Qingdao Sentury Tire Co.Ltd(002984)
Report on the work of independent directors in 2021
——Xin Yun Zhang
As an independent director of Qingdao Sentury Tire Co.Ltd(002984) (hereinafter referred to as the “company”), in 2021, I performed my duties honestly, diligently and independently in strict accordance with the relevant provisions of the securities law, the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association, Timely understand the development status of the company, actively attend relevant meetings, participate in major business decisions, express opinions independently and objectively on major matters, adhere to professional ethics, carefully exercise the rights conferred by the law and the articles of association, give full play to the supervisory role of independent directors, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders. The report on the work of 2021 is as follows:
1、 Attendance of the board of directors and shareholders’ meeting
1. The company held 11 meetings of the board of directors in 2021. My attendance at the board of directors is as follows:
The number of independent directors who should attend the board of directors, the number of entrusted attendance, the number of absences and the number of voting meetings
Zhang Xinyun voted in favour of the bill at 11:00
2. In 2021, the company held two general meetings of shareholders in total, and my attendance at the general meeting of shareholders is as follows:
The number of times independent directors should attend the general meeting of shareholders the number of times entrusted to attend the meeting the number of times absent
Zhang Xinyun 2 200
2、 Performance of special committees
In 2021, I served as the chairman of the remuneration and assessment committee, the strategy committee and the nomination committee of the second board of directors of the company.
In 2021, the company held one remuneration and assessment committee, four strategic committees and one nomination committee. Among them, my attendance at the special committee is as follows:
The number of independent directors who should attend the special committee, the number of entrusted attendance and the number of absences
Number of meetings
Zhang Xinyun 6 600
3、 Opinions of independent directors
In accordance with relevant laws, regulations and provisions, and on the basis of careful deliberation, I have expressed the following opinions on relevant matters of the company in 2021:
Prior approval and independent opinion issued on the date of opinion
type
1. Prior approval opinions on the renewal of the company’s accounting firm in 2021
Agreed on January 29, 2021 2. Prior approval opinions on the prediction of daily connected transactions in 2021
1. Independent opinions on the 2020 internal control self evaluation report
2. Independent on the allowance standard of directors and the remuneration of senior managers of the company
opinion
3. About the company’s special report on the deposit and use of raised funds in 2020
Independent opinion of
4. Independent opinions on 2020 profit distribution plan
5. Independent opinions on shareholder return planning in the next three years (2021-2023)
see
February 1, 2021 6. Independent opinion on the renewal of the company’s accounting firm in 2021 7. Independent opinion on the prediction of daily connected transactions in 2021
8. Independent opinions on carrying out commodity futures hedging business in 2021
9. Independent opinions on carrying out foreign exchange hedging business in 2021
10. Independent opinions on investment and financial management with self owned funds in 2021
11. Independent opinions on Revising matters related to public issuance of convertible corporate bonds
12. Independent opinions on the report on the use of the company’s previously raised funds
13. Special report on capital occupation and external guarantee of the company’s controlling shareholders and other related parties
Independent opinion on item description
April 23, 2021 1 1. Independent opinion on accounting policy change
1. Matters related to the adjustment of public issuance of convertible corporate bonds (Second Revision)
Independent opinion agreed on April 30, 2021
1. Special report on the deposit and use of raised funds in the half year of 2021
On August 26, 2021, the independent opinion of the report was agreed
2. About the controlling shareholders and other related parties occupying the company’s funds and the company’s external liabilities
Special description and independent opinions on insurance
1. On continuing to use some temporarily idle raised funds for cash management
Agreed on October 28, 2021
1. On further clarifying the specific plan of the company’s public issuance of convertible corporate bonds
Independent opinion of
2. Independent opinions on the listing of convertible corporate bonds
November 8, 2021 3. Independent opinions on opening a special account for raising funds from public issuance of convertible corporate bonds and agreeing to sign a supervision agreement for raising funds
4. Independent opinions on the rules for the meeting of bondholders of convertible companies (Revised Version)
Opinions
1. On the use of raised funds to replace pre invested projects and paid issuance
Independent opinion on cost self financing
2. On the use of raised funds to provide loans to the implementation subject of raised investment projects for implementation
On November 26, 2021, we agreed to the independent opinions of the raised investment project
3. Independent opinions on the use of some temporarily idle raised funds for cash management
see
1. Independent opinions on matters related to the election of directors of the third board of directors of the company
see
Agreed on December 11, 2021 2. Independent opinions on adjusting the amount of self owned capital investment and wealth management in 2021
3. Independent opinions on using self owned funds for securities investment
4、 On site investigation of the company
In 2021, I actively investigated the production and operation of the company, inspected the implementation of the resolutions of the board of directors, and listened to the reports of relevant personnel in detail; All major matters decided by the board of directors shall carefully review the information introduced and materials provided by the company in advance; Maintain close communication and contact with the company through telephone, e-mail and other means, jointly analyze the economic situation, industry development trend and other information faced by the company, and actively offer suggestions; Always pay attention to the possible impact of external industry environment and market changes on the company, pay attention to the relevant media reports on the company, timely grasp the operation status of the company, and faithfully perform the duties of independent directors.
5、 Work related to the protection of investors’ rights and interests
1. Earnestly perform the duties of independent directors, participate in the meetings of the board of directors, the general meeting of shareholders and various special committees, carefully study various proposals, verify the actual situation, use their own professional knowledge to make a fair judgment on the matters under consideration, exercise their voting rights independently, objectively and prudently, and express independent opinions on the use of raised funds, profit distribution and other major matters of the company, Effectively safeguard the legitimate rights and interests of the company and all shareholders, especially the rights and interests of minority shareholders.
2. Continue to pay attention to the company’s information disclosure, and urge the company to ensure the authenticity and accuracy of the company’s information disclosure in strict accordance with the requirements of laws and regulations such as the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and the company’s information disclosure management system Accurate, timely and complete.
3. Continuously strengthen the study of relevant laws and regulations, and continuously improve their ability to perform their duties, so as to effectively enhance the ability to protect the interests of the company and investors, and form the awareness of consciously protecting the interests of shareholders of the public.
6、 Other explanatory matters
1. In 2021, I did not raise any objection to the relevant proposals of the board of directors.
2. In 2021, I did not propose to hold a meeting of the board of directors.
3. In 2021, I did not propose to hire or dismiss an accounting firm.
4. In 2021, there was no case that I hired external audit institutions and consulting institutions.
On December 28, 2021, the company completed the general election of the board of directors. I have expired and left my post. I thank the board of directors, the board of supervisors and the management for their active cooperation and strong support in my performance of duties. Qingdao Sentury Tire Co.Ltd(002984) independent director: Zhang Xinyun February 14, 2022
