Ningbo Color Master Batch Co.Ltd(301019)
2021 annual report of independent directors
(Zhou Qisong)
As an independent director of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as “the company”), I also served as a member of the audit committee and the nomination committee of the board of directors. During my tenure in 2021, I strictly followed the company law, the rules for independent directors of listed companies, the guidelines for the performance of duties of independent directors of listed companies (revised in 2020) and other relevant laws and regulations and the articles of association The working system of independent directors and other relevant regulations and requirements of the company faithfully perform the duties of independent directors, give full play to the independent and professional role of independent directors, and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows: I. attendance at the board of directors and the general meeting of shareholders in 2021
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various proposals, and played a positive role in the correct decision-making of the board of directors.
The company held 7 Board meetings and 3 general meetings in 2021. I personally attended the board of directors for 4 times, voted by communication for 3 times, personally attended the general meeting of shareholders for 3 times, and authorized other independent directors to attend the meeting for 0 times.
In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant examination and approval procedures were performed for major matters. I carefully considered various proposals on the board of directors and believed that these proposals did not harm the interests of shareholders, especially the interests of small and medium-sized shareholders. Therefore, they all voted in favour, no dissenting vote or abstention. 2、 Independent opinions
In 2021, my opinions on relevant matters of the company are as follows:
(I) on March 4, 2021, at the seventh meeting of the first board of directors, the opinions were as follows: independent opinions on the company’s proposal on the 2021 annual director’s remuneration plan and the proposal on the 2021 annual senior management’s remuneration plan
After verification, I believe that the remuneration plan of the company’s directors and senior managers in 2021 is determined in strict accordance with the relevant systems of the company and in line with the provisions of relevant laws, regulations and the articles of association. The company’s salary plan is formulated according to the salary level of the company’s industry and region and in combination with the actual operation of the company. There is no damage to the interests of the company and shareholders, which is conducive to the long-term development of the company. The remuneration scheme has been reviewed and approved by the remuneration and assessment committee of the board of directors of the company, and the procedure is legal and effective. I agree to the above related proposals and submit them to the general meeting of shareholders of the company for deliberation.
(II) on March 8, 2021, at the 8th meeting of the first board of directors, the opinions were as follows: independent opinions on the company’s proposal on related party transactions in 2020 and the company’s proposal on the prediction of daily related party transactions in 2021
After verification, I believe that: 1. The company’s daily related party transactions in 2020 are normal commercial transactions. The pricing basis of related party transactions is fair and reasonable, following the principle of fair market transactions, and there is no damage to the interests of the company and shareholders, especially the interests of minority shareholders;
2. The company expects that the daily related party transactions with related parties in 2021 will be based on the market price and follow the principle of fair and reasonable pricing, without damaging the interests of minority shareholders; When the board of directors of the company deliberated the above proposal, the related directors withdrew. The deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. There is no situation that damages the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. As an independent director of the company, we agree to the above proposal and submit it to the general meeting of shareholders of the company for deliberation in accordance with the relevant provisions of the exchange.
(III) at the 9th meeting of the first board of directors of the company on May 6, 2021, the opinions were as follows: 1. Independent opinions on the company’s profit distribution plan in 2020
After verification, I believe that the 2020 profit distribution plan of the company has fully considered the reasonable demands and interests of the majority of investors, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders, which is conducive to the long-term and healthy development of the company. The distribution plan and decision-making process comply with the relevant provisions of the company law, the securities law, the articles of association and other laws and regulations on profit distribution, and have legitimacy, compliance rationality. I agree with the profit distribution plan and agree to submit the company’s profit distribution plan for 2020 to the general meeting of shareholders for deliberation.
2. Independent opinions on the proposal to hire the company’s audit institution in 2021
After verification, I believe that according to the current financial control and internal and external audit of the company, the continued employment of Lixin Certified Public Accountants (special general partnership) is in line with the interests of the company and all shareholders, and will not damage the interests of the company and minority shareholders, or the interests of the company, and will not affect the independence of the company. We unanimously agree to the matter and agree to submit the proposal to the 2020 annual general meeting of shareholders of the company for deliberation.
