Jihua Group Corporation Limited(601718)
Report on the work of independent directors in 2021
As an independent director of Jihua Group Corporation Limited(601718) (hereinafter referred to as "the company"), in 2021, we were in strict accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, the articles of Association, the working system of independent directors and other relevant regulations and requirements, and in line with the attitude of being responsible to the company and all shareholders, The principle of earnestly safeguarding the interests of the majority of minority shareholders, diligently performing the duties and obligations of independent directors, actively attending relevant meetings such as the general meeting of shareholders, the board of directors and professional committees, giving full play to their professional advantages, carefully deliberating various proposals of the board of directors, giving Fair and objective independent opinions on relevant matters, and ensuring that the disclosure procedures are legal and compliant, and the contents are true and accurate. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
At the first extraordinary general meeting of shareholders in 2021 held on January 21, 2021, we were elected as independent directors of the Fifth Board of directors. The number of independent directors of the company shall not be less than one-third of the total number of the board of directors, which shall comply with the provisions of relevant laws and regulations. The board of directors of the company consists of four special committees: Strategy Committee, nomination committee, remuneration and assessment committee and audit and risk management committee. Among them, the chairmen of Nomination Committee, remuneration and assessment committee and audit and risk management committee are assumed by independent directors, and the independent directors account for the majority. The chairman of audit and risk management committee is an accounting professional.
As an independent director, we have professional qualifications and capabilities, have accumulated rich experience in the professional field, and make independent judgments on the proposals considered by the board of directors from an objective and impartial position. Since taking office, we, our immediate family members and major social relations have not worked in the company or its subsidiaries, have not directly or indirectly held the company's shares, and there is no situation affecting our independence. Our personal work experience, professional background and part-time work are as follows:
Mr. Xu Jian: male, born in 1961, Chinese nationality, without overseas residency. He is a doctoral student majoring in polymer materials of Sichuan University and has the qualification of independent director of Shanghai Stock Exchange. Lecturer of Beijing Institute of chemical technology; Postdoctoral, associate researcher and researcher of Institute of chemistry, Chinese Academy of Sciences, Professor of University, Chinese Academy of Sciences. He once served as an expert or expert group leader in the field of new materials of the National 863 plan in the 15th, 11th and 12th Five year plans; Expert of gene expert group of national key science and technology plan materials in the 13th five year plan; Vice president of China Society for materials research, vice president of China Society for composite materials, Deputy Secretary General of Beijing Chemical Society and international president of ISO / TC202 International Organization for standardization. Winner of the special allowance of the State Council in 2002, elected the first batch of national talents of the new century ten million talent project in 2004, the National Outstanding Youth Fund in 2005 and the national outstanding scientific and technological worker in 2016. He is now a distinguished professor of Shenzhen University; Expert of national new material industry development expert advisory committee (State Council / Ministry of industry and information technology); Expert of national strategic emerging industry expert advisory committee (NDRC). Concurrently serve as Guangdong Tianan New Material Co.Ltd(603725) independent director, Beijing Comens New Materials Co.Ltd(300200) independent director, Shenzhen Sunway Communication Co.Ltd(300136) independent director, Shenzhen ZTE New Material Technology Co., Ltd., Jihua Group Corporation Limited(601718) independent director.
Mr. Zhang Jide: male, born in 1969, Chinese nationality, without overseas residency. Doctor of management and postdoctoral, with the qualification of independent director of Shanghai Stock Exchange. He is currently a professor and doctoral supervisor at Beijing University of technology and industry, specializing in teaching and scientific research in the fields of enterprise internal control, corporate governance, information-based enterprise financial management and so on. National Accounting leading talents; Top ten most popular business school teachers in China; Beijing outstanding communist party member; Deputy Secretary General of China Enterprise Financial Management Association, vice chairman of Expert Committee and distinguished vice president; Deputy director of the editorial board of financial management research; Editorial board member of China accounting research and education; Chief expert of the coordination unit of China fund management think tank (cmttc); Director of the strategy committee of the Ministry of education; Contract signing expert of Kingdee International Software Group; Member and part-time professor of the Training Committee of China Association of chief accountants; Senior member of professional committee of Chinese Accounting Society; Long term commentator of the "announcement and question" column of the securities consulting channel of CCTV. He also serves as an independent director and Jihua Group Corporation Limited(601718) independent director of Inner Mongolia North Heavy Truck Co., Ltd.
