Jiangsu Bide Science And Technology Co.Ltd(605298)
Report on the work of independent directors in 2021
As an independent director of Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as "the company"), we have strictly maintained the independence and professional integrity of independent directors in strict accordance with relevant laws and regulations such as the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and the articles of association, performed the duties of independent directors diligently and faithfully, and exercised the rights of independent directors in accordance with laws and regulations, Actively attended the board of directors, shareholders' meeting and professional committee meetings under the board of directors held by the company in 2021, participated in major business decisions, independently and objectively expressed opinions on major matters, gave full play to the independent role of independent directors, and effectively safeguarded the legitimate rights and interests of the company, all shareholders, especially small and medium-sized shareholders. The report on our performance of the duties of independent directors in 2021 is as follows:
1、 Basic information of independent directors
(I) professional background, work experience and part-time work of independent directors
Mr. Zhang Yuan: born in March 1958, Chinese nationality, without permanent residency abroad, with a master's degree. From March 1977 to March 1979, he worked as an agricultural worker at Lugouqiao farm in Beijing; From March 1983 to December 2007, he served as the director of Beijing metro vehicle factory; From December 2007 to August 2011, served as the director and deputy general manager of the vehicle Department of Beijing Metro Operation Co., Ltd; From August 2011 to March 2018, served as the director and deputy chief engineer of the operation technology R & D center of Beijing Metro Operation Co., Ltd; March 2018, retired; Since November 2018, he has served as an independent director of the company.
Mr. Peng Cheng: born in April 1982, Chinese nationality, without permanent residency abroad, bachelor degree. From July 2004 to June 2006, served as the manager of foreign enterprise Leasing Department of Savills (China) property services Co., Ltd; From June 2006 to April 2007, he served as the legal department of Huatai Securities Co.Ltd(601688) securities brokerage department; From May 2007 to November 2011, he was a full-time lawyer in the capital market department of Shanghai Minlian law firm; From November 2011 to April 2016, he served as a senior lawyer in the capital market department of Shanghai jintiancheng law firm; From April 2016 to now, he has been a partner in the capital market department of Tianda Gonghe law firm; Since November 2018, he has served as an independent director of the company. Mr. Xu Zuojun: born in October 1971, Chinese nationality, without overseas permanent residency, college degree. From August 1993 to December 1995, he served as the accountant in charge of the Finance Department of Jiangyin Economic Cooperation Group Company; From January 1996 to December 1999, he served as the Department Manager of the Audit Department of Jiangyin audit firm; From January 2000 to December 2003, he was recognized as the deputy director of Jiangyin Chengxin certified public accountants Co., Ltd; From December 2003 to now, he has been the head of Jiangyin branch of Tianheng Certified Public Accountants (special general partnership); From December 2003 to now, he has served as the chairman of Jiangyin Junyou Information Technology Co., Ltd; From January 2012 to now, chairman of Jiangyin Junyou Electronics Co., Ltd; From November 2018 to now, he has served as Jiangsu Bide Science And Technology Co.Ltd(605298) independent director.
(II) whether there are conditions affecting independence
As an independent director of the company, we have not held any position in the company other than an independent director, nor provided financial, legal, management consulting, technical consulting and other services for the company, nor held any position in the company's major shareholder unit, and there is no relationship with the company and its major shareholders that hinders our independent and objective judgment, And strictly abide by the relevant requirements of the then effective guidelines for the filing and training of independent directors of Listed Companies in Shanghai Stock Exchange. There are no more than five part-time listed companies, and there is no situation affecting the independence of independent directors.
2、 Annual performance of independent directors
During the reporting period, with a diligent and responsible attitude, we actively participated in the meetings of the board of directors, the general meeting of shareholders and the professional committee under the board of directors, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors.
(I) attendance
During the reporting period, the company held 7 meetings of the board of directors and 2 meetings of shareholders. Our attendance at the meetings is as follows:
Whether the annual call is continuous
Independent directors attend the board meeting in person and entrust to attend twice. The number of absences is from the number of meetings of the board of directors to the number of meetings of the board of directors
Zhang Yuan 7 7 0 0 0 No 2
Peng Cheng 7 0 0 0 No 2
Xu Zuojun 7 7 0 0 0 No 2
During the reporting period, the company held 7 special committees of the board of directors. Our attendance at the meetings is as follows:
Audit committee, strategy committee, nomination committee, remuneration and assessment committee
Name of independent director present in person this year present in person this year present in person this year present in person number of meetings held in person this year number of meetings held in person number of meetings held in person
Zhang Yuan 4 - 1-
Peng 1 - 4
Xu Zuojun 4 1 - 1 - 1 1
(II) voting at the meeting
During the reporting period, we earnestly participated in the board of directors and shareholders' meeting of the company and faithfully performed the duties of independent directors.
