shareholder representatives
As an independent director of Jsti Group(300284) (hereinafter referred to as "the company"), we strictly follow
In accordance with the company law, the securities law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies and the Shenzhen
Guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange, listing of shares on the growth enterprise market of Shenzhen Stock Exchange
Rules and other laws, regulations, normative documents, the articles of association and the company's working system for independent directors
In 2021, he will faithfully, diligently and conscientiously perform his duties and give full play to the role of independent directors
Independent and professional role, carry out necessary verification on the matters under consideration, and make independent, objective and impartial decisions
The judgment of the company is not affected by the main shareholders and the management of the company, and effectively protects the interests of the company and shareholders. Our performance report for 2021 is as follows:
1、 Attendance at meetings in 2021
In 2021, as independent directors, we strictly complied with relevant laws and regulations, the articles of association and the company's
In accordance with the working system of independent directors and other relevant regulations, and with the attitude of being responsible to the company and shareholders, he is serious and diligent
Performed the duties of independent directors, attended the general meeting of shareholders, the board of directors, professional committees and other meetings on time, and accumulated
Actively participate in the decision-making of major matters of the company, issue independent opinions in accordance with laws and regulations, and actively safeguard the company and all shareholders
The legitimate rights and interests of; And fully understand the operation status of the company, the construction of internal control system and the implementation of resolutions of the board of directors
And put forward reasonable opinions and suggestions for the operation and development of the company. During the reporting period, we performed our duties
The situation is as follows:
Should attend in person? Should attend the appointment twice in a row? Name of the independent directors of professional non voting shares? The board of directors attended in absentia and did not attend the Dongda meeting of the meeting committee in person
Zhao Shuming 8 800 No 4 4 4
Li Wenzhi 8 800 No 2 2
Zhu Jiansheng 8 800 No 5 53
Zhanghanyu 33000 no 001
Yang Xiong 3 300 No 0 01
Sha Hui 3 3 0 0 0 0 0 0 1
2、 Independent opinions and prior audit opinions
In accordance with the articles of association, the company's working system for independent directors and relevant laws and regulations
During the reporting period, we expressed our agreed independent opinions and prior audit opinions on the following relevant matters of the company.
Give independent opinions and review opinions in advance during the meeting
1. At the 18th meeting of the 4th board of directors held on August 21, 2020, the company deliberated and adopted the proposal on the company's stock issuance scheme to specific objects and relevant proposals one by one. At present, the matter is in the process of active promotion. 1. Independent opinions on the Jsti Group(300284) gem plan (Revised Version) on the company's stock issuance to specific objects this time 3 Guangdong Xianglu Tungsten Co.Ltd(002842) . Report on the demonstration and analysis of the independent image issuance scheme of the company's issuance of shares to specific objects on the gem of the Group Co., Ltd. (Revised Version) Independent opinion report of Jsti Group(300284) on 3. Special report on the use of the company's previous raised funds and the use of the company's previous raised funds to the fourth session of the board of directors The 21st session of the Jsti Group(300284) meeting on January 4, 2021, on diluting the immediate return of issuing shares to specific objects, diluting the immediate return of issuing shares to specific objects, the return on the 4th day of the meeting, filling measures and relevant subject commitments (revised filling measures and relevant subject commitments and other documents) The revision of the independent opinions of the company is carried out in accordance with relevant laws and regulations. 5. The revision of the company's non recurring profit and loss statement is carried out in combination with its own actual situation and in accordance with the company's long-term development plan and the interests of all shareholders. 6. The adjustment of the company's internal control self-evaluation report.
Independent opinion 2. The revised documents issued by the company to specific objects 7. The documents such as the plan for holding the company's first temporary stock exchange in 2021 comply with the company law, the proposal of the general meeting of shareholders, the securities law, the administrative measures The implementation rules and other relevant laws, regulations and normative documents. The company's issuance of shares to specific objects this time is conducive to promoting the long-term development of the company, further improving the core competitiveness of the company and in line with the interests of the company and all shareholders.
1. The company and Guiyang xiaowanhe ecological environment Co., Ltd., Guiyang Wudang baizhitian Reservoir Project Construction Management Co., Ltd., Jiangsu xialiuwei Port Project Construction Management Co., Ltd., and CLP 1 The related party transactions occurred between the company and the Fourth Board of directors of Guiyang xiaowanhe Shengjian (Guangdong) Zhongkai Expressway Co., Ltd. are the related party transactions of the company on March 2, 2021 With regard to the supplementary confirmation of the normal transactions between the company and other project companies due to the public bidding of independent opinions on related party transactions signed by the company and other project companies before they become related parties of the company on March 10 of the meeting. 3. Special contracts on the use of the company's previously raised funds, It is based on the independent opinions of the company's report and the needs of project operation, which has played a positive role in maintaining the stable development of the company's operation. The pricing principle of the transactions between the company and related parties is based on the market price. The pricing is fair, which reflects the principle of fair transaction and consensus through consultation, and does not damage the company and the whole company
The interests of corporate shareholders, especially minority shareholders, do not constitute an impact on the independence of listed companies. The company further confirms that such connected transactions comply with the requirements of relevant laws, regulations, normative documents and the articles of association.
2、 The company's update of the special report of Jsti Group(300284) Group Co., Ltd. on the use of the previously raised funds complies with the provisions on the report on the use of the previously raised funds (Zheng Jian FA FA Zi [2007] No. 500) truly, accurately and completely reflects the relevant provisions and requirements as of December 31, 2020