Mr. Lu YeHu: male, born in 1986, Chinese nationality, without overseas residency. Doctor of fashion design and engineering, with the qualification of independent director of Shanghai Stock Exchange. He is currently the deputy director, professor and doctoral supervisor of the Department of fashion design and engineering, School of textile and fashion engineering, Suzhou University. He is also a member of the national home textile Standardization Technical Committee, member of the national garment Standardization Technical Committee and member of the smart clothing working group, member of Jiangsu textile and garment Standardization Technical Committee, deputy director of the Science Popularization Committee of Jiangsu textile engineering society, expert of the technological innovation strategic alliance of emergency rescue equipment industry and Jihua Group Corporation Limited(601718) independent director.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders' meeting
In 2021, we attended ten board meetings and two general meetings of shareholders. We actively participated in the board meetings, earnestly, responsibly and legally performed the duties of independent directors, gave full play to our own advantages, deliberated various proposals carefully, and expressed our deliberation opinions independently, professionally and responsibly.
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 examination and approval procedures have been performed for major matters in accordance with the regulations. At the meeting, we carefully considered the proposals of the board of directors and the general meeting of shareholders, actively discussed and put forward reasonable suggestions with other directors, exercised our voting rights prudently, and voted in favour of all proposals without voting against or abstaining from voting under the principle of diligence, pragmatism, honesty and responsibility and safeguarding the interests of the company and all shareholders.
We attended the meetings of the board of directors and the general meeting of shareholders held by the company, and there was no proposal to hold the board of directors; There is no request to the board of directors to convene an extraordinary general meeting of shareholders; There is no independent engagement of external audit institutions and consulting institutions.
The attendance at the meetings of the board of directors and the general meeting of shareholders is as follows:
Participation in the board of directors participation in the general meeting of shareholders independent directors should personally entrust by communication whether to continuously attend the shareholder's name directors to attend the meeting in the form of attending the board of directors. The number of times plus the number of times is from the number of meetings attended Several discussions
Xu Jian is 10 10 9 0 0 0 No 0
Zhang Jide is 10 10 4 0 0 No 1
Lu YeHu is 10 10 7 0 0 0 No 2
The participation in the special committee of the board of directors in 2021 is as follows:
In this year, the actual number of directors actually participating in the audit, the actual number of salary seats, professional members, strategic members, nominated members and risk management committee, the number of salary and assessment committees, the number of meetings, the number of member meetings and the number of member meetings shall be listed
Xu Jian 9 2 4 3-
Zhang Jide 4 -- 3 1
Lu YeHu 7 2 4 - 1
(II) other performance of duties
In 2021, according to the work arrangement of the board of directors, we participated in the "14th five year plan" seminar, the company's development strategy seminar and other relevant meetings organized by the company, conducted in-depth exchanges and discussions with other directors and management on the company's production and operation, current problems, future development direction, risk prevention and control, and put forward opinions and suggestions from our own experience and professional fields.
At the same time, in addition to expressing opinions on the board of directors, we gave full play to the advantages of professional background, put forward suggestions to the board of directors on the scientific research of the company's major projects, and deeply communicated with the management, which effectively promoted the project process of the company.
(III) the company's cooperation with independent directors
As an independent director of the company, the management team of the company can keep in touch with us in time to help us understand the production and operation dynamics of the company and obtain the necessary information for making independent judgment. At the same time, before each board meeting and related meetings, the company carefully organized and prepared meeting materials and communicated in detail before the meeting, which provided good support for our work.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In 2021, we deliberated the proposal of signing a financial service agreement between the company and Xinxing Jihua Group Corporation Limited(601718) finance company, approved the matter in advance and gave an independent opinion. We believed that the signing of the financial service agreement by the company would help the company broaden the scope of cooperative financial institutions, meet the needs of the company's business development and meet the interests of the company and all shareholders. The daily connected transactions of the company comply with the requirements of relevant national laws and regulations, the transaction mode and pricing comply with market rules, and the transaction behavior is conducive to the production and operation of all parties to the transaction, without damaging the interests of the company and other shareholders.