We believe that the convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant procedures have been fulfilled for major business decisions; We have carefully considered various proposals of the board of directors of the company, and believe that these proposals have not harmed the interests of all shareholders, especially the minority shareholders, and have not raised any objection to all proposals. (III) on site investigation of the company
In 2021, I made an on-site visit to the company, deeply understood the company's internal control and financial status, focused on the company's production and operation status, management status, the construction and implementation of internal control system and the implementation of resolutions of the board of directors, and learned the progress of major matters of the company in time. And often maintain close contact with other directors, senior managers and relevant staff of the company through telephone and email, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
3、 Annual key concerns of independent directors
(I) external guarantees, funds occupied by controlling shareholders and other related parties
According to the then effective notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, we carefully verified the external guarantee of the company and the funds occupied by controlling shareholders and other related parties: as of the end of the reporting period, the company had no external guarantee and funds occupied by controlling shareholders and other related parties.
(II) consideration of related party transactions
During the reporting period, in strict accordance with the provisions of relevant laws and regulations such as the stock listing rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of Listed Companies in force at that time, we judged the related party transactions in accordance with relevant provisions and reviewed them in accordance with relevant procedures. Except for the related party transactions of paying remuneration to directors, supervisors and senior managers, the company has no other daily related party transactions such as frequent purchase or sales of goods from related parties.
(III) consideration of remuneration of directors and senior managers
During the reporting period, we put forward independent opinions on the remuneration scheme of the company's directors and senior managers. We believe that the proposed remuneration scheme is put forward in accordance with the requirements of the performance evaluation principle in combination with the actual situation of the company's production and operation and the analysis of the average wage level of the same industry in the market under macroeconomic conditions. It is in line with the provisions of the company law and relevant laws and regulations The remuneration received by senior managers in the company shall be paid in strict accordance with the company's performance appraisal system, and the remuneration disclosed by the company is consistent with the actual payment.
(IV) appointment or replacement of accounting firms
During the reporting period, the company did not change the accounting firm, but continued to appoint Rongcheng accounting firm (special general partnership) as the company's financial audit institution in 2021, and appointed it as the company's internal control audit institution at the same time. The appointment procedures of the accounting firm comply with the provisions of laws and regulations, normative documents and the articles of association. (V) cash dividends
The company held the 2020 annual general meeting of shareholders on May 11, 2021 and passed the proposal on the company's 2020 profit distribution plan). The company plans to distribute cash dividends of RMB 0.4 (tax included) for each share to all shareholders based on the total share capital of 108 million shares on April 9, 2021, with a total cash dividend of RMB 43.2 million (tax included). The undistributed profits will be accumulated to the next year, No bonus shares will be given for this profit distribution, nor will the capital reserve be converted into share capital. We believe that the company's profit distribution plan for 2020 complies with the provisions of the CSRC and Shanghai Stock Exchange on cash dividends of listed companies and the articles of association, such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). The board of directors of the company comprehensively considers the future development and financial situation of the company and puts forward the plan for profit distribution and conversion of capital reserve into share capital in 2020, which is conducive to safeguarding the long-term interests of shareholders. The deliberation procedures and implementation of profit distribution of the company comply with the relevant provisions of laws and regulations and the articles of association.
(VI) performance of commitments of the company and shareholders
By the end of the reporting period, the company and its controlling shareholders had strictly observed and fulfilled relevant commitments.
(VII) implementation of internal control
According to the requirements of normative documents such as the basic norms of enterprise internal control and the then effective guidelines for internal control of listed companies of Shanghai Stock Exchange, we listened to the development of the company's internal control. The company's internal control evaluation report truly and objectively reflected the current situation of the company's internal control system construction, internal control system implementation and supervision.
(VIII) operation of the board of directors and its subordinate special committees
The board of directors of the company operates in accordance with the company law, the articles of association and the rules of procedure of the board of directors, and has four professional committees: Strategy Committee, salary and assessment committee, audit committee and Nomination Committee. During the reporting period, we served in the audit committee, the nomination committee and the remuneration and assessment committee in accordance with the relevant requirements of the standards for the governance of listed companies and the professional expertise of each independent director of the company. We played our respective roles in the special committees of the board of directors, actively carried out work and applied professional knowledge to effectively improve the decision-making efficiency of the board of directors.
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we strictly complied with relevant laws and regulations, normative documents and the relevant provisions of the articles of association, faithfully performed the duties of an independent director, actively understood and continued to pay attention to the operation and management of the company and the major events that have occurred or may occur in the company and their impact, safeguarded the legitimate rights and interests of the company and all shareholders, and assisted the board of directors in the standardized and efficient operation of the company. In 2022, we will continue to perform the duties of independent directors independently, impartially, prudently, conscientiously, diligently and faithfully, use our professional knowledge and experience to provide more positive and effective opinions and suggestions for the development of the company, promote the continuous improvement of the scientific decision-making level of the company, and earnestly safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders.
The above is the report on the performance of duties by the independent directors of the company in 2021.
(there is no text on this page, which is the signature page of the work report of independent directors in Jiangsu Bide Science And Technology Co.Ltd(605298) 2021)
Signature of independent director:
Xu Zuojun:
Peng Cheng:
Zhang Yuan:
April 9, 2022
