Work report of Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors
Baoding Lucky Innovative Materials Co.Ltd(300446) independent director
2021 annual work report
(Zhang Zhijun)
Shareholders and shareholder representatives:
As an independent director of Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as "the company"), in 2021, in the face of the adverse situation that the company's shares were subject to other risk warnings (st) and delisting risk warnings ( st), I was able to honestly, diligently, independently, conscientiously and actively attend relevant meetings held by the company in strict accordance with the provisions and requirements of relevant laws and regulations and the articles of association, and timely understand the production and operation information of the company, Pay full attention to the development of the company, carefully consider various proposals of the board of directors, give full play to the independent and professional role of independent directors, effectively safeguard the legitimate interests of the company and shareholders, and offer suggestions for the long-term development of the company. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
1. In 2021, the company held 6 board meetings, and I personally attended 6 board meetings. All proposals submitted to the board of directors were carefully considered and voting rights were exercised prudently.
2. Before the meeting, with the cooperation of the office of the board of directors of the company, timely obtain the materials and information required for the deliberation of the meeting; At the meeting, based on my independent judgment, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in making scientific decisions for the meeting.
3. I believe that the convening and holding of the board of directors and general meeting of shareholders of the company in 2021 comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. I voted for all the proposals of the board of directors without objection or abstention.
2、 Independent opinions
In 2021, I made the following independent opinions based on independent judgment in accordance with the articles of association, working system of independent directors and decision-making system of related party transactions:
1. Before the seventh meeting of the Fourth Board of directors held on April 23, 2021, I issued a prior approval opinion on the company's daily connected transactions in 2020 and the expected daily connected transactions in 2021. At the 7th Meeting of the 4th board of directors held on April 23, 2021, I reviewed the company's 2020 profit distribution plan, cash management with idle self owned funds and cash management with idle raised funds
Work report of Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors
Fund management, provision of guarantees to wholly-owned subsidiaries and holding subsidiaries of the company, deposit and use of raised funds in 2020, occupation of funds and external guarantees by controlling shareholders and other related parties in 2020, self-evaluation report on internal control in 2020, daily related party transactions in 2020 and prediction of daily related party transactions in 2021, adjustment of the implementation progress of some raised funds investment projects The company intends to sign the financial services agreement and related party transactions with Aerospace Hi-Tech Holding Group Co.Ltd(000901) Finance Co., Ltd. and expressed independent opinions.
2. At the eighth meeting of the Fourth Board of directors held on August 11, 2021, I expressed independent opinions on the proposed by election of directors and nomination of candidates by the board of directors and the proposed appointment of senior managers by the board of directors.
3. Before the ninth meeting of the Fourth Board of directors held on August 20, 2021, I issued a prior approval opinion on the capital occupation and external guarantee of the company's controlling shareholders and other related parties in the half year of 2021 and the renewal of the company's audit institution in 2021. At the 9th meeting of the 4th board of directors held on August 20, 2021, I gave independent opinions on the occupation of funds and external guarantees of the company's controlling shareholders and other related parties in the half year of 2021, the deposit and use of raised funds in the half year of 2021, the renewal of the company's audit institution in 2021, the increase of daily connected transaction estimates in 2021, and the appointment of senior managers.
4. At the 11th meeting of the 4th board of directors held on October 25, 2021, I expressed my independent opinions on the tenure system and contractual management work plan of the company's management.
5. At the 12th meeting of the Fourth Board of directors held on December 3, 2021, I expressed independent opinions on the company's plan to adjust the implementation progress of some investment projects with raised funds.
I believe that the major issues considered by the board of directors in 2021 are in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, reflecting the principles of openness, fairness and impartiality. The procedures for convening, deliberating and voting on major issues of the company are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders.
3、 Performance of special committees of the board of directors
Before September 10, 2021, as the convener of the nomination committee and the member of the audit committee of the fourth session of the board of directors, and after September 10, 2021, as the convener of the nomination committee, the member of the audit committee and the member of the strategy committee, I was able to perform the following duties in strict accordance with the working rules of the nomination committee of the board of directors and the working rules of the audit committee of the board of directors and in the principle of diligence and responsibility:
1. As a member of the audit committee of the Fourth Board of directors of the company, I actively participated in the meeting of the audit committee in 2021, reviewed the internal audit and periodic reports of the company, and communicated with the company in time
Work report of Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors
Take the report of the company's management on the company's operation and the internal audit department on the company's internal audit, communicate with the annual audit accountant on the audit work arrangement and problems found in the audit process in time, and give full play to the supervision role of independent directors.
2. As the convener of the nomination committee of the 4th board of directors, I preside over the daily work of the nomination committee of the 4th board of directors and organize relevant work in strict accordance with the relevant requirements of the working rules of the nomination committee.
3. After September 10, 2021, as a member of the strategy committee of the Fourth Board of directors of the company, I actively participated in the research of the company's strategic planning, studied the company's long-term development strategic planning and the development direction of technology and products, studied and put forward suggestions on other major matters affecting the development of the company, so as to further improve the rationality and scientificity of the company's strategic decision.
4、 Other working conditions:
1. The company operated normally and normally in 2021, and did not propose to convene the board of directors, and did not independently hire external audit institutions and consulting institutions;
2. All previous board meetings of the company in 2021 were held in accordance with relevant legal procedures, and all decision-making matters were performed in accordance with relevant procedures, which were legal and effective;
3. The general meeting of shareholders of the company in 2021 was convened, proposed, convened and voted in accordance with legal procedures, and the resolutions deliberated and adopted were legal and valid.
5、 Work prospect in 2022
In 2022, I will continue to maintain an independent and objective position, carefully, diligently and faithfully perform the duties of independent directors, make full use of professional knowledge to provide reference for the scientific decision-making of the board of directors, put forward suggestions on the company's strategic planning, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially the majority of minority shareholders. I also sincerely hope that under the leadership of the board of directors, the company will continue to adhere to the strategic planning of electronic functional materials and fine chemical materials, continue to increase investment in technology R & D, accelerate the R & D and listing progress of electronic functional materials, improve the comprehensive competitiveness of the company, achieve high-quality development of the company, and ensure that the delisting risk warning will be lifted in 2022. In my work in 2021, I would like to express my heartfelt thanks to the company and relevant personnel for their active and effective cooperation and support.
Work report of Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors
Baoding Lucky Innovative Materials Co.Ltd(300446) independent directors:
April 15, 2022