(II) external guarantee and fund occupation
In 2021, as an independent director, we considered the proposal of Jihua 3517 company to provide credit guarantee for Jihua Yueyang new material company. We believe that the wholly-owned subsidiary of the company will guarantee its holding subsidiary, and the company has sufficient control over it and can effectively monitor and manage its operation. At the same time, this guarantee is conducive to Yueyang new material company to enhance its business capacity and expand its business scale, It conforms to the company's development strategy and will not damage the interests of the company and all shareholders. At the same time, in accordance with the relevant provisions of the CSRC and the Shanghai Stock Exchange and in accordance with the company's measures for the administration of preventing related parties from occupying the funds of listed companies, we strictly supervise the management of capital transactions between related parties of the company to prevent non operational occupation of the company's funds by related parties. In 2021, there was no occupation of non operating funds by controlling shareholders and their related parties.
(III) change of raised investment projects and use of raised funds
In 2021, we considered the proposal of using part of the idle raised funds to temporarily supplement the working capital. We believe that the company's temporarily supplementing the working capital with part of the idle raised funds is conducive to improving the use efficiency of the raised funds, reducing the company's financial expenses, not affecting the normal progress of the investment projects of the raised funds, nor changing the investment direction of the raised funds and damaging the interests of the company's shareholders, and expressed our agreed independent opinions.
During the reporting period, we supervised the company's effective implementation of the raised funds management system and the tripartite supervision agreement on the storage of raised funds in a special account. The company does not change the purpose of the raised funds in disguised form through pledge, entrusted loan or other means, and the raised funds are not occupied or misappropriated by controlling shareholders, actual controllers and other related parties.
(IV) nomination and remuneration of senior managers
In 2021, we participated in the Nomination Committee for four times, reviewed the relevant materials of the candidates for directors, general manager, deputy general manager, chief accountant and Secretary of the board of directors, reviewed the nomination and appointment procedures for the proposed non independent directors and senior managers, considered that the qualification and appointment procedures were legal and compliant, and expressed our agreed independent opinions. At the same time, we reviewed the company's 2020 senior management compensation plan, which is calculated according to the performance and performance evaluation results of senior managers, which is in line with the actual situation. The scheme refers to the development of the company in recent years and the salary level of senior managers of Listed Companies in the same industry, and is closely combined with the actual operating benefits of the company. The scheme is practical and reasonable.
(V) performance forecast
In 2021, the company released the performance forecast for 2020. We believe that the preparation and release of the performance forecast comply with the provisions of relevant management measures for information disclosure, and the content is true, accurate and complete.
(VI) appointment of accounting firms
In 2021, through the review and evaluation of the work of Dahua certified public accountants in 2020, we recognized the company's reappointment of Dahua certified public accountants as the company's financial audit institution and internal control audit institution in 2021 in advance and issued an agreed independent opinion. We believe that Dahua certified public accountants has the qualification to engage in Securities and futures related business audit and is familiar with national regulations and policies on financial accounting, Certified public accountants who complete audit tasks and ensure audit quality, can seriously implement laws, regulations, rules and policies related to financial and internal control audit, and have the working ability and professional experience to undertake the company's annual financial audit and internal control audit.
(VII) cash dividends and other investor returns
The profit distribution plan for 2020 proposed by the company complies with the provisions of relevant laws and regulations and the articles of association, such as the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies, the guidelines for cash dividends of listed companies on Shanghai Stock Exchange and so on, and comprehensively considers the actual operation and future long-term development needs of the company, It conforms to the long-term interests of all shareholders, including minority shareholders, and there is no intentional damage to the interests of shareholders.
(VIII) performance of commitments of the company and shareholders
During the reporting period, the company and its controlling shareholders fulfilled various commitments made when the company was listed. After verification, we believe that the controlling shareholder of the company has complied with relevant commitments and no violation of commitments has been found
