2021 annual report of independent directors
(Wang ziho)
Dear shareholders
As an independent director of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as the “company”), in 2021, I strictly followed the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant laws In accordance with the provisions and requirements of laws and regulations, diligently, dutifully and faithfully perform their duties, actively attend relevant meetings of the company, carefully consider various proposals of the board of directors, and express independent opinions on relevant matters, so as to effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
In 2021, I earnestly performed my duties as an independent director. The convening and attendance of the 2021 annual meeting of the company are as follows:
Attendance of the board of directors and shareholders’ meeting
Whether the directors who should attend attend the meeting in person or by proxy for two consecutive times
Number of meetings, number of absences, number of meetings not held in person, number of meetings attended as nonvoting delegates
19 19 0 0 No 11 11
In 2021, the notice and convening procedures of the general meeting of shareholders, the board of directors and various special committees of the company comply with the provisions of relevant laws, administrative regulations and the articles of association, and the resolutions of the meeting are legal and effective. As an independent director of the company, before the meeting of the board of directors, based on the principle of diligence, I carefully reviewed the relevant documents and materials, and actively communicated and obtained relevant information to provide sufficient basis for independent decision-making. At the meeting, carefully consider various proposals, actively participate in the discussion and put forward reasonable suggestions, and express clear voting opinions on each proposal. I voted in favor of the relevant proposals submitted by the company to the board of directors for deliberation in 2021, and there was no objection or waiver.
2、 Independent opinions
During the reporting period, as an independent director, I independently deliberated on major issues of the company and issued independent opinions
See, prior approval of related party transactions and appointment of audit institutions. The review process was not controlled by the company
The influence of shareholders or other units and individuals having an interest in the company, and all independent opinions expressed have been accepted
Public disclosure. The details are as follows:
Time of expressing independent opinions type of opinions on matters of expressing independent opinions
Independent opinions on the guarantee provided by the company for joint stock companies
Independent opinions on the financial support and related party transactions provided by the company to alar Zhongtai Textile Technology Co., Ltd. on January 18, 2021
On January 22, 2021, the independent opinions on the sale of major assets and related party transactions of the company agreed with the independent opinions on the formation of related party guarantees after the sale of major assets
Special instructions and independent opinions on the company’s accumulated and current external guarantees
See
Opinions on self evaluation report on internal control of the company
Independent opinions on the company’s profit distribution plan in 2020
On April 9, 2021, the independent opinions on the deposit and use of the company’s raised funds in 2020 agreed with the independent opinions on the report on the use of the company’s previously raised funds
Independent opinions on daily connected transactions expected in 2021
Independent opinions on the guarantee provided by the company for its subsidiaries
Independent opinions on retroactive adjustment of financial data in business combinations under the same control
About Xinjiang Zhongtai Textile Group Co., Ltd. to alar Zhongtai textile section
Independent opinions on financial assistance and related party transactions provided by Technology Co., Ltd
Independent consent on the guarantee provided by the company’s holding subsidiary for its joint-stock company on April 28, 2021
Independent opinions on adding members of the board of directors of the company
Independent opinions on the company’s acquisition of equity and related party transactions
On May 13, 2021, independent opinions on the company’s acquisition of some agreed shares and capital increase and related party transactions of Xinjiang Zhongtai Xinxin Chemical Technology Co., Ltd
Independent report on the implementation plan of 2020 annual performance salary for senior managers of the company
The opinions on June 25, 2021 agreed to the independent decision on the guarantee provided by the company’s holding subsidiary for its participating subsidiary
Legislative opinions
On June 30, 2021, the independent opinions on the addition of members of the board of directors agreed
About the company and its subsidiaries to Xinjiang Zhongtai (Group) Co., Ltd
Independent opinions on applying for financial assistance and related party transactions
Independent opinions on the use of raised funds to replace self raised funds of projects invested with raised funds in advance on July 23, 2021
Independent opinions on the guarantee provided by the company for related parties
Independent opinions on fund occupation and external guarantee of related parties
Independent opinions on the use of the company’s raised funds in the half year of 2021
Independent opinions on the appointment of the company’s audit institution in 2021
On August 17, 2021, Xinjiang Zhongtai Textile Group Co., Ltd. agreed to transfer the exclusive capital reserve and related party transactions to alar Zhongtai Textile Technology Co., Ltd. with creditor’s rights
Legislative opinions
Independent opinions on the guarantee provided by the company for related parties
Independent opinions on the guarantee provided by the company for joint stock companies