(IV) at the 11th meeting of the first board of directors of the company on July 23, 2021, the opinions were as follows:
1. Independent opinions on the company’s use of idle raised funds and self owned funds for cash management
After verification, I believe that on the premise of ensuring that the normal progress of the investment plan of the raised funds is not affected, the company makes rational use of some idle raised funds and its own funds for cash management in combination with the implementation progress of the raised investment project, which will help to improve the fund use efficiency and income of the company. The company’s decision-making procedures for cash management this time comply with the relevant provisions of 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 standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the company’s special management system for raised funds, and there is no behavior of changing the purpose of raised funds in a disguised manner, It will not affect the promotion of investment projects with raised funds and the normal operation of the company.
Therefore, as an independent director of the company, we agree that the company will use idle raised funds of no more than 45 million yuan (including this amount) and its own funds of no more than 100 million yuan (including this amount) for cash management. Within the above limit, the funds can be used on a rolling basis within 12 months from the date of deliberation and approval by the general meeting of shareholders. We agree to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2021 for deliberation.
2. Independent opinions on the use of over raised funds for permanent replenishment of working capital
After verification, the raised capital of more than 200000 yuan for listed companies in Shenzhen meets the regulatory requirements of the Shenzhen Stock Exchange and the supplementary management rules for the use of working capital of listed companies, which is conducive to the use of the company’s listed capital of more than 200000 yuan The requirements of relevant laws, regulations and rules, such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the company’s management system for raised funds, will not conflict with the implementation plan of the investment projects with raised funds, will not affect the normal implementation of the investment projects with raised funds, and will not change the investment direction of raised funds in a disguised manner and damage the interests of shareholders.
All independent directors unanimously agreed that the company would use the over raised capital of 27.2 million yuan to permanently supplement the working capital, and agreed to submit the proposal to the second extraordinary general meeting of shareholders of the company in 2021 for deliberation.
(V) at the 12th meeting of the first board of directors of the company on August 26, 2021, the opinions were as follows:
1. Independent opinions on the capital occupation and external guarantee of the company’s controlling shareholders and other related parties in the half year of 2021
After verification, I believe that as of June 30, 2021, the company has strictly complied with the relevant provisions and requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange on capital exchanges between listed companies and related parties, and verified and supervised the occupation of funds by controlling shareholders, actual controllers and other related parties during the reporting period. After verification, the company has no occupation of funds by controlling shareholders and other related parties, There is no violation of the provisions of the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantees of listed companies (zjf [2003] No. 56).
The company strictly complies with the Listing Rules of Shenzhen Stock Exchange gem, the articles of association and the external guarantee management system to perform the approval procedures and information disclosure procedures of external guarantee. As of June 30, 2021, the company has no external guarantee that occurred in the previous period and lasted until the half year of 2021. The company has no illegal guarantee, overdue guarantee, guarantee involving litigation, etc., and no violation of the provisions of the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and the notice on regulating the capital exchanges between listed companies and related parties and several issues of external guarantee of listed companies (zjf [2003] No. 56).
2. Independent opinions on the special report on the annual deposit and use of the company’s raised funds in the half year of 2021
In accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the guidelines for the business handling of companies listed on the gem No. 6 – format of information disclosure announcement and other relevant provisions, the company has prepared the special report on the deposit and actual use of raised funds in the half year of 2021. After verification, I believe that the deposit and use of the company’s raised funds in the half year of 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, comply with the relevant provisions of the company’s management system for the use of raised funds, and there is no illegal deposit and use of raised funds, There is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
3. Independent opinions on the company’s use of raised funds to replace self raised funds invested in raised investment projects in advance
After verification, I believe that the company has used the raised funds to replace the self raised funds invested in the raised investment project in advance. The replacement time is less than 6 months from the arrival time of the raised funds, and has fulfilled the necessary procedures, which is in line with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange Relevant provisions such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and the company’s special management system for raised funds. The replacement of the raised funds did not change the implementation plan of the investment project with raised funds, did not affect the normal progress of the investment project with raised funds, and did not change the purpose of the raised funds in a disguised manner and damage the interests of shareholders. Therefore, it is agreed that the company will use the raised funds of RMB 1131775212 to replace the self raised funds invested in the raised projects in advance.
