Beijing Bayi Space Lcd Technology Co.Ltd(688181)
Report on the work of independent directors in 2021
As independent directors of Beijing Bayi Space Lcd Technology Co.Ltd(688181) (hereinafter referred to as “the company”), we conscientiously performed the duties of independent directors, fully exercised the functions and powers of independent directors and performed our duties diligently in 2021 in strict accordance with laws and regulations such as the company law, the standards for the governance of listed companies, the rules for independent directors of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the articles of association and the rules of procedure for independent directors, It has effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. Now we report our work in 2021 as follows:
1、 Basic information of independent directors
(I) personal resume
Mr. Han Xudong, born in May 1960, Chinese nationality, without permanent residency abroad. EMBA major, master candidate, Guanghua School of management, Peking University. From 1977 to 1978, he worked as a worker in Nanjing No. 1 machine tool factory; From August 1982 to June 1986, he worked in the Ministry of aerospace industry and served as assistant to the workshop director of the 200 factory and Secretary of the Youth League Committee of the political department; From June 1986 to October 1991, he worked in the Youth League Committee of the working committee of state organs of the CPC Central Committee and served as the director of the office; From November 1991 to May 1993, he worked in the Industrial Development Department of Sitong group as the minister; From June 1993 to August 1997, worked in Beijing Panasonic Electric Co., Ltd. as deputy general manager; From September 1997 to August 2000, he worked in the North headquarters of United Securities Co., Ltd. as the general manager; From September 2000 to June 2003, he worked in China torch high tech industry investment fund and served as executive vice president; From June 2003 to June 2006, served as the chairman of Shanghai wangchunhua (Group) Co., Ltd; From June 2006 to April 2010, he worked in Beijing Capital International Investment Management Co., Ltd. as vice president; From May 2010 to may 2017, he served as the chairman of Hengtian Cultural Industry Investment Group Co., Ltd; Since May 2017, he has worked in China Hengtian Group Co., Ltd. as a full-time director; From 2002 to 2009, he concurrently served as an independent director of Cmst Development Co.Ltd(600787) ( Cmst Development Co.Ltd(600787) ); From 2008 to 2011, he concurrently served as an independent director of Tianjin Binhai Energy & Development Co.Ltd(000695) Tianjin Binhai Energy & Development Co.Ltd(000695) ; Since April 2019, he has served as an independent director of the company.
From August 2003 to August 2003, he worked as an engineer in Luoyang Fuhe Chang’an Machinery Factory; From September 1999 to July 2002, studied for a master’s degree in material science and engineering of Guilin University of technology; From September 2003 to July 2009, studied for a doctorate in materials science and engineering of Tsinghua University; From August 2009 to October 2011, studied as a postdoctoral student in Tsinghua University; Since October 2011, he has worked as a researcher in China Electronic Information Industry Development Research Institute; Since 2014, he has also served as the Executive Deputy Secretary General of China OLED industry alliance; From April 2019 to September 2021, he served as an independent director of the company.
Ms. Cao Lei, born in July 1962, Chinese nationality, without permanent residency abroad, is a member of the China Democratic founding Association. Graduate School of the Chinese Academy of Social Sciences, management major of the Open University of Hong Kong, master candidate, certified public accountant. From 1983 to 1986, he worked as a clerk in Shandong Longkou Water Supply Company; From 1986 to 1993, worked as a member of the enterprise management section of Shandong Zibo Dongfeng Chemical Plant; From 1993 to 1997, he worked in kangchuang group as chief financial officer; From 1997 to 2000, he worked in Guangdong Huizhou tax agent firm and Guangdong Guangzhou Xinrui limited liability accounting firm as the manager of the audit department; From 2000 to 2005, he worked in China Education Service Center as chief financial officer and vice president; Since 2005, he has worked in Beijing Huaxia huitai Consulting Co., Ltd. and served as the chairman of the board; Since 2010, he has worked as a partner in Beijing huitai Penghui tax agent firm Co., Ltd; Since 2013, he has served as the executive vice president and Secretary General of Beijing Federation of business services and served as the legal representative. In 2018, he was re elected as the executive vice president and Secretary General of Beijing Federation of business services and served as the legal representative; From April 2018 to now, he has served as chairman of China Merchants Union Huitong (Beijing) Investment Co., Ltd; Since April 2018, he has worked in Grinm Advanced Materials Co.Ltd(600206) , as an independent director; From May 2020 to now, he has served as an independent director of the company.
Ms. Lu Jin, born in January 1970, Chinese nationality, without permanent residency abroad, with a bachelor’s degree. From July 1991 to September 1996, he served as a clerk of Jiaxing Electronic Industry Bureau, Zhejiang Province; From October 1996 to now, he has served as the supervisor of Beijing wanshengboxun high tech Development Co., Ltd; From January 2002 to now, he has successively served as the director and Executive Deputy Secretary General of the economic and Technological Department of China Electronic Materials Industry Association; From December 2010 to November 2016, he served as an independent director of Jiangsu The Pacific Securities Co.Ltd(601099) Jiangsu Pacific Quartz Co.Ltd(603688) Co., Ltd; From December 2015 to December 2021, he served as Zhejiang Crystal-Optech Co.Ltd(002273) independent director; From May 2017 to now, he has served as Novoray Corporation(688300) independent director; From April 2020 to now, he has served as Guangdong Huate Gas Co.Ltd(688268) independent director; From June 2021 to now, he has served as an independent director of zhongjuxin Technology Co., Ltd; From September 2021 to now, he has served as an independent director of the company.
