Nuode Investment Co.Ltd(600110)
2021 annual work report of independent directors of the ninth board of directors
As an independent director of Nuode Investment Co.Ltd(600110) (hereinafter referred to as “the company”), in accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines for the governance of listed companies, the company constitution and the provisions of relevant laws and regulations. In our work in 2021, we were able to conscientiously fulfill our obligations of integrity and diligence, carefully consider and vote on the resolutions of the board of directors and shareholders’ meeting held by the company during the reporting period, carefully review and understand important matters such as corporate governance and financing guarantee in advance, give opinions to the board of directors and express independent opinions afterwards, and effectively safeguard the interests of the company and shareholders, especially public shareholders.
The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
Cai Mingxing: male, born in 1965, Chinese nationality, college degree. Chinese certified public accountant and certified tax agent. He once worked in Ezhou napkin factory in Hubei Province, Shenzhen former Jinpeng, Guangming and Yuehua certified public accountants, Shenzhen Yinhua certified public accountants, Shenzhen Mingxin tax certified public accountants, Zhonghe Zhengxin (later incorporated into Tianjian Zhengxin) certified public accountants Shenzhen Branch and Lianda certified public accountants Shenzhen Branch. He is currently working as a partner of Shenzhen Mingli Certified Public Accountants (general partnership). From January 2020 to now, he has served as an independent director of the ninth board of directors of the company.
Chen Youchun: male, born in April 1976, Chinese nationality, graduated from Southwest University of political science and law and the Law School of Wuhan University, with a doctorate in law. He joined Beijing JunZeJun (Shenzhen) law firm as a partner in 2006. He once served as an independent director of Shenzhen Xindu Hotel Co., Ltd., Shenzhen Qixin Construction Group Co., Ltd. and Hainan Honz Pharmaceutical Co.Ltd(300086) independent director. Now he is an independent director of xinrongmao Fruit Technology Group Co., Ltd. Appotronics Corporation Limited(688007) independent director and Shenzhen weihaide Technology Co., Ltd. From February 2018 to August 2018, he served as an independent director of the eighth board of directors of the company. He has been an independent director of the ninth board of directors of the company since September 2018.
Guo Xinmei: female, born in 1972, Chinese nationality, without permanent residency abroad, postgraduate, senior accountant. He used to be the accounting manager of Shenzhen XinHeCheng International Logistics Co., Ltd., the chief financial officer, Secretary of the board of directors and director of Yuefeng Group Co., Ltd., the independent director of Huizhou huiderui lithium battery technology Co., Ltd. Shenzhen Cdl Precision Technology Co.Ltd(300686) independent director. He has been an independent director of the ninth board of directors of the company since September 2018.
The above positions do not affect independence.
2、 Annual performance of independent directors
1. Attendance at the board of directors and general meeting of shareholders:
(I) deliberation and decision-making of the general meeting of shareholders and the board of directors
In 2021, the company held 13 board meetings, 4 extraordinary general meetings and 2020 annual general meeting. We attended the relevant meetings of the general meeting of shareholders, the board of directors and the special committee we served on time. During the deliberation of the proposals of the board of directors, we carefully considered all proposals, fully expressed our opinions and suggestions, and voted in favour of all proposals without objection or abstention.
In 2021, we took the opportunity of attending the board of directors and shareholders’ meeting to understand the company’s production, operation and financial situation, listened to the company’s management’s reports on the company’s operation and standardized operation for many times, and continued to promote the development and construction of key projects of subsidiaries as planned.
(II) attendance of independent directors at board meetings in 2021
Names of independent directors number of times of attending the board of directors this year (Times) attendance in person (Times) attendance by proxy (Times) absence (Times)
Cai Mingxing 13 13 0
Chen Youchun 13 0 0
Guo Xinmei 13 13 0 0
(III) cooperation of the company with independent directors
The chairman, vice chairman, general manager, Secretary of the board of directors, chief financial officer and other senior managers of the company maintain a good way of regular communication with the independent directors, so that the independent directors can timely understand the production and operation dynamics of the company. At the same time, before the board of directors and related meetings, the company carefully organized and prepared the meeting materials and delivered them timely and accurately, which provided convenient conditions for the work of independent directors and actively and effectively cooperated with the work of independent directors. 3、 Key matters concerned in the annual performance of independent directors
(I) external guarantee and fund occupation
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee behavior of listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association of the CSRC, we have checked the guarantee of the company in 2021 with a serious and responsible attitude. During the reporting period, the company did not provide external guarantees in violation of regulations, nor did the controlling shareholders, actual controllers and their related parties directly or indirectly occupy the non operating funds of the listed company.