On September 14, 2021, the independent opinions on the guarantee provided by the company for related parties agreed to the opinions on the temporary replenishment of working capital by holding subsidiaries using idle raised funds
Independent opinion on item
On November 8, 2021, the independent opinions on the guarantee provided by the company for related parties agreed
Independent opinions on and related matters on November 12, 2021
Independent opinions on the guarantee provided by the company for related parties
On December 15, 2021, the independent opinions on the company’s provision of guarantees for joint-stock companies agreed to the < Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock policy
Independent opinions on incentive plan (Revised Draft) > and related matters
On December 20, 2021, the independent opinions on the guarantee provided by the company for related parties agreed
Independent opinions on the daily related party transactions of the newly added company in 2021
See
Independent opinions on the consent of wholly-owned subsidiaries to use surplus raised funds to permanently supplement working capital on December 30, 2021
Independent opinions on the guarantee provided by the company for related parties
3、 Office and inspection at the company’s site
In 2021, the covid-19 pneumonia epidemic had a certain impact on the on-site meeting and on-site investigation. I passed
Participate in the board of directors and shareholders’ meeting on site in combination with video conference, conduct on-site investigation in the company’s alar, Korla and other production parks in April 2021, have in-depth exchanges with the company’s management, understand the company’s production and operation, the company’s financial situation and the progress of major events, and pay attention to the impact of the epidemic on the company, the implementation of the resolutions of the board of directors, information disclosure Media reports, institutional research and other company dynamics have actively and effectively performed the duties of independent directors.
4、 Work of the Committee of the board of directors
As the chairman of the nomination committee, in strict accordance with the provisions of the articles of association and the implementation rules of the nomination committee, I investigated the employment conditions, professional ability and professional quality of the members of the board of directors added during the reporting period of the company, held a discussion of the nomination committee and made recommendations to the board of directors.
As a member of the remuneration and appraisal committee, in accordance with the articles of association and the detailed rules for the implementation of the remuneration and appraisal committee of the company, I worked with other members on the Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan (Draft) and the measures for the administration of Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan The measures for performance evaluation of Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan and its revised draft were reviewed and agreed to be submitted to the board of directors for review.
5、 Work done in protecting the rights and interests of investors
1. As an independent director of the company, in 2021, I performed my duties in strict accordance with the articles of association, the measures for the management of the work of independent directors of the company and other relevant laws and regulations, regularly learned about the company’s production and operation, business development and investment projects, and independently and objectively expressed professional opinions on the proposals submitted to the board of directors for deliberation, Prudently exercised voting rights, actively and effectively performed their duties, and effectively protected the interests of the company and small and medium-sized investors.
2. Supervise and urge the information disclosure of listed companies to be accurate and complete in accordance with the provisions of the Shenzhen Stock Exchange Law and the administrative measures for listed companies’ information disclosure, so as to ensure that the information disclosure of listed companies is timely and complete in accordance with the laws and regulations of the Shenzhen Stock Exchange, Effectively protect the right to know of investors, especially small and medium-sized shareholders, and safeguard the rights and interests of the company and shareholders.
6、 Training and learning
In 2021, I actively participated in the Symposium of the independent board committee organized by Xinjiang Listed Companies Association, and continuously strengthened my study, deepened my understanding of relevant laws and regulations, continuously improved my ability to perform my duties, practically strengthened my ability to protect the interests of the company and investors, and provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, Promote the company’s further standardized operation.
7、 Other work
1. There is no proposal to convene the board of directors.
2. There is no proposal to convene an extraordinary general meeting of shareholders.
3. There is no independent engagement of external audit institutions and consulting institutions.
8、 Contact information
mail box: [email protected].
In 2022, I will continue to perform the duties of independent directors diligently, prudently and conscientiously, strengthen communication with the company’s management, pay attention to the company’s daily operation, supervise and urge the company to operate in accordance with the provisions of relevant laws and regulations, continuously strengthen the study of my professional knowledge, improve my ability to perform my duties, and provide opinions and suggestions for the company’s scientific decision-making and risk prevention, Give full play to the role of independent directors and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Wang ziho
February 17, 2022
2021 annual report of independent directors
(Wang Xinhua)
Dear shareholders
As an independent director of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant laws and regulations