Except as an independent director of the company, neither we nor our immediate family members serve in the company or its subsidiaries, nor in the company’s affiliated enterprises; No financial, legal, management consulting, technical consulting and other services are provided for the company or its subsidiaries, no additional and undisclosed interests are obtained from the listed company and its major shareholders or interested institutions and personnel, and there is no situation affecting its independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
During the reporting period, the company held six Board meetings (one on-site and five on-site combined with communication); Three general meetings of shareholders. The specific attendance is as follows:
Independent board of directors and general meeting of shareholders
Is it continuous
By correspondence this year
In this year, you should participate in the Commission in person twice, and participate twice without giving your name in person
Number of additional seats
Discuss
Han Xudong 6 6 2 0 0 No 3 3
Cao LEI 6 6 1 0 0 No 3 3
Lu Jin 2 2 1 0 0 0 0 0 0
Geng Yi 4 4 0 0 0 0 No 3 3
(leaving office)
No failure to attend the board meeting in person for two consecutive times.
In addition, during the reporting period, the special committee of the board of directors held 10 meetings, including 2 meetings of the strategy committee, 4 meetings of the audit committee, 1 meeting of the remuneration and assessment committee and 3 meetings of the nomination committee. As members of the professional committees of the board of directors, we participated in the meetings of the professional committees during our respective terms of office. (II) on site investigation and the company’s cooperation with independent directors
During the reporting period, we made full use of the opportunity of attending the on-site meeting of the board of directors and the general meeting of shareholders to conduct on-site investigation of the company. In addition, we maintained close contact with other directors, senior executives and relevant staff of the company through talks, telephone and other means, mastered the operation and standardized operation of the company, and comprehensively and deeply understood the management status, financial status, progress of raised funds and investment projects and other major matters of the company, Pay attention to the impact of external environment and market changes on the company and promote the improvement of the company’s management level.
The management of the company attaches great importance to communication with us, timely reports the progress of the company’s production and operation and major projects, solicits opinions and listens to suggestions, and can timely implement and correct the problems raised by us, providing necessary conditions and strong support for our better performance of our duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the company had no significant related party transactions.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
(III) use of raised funds
During the reporting period, the company strictly followed the relevant laws and regulations and other normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock exchange No. 1 – standardized operation, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, and the relevant provisions of the Beijing Bayi Space Lcd Technology Co.Ltd(688181) raised funds management system Make rational use of the raised funds. After understanding and verification, the above-mentioned management and use of raised funds do not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company, especially the interests of small and medium-sized shareholders, which is in line with the needs of the development interests of the company, and is conducive to improving the fund use efficiency of the company and obtaining a good return on investment. We have expressed our independent opinion on this.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
During the reporting period, the 12th meeting of the 4th board of directors of the company considered and approved the proposal on changing the deputy general manager. We believe that the voting procedure for the appointment of senior managers is in line with the provisions of the company law, the articles of association and relevant laws and regulations. It is carried out on the basis of fully understanding the candidate’s educational background, work experience, educational literacy and other comprehensive conditions, and has obtained the candidate’s consent. We have expressed our independent opinion on this.
The salary level of senior managers in 2021 is in line with the relevant provisions of the company’s salary management system, consistent with the annual performance evaluation results, and in line with the actual situation of the company’s industry and enterprise scale. There is no situation that damages the interests of the company and shareholders.
(VI) performance forecast and performance express
During the reporting period, the company timely released the 2020 annual performance express.
(VII) appointment or replacement of accounting firms
During the reporting period, the company appointed Zhitong Certified Public Accountants (special general partnership) as the auditor of the company’s annual report in 2021, and the firm as the auditor of the company’s internal control in 2021. We believe that Zhitong Certified Public Accountants (special general partnership) has the qualification to engage in securities business before the implementation of the new securities law, can follow the independent, objective and fair professional standards, fulfill their duties, be diligent and responsible, and safeguard the interests of all shareholders from a professional perspective.
(VIII) cash dividends and other investor returns
During the reporting period, the company completed the profit distribution in 2020 in strict accordance with the company law, the articles of association and relevant regulations. Taking the total share capital of the company in 2020 as 96473014 shares as the base, the company distributed a cash dividend of 5.38 yuan (tax included) for every 10 shares, with a total cash dividend of 5190248153 yuan (tax included). As an independent director, we agreed to the profit distribution plan.
(IX) performance of commitments of the company and shareholders
During the reporting period, we continued to pay attention to the implementation of the commitments made by the company, its controlling shareholders, actual controllers and shareholders to avoid horizontal competition, regulate related party transactions and restrict the sale of shares. We believe that all the above-mentioned commitments can actively and legally fulfill the previous commitments.
(x) implementation of information disclosure
During the reporting period, we continued to pay attention to the work related to the company’s information disclosure, and urged the company to perform the obligation of information disclosure in strict accordance with the administrative measures for information disclosure of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws, regulations and relevant provisions, so as to ensure that the disclosed information meets the requirements of authenticity, timeliness, accuracy and integrity, and effectively safeguard the legitimate rights and interests of investors and public shareholders.
（11） Implementation of internal control
During the reporting period, the company established a sound internal control system and steadily promoted the construction of internal control system in accordance with the requirements of normative documents such as the basic norms of enterprise internal control.
（12） Operation of special committees of the board of directors
In 2021, the company held 6 meetings of the board of directors, 4 meetings of the audit committee, 2 meetings of the strategy committee, 1 meeting of the remuneration and assessment committee and 3 meetings of the nomination committee, which contributed to the smooth opening of various business activities of the company