(II) use of raised funds
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 (CSRC announcement [2022] No. 15), the stock listing rules of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, the relevant format guidelines and the relevant provisions of the company’s measures for the administration of raised funds, We have supervised and inspected the use of the company’s raised funds. We believe that the storage and use of the company’s raised funds comply with the requirements of relevant laws and regulations. There is no situation that the purpose of the raised funds is changed in a disguised manner and the illegal use of the raised funds damages the interests of shareholders. The storage and use of the company’s raised funds are legal and compliant.
(III) nomination and remuneration of senior managers
In this year, the nomination and appointment of senior managers of the company were strictly reviewed by the nomination committee of the board of directors and issued review opinions. Relevant candidates were appointed after being reviewed and approved by the board of directors.
Based on the production and operation of the company in 2021, the division of responsibilities and annual index decomposition of senior executives, and the actual completion of various work indexes of the company in 2021, the salary and Assessment Committee believes that the salary paid by the company to senior executives in 2021 is fair and reasonable, in line with the relevant salary policies and assessment standards of the company, and there is no violation of the salary management system of the company.
(IV) performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
(V) implementation of information disclosure
The company’s information disclosure complies with the three principles of “openness, fairness and impartiality”. The relevant information disclosure personnel of the company can do a good job of information disclosure in accordance with the requirements of laws, regulations and the company’s information disclosure management system. In 2021, the company issued a total of 106 temporary announcements and 4 regular announcements, which involved information on important matters such as corporate governance, corporate operation, investment and financing and internal control construction, without errors and omissions, ensuring the authenticity, integrity, accuracy, timeliness, impartiality, openness and fairness of information disclosure, so that the shareholders of the company can timely understand the relevant fundamental information of the company’s operation, finance, investment and so on through legal information disclosure.
(VI) implementation of internal control
During the reporting period, in order to implement the basic norms of enterprise internal control, strengthen the company’s internal control and improve the company’s operation and management level and risk prevention ability, the company formulated the management measures for internal control evaluation and assessment, combined the results of enterprise internal control self-assessment with the performance assessment of all employees to realize full control, and trained the relevant personnel of internal control to gradually improve the internal control awareness of all employees, A practical and effective internal control system has been formed, and on this basis, all subsidiaries are required to issue quarterly internal control operation reports, and timely reflect the implementation of the company’s internal control in the internal control operation reports.
(VII) operation of the board of directors and its subordinate special committees
During the reporting period, the professional committee of the board of directors of the company carried out professional work in accordance with the articles of association, rules of procedure of the board of directors and implementation rules of the professional committee, conscientiously performed professional responsibilities and strictly considered matters related to resolutions on the salary management, general election and appointment of directors, supervisors and senior managers of the company, as well as the annual audit, internal control construction and preparation of periodic reports of the company, And put forward effective work suggestions.
1. The remuneration and assessment committee carefully reviewed the assessment and remuneration payment of directors, supervisors and senior managers of the company in 2021, as well as the formulation of subsidy plans for directors and supervisors, and submitted them to the board of directors of the company for deliberation. 2. The nomination committee shall carefully review the qualifications and selection procedures of the candidates for directors of the board of directors and the proposed senior managers, nominate the candidates for directors, members of professional committees and senior managers, and submit them to the board of directors for deliberation.
3. The audit committee carefully deliberates the company’s annual internal control construction work plan, carries out the company’s annual audit and the review of the company’s annual report in accordance with the working procedures of the audit committee’s annual report, and submits it to the company’s board of directors for deliberation.
4、 Overall evaluation and recommendations
As an independent director of the company, in 2021, we actively and effectively performed our duties as an independent director, required the company to provide relevant materials in advance for major matters decided by the board of directors, insisted on careful review in advance, exercised our voting rights independently, prudently and objectively, and effectively safeguarded the legitimate rights and interests of the company and the public shareholders. In terms of safeguarding the interests of all shareholders, special attention was paid to protecting the legitimate rights and interests of minority shareholders, supervising the company’s fair performance of information disclosure and investor relations management activities, ensuring the right to know of the majority of investors and safeguarding the rights and interests of the company and minority shareholders. In 2022, we will continue to earnestly study laws, regulations and relevant provisions in the spirit of integrity and diligence, combine our professional advantages, faithfully perform the obligations of independent directors and promote the standardized operation of the company. Strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, give full play to the role of independent directors, use professional knowledge and experience to provide more constructive suggestions for the development of the company, enhance the decision-making ability of the company’s board of directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. (no text below)
This page is the signature page of the 2021 annual report of independent directors of Nuode Investment Co.Ltd(600110) the ninth board of directors: Independent Directors:
Cai Mingxing
Chen Youchun
Guo Xinmei
April 19, 2022