(VI) at the 13th meeting of the first board of directors of the company on October 26, 2021, the opinions were as follows:
Independent opinions on the use of bank acceptance, self owned foreign exchange or letter of credit to pay the funds of raised investment projects and replace them with the raised funds in the same amount
After verification, I believe that the company’s use of bank acceptance, self owned foreign exchange or letter of credit to pay the funds required for the investment projects of the raised funds is conducive to improving the use efficiency of the raised funds. The above payment methods do not change the investment direction of the raised funds and damage the interests of shareholders, which is in line with the interests of the company and its shareholders, Comply with the provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the company’s special management system for raised funds. Therefore, the company agrees to use the raised funds such as the letter of credit or the bank’s own letter of exchange to pay the amount required by the raised funds. 3、 Work at the company’s site and communicate with the directors, supervisors and senior managers
In 2021, we paid close attention to the operation and financial situation of the company. Not only keep in touch with the company’s directors, supervisors, senior managers and their relevant personnel through meetings, telephone and e-mail, and actively pay attention to the impact of market changes on the company, but also use the time of convening the board of directors and shareholders’ meeting to go to the company’s site to have an in-depth understanding of the company’s production and operation, and constantly understand and master the company’s operation and financial status and the progress of major events. 4、 Annual report preparation and communication
In accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, we have been diligent in the preparation of the annual report during the reporting period. After the preparation of the annual report, the company repeatedly communicated with the company’s management on the preparation of the annual report. Before the annual audit accountant entered the site for audit, he reviewed the annual audit work plan, and then listened to the report of the company’s chief financial officer and management on the company’s financial status and operating results this year. During the on-site audit of the annual audit CPA, pay attention to the problems found in the audit process, and communicate with the annual audit CPA in the form of meeting and other forms. After issuing preliminary audit opinions in time after the annual audit, the independent directors and the annual audit accountant communicated and discussed the problems found in the audit process to ensure the authenticity and accuracy of the audit results.
5、 Appointment of special committees of the board of directors
As a member of the audit committee, in accordance with the detailed rules for the work of the audit committee of the board of directors and the detailed rules for the work of the remuneration and assessment committee of the board of directors, I mainly carried out the following work in 2021: participated in the sixth meeting of the first audit Committee, deliberated and adopted the proposal on the financial statements of the company for the last three years Proposal on related party transactions of the company in 2020 and prediction of related party transactions in 2021 and proposal on prediction of daily related party transactions of the company in 2021; Participated in the seventh meeting of the first audit committee, deliberated and passed the proposal on hiring the company’s audit institution in 2021; Participated in the eighth meeting of the first audit committee, deliberated and passed the proposal on the company’s financial statements and notes for the first quarter of 2021; Participated in the ninth meeting of the first audit committee, considered and adopted the 2021 semi annual report and its summary; Participated in the 10th meeting of the first audit committee, considered and adopted the third quarter report of 2021. 6、 Work done in protecting the rights and interests of investors
1. During the reporting period, we continued to pay attention to the company’s information disclosure and supervised the company to complete the information disclosure in a true, timely, accurate and complete manner in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules and other regulations, normative documents and the relevant provisions of the articles of association.
2. During the reporting period, we effectively performed the duties of independent directors, carefully reviewed each proposal submitted to the board of directors, consulted relevant documents and materials, and investigated relevant departments and personnel of the company. Issued independent and objective opinions on the company’s external guarantee, capital occupation, daily related party transaction prediction, profit distribution plan, internal control self-evaluation report, renewal of accounting firm and other related matters
