Anhui Xinbo Aluminum Co.Ltd(003038)
Report on the work of independent directors in 2021
——Chang Wei
Dear shareholders and shareholder representatives
As an independent director of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “the company”), during my tenure in 2021, I earnestly performed my duties in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies and other relevant national laws and regulations and the Anhui Xinbo Aluminum Co.Ltd(003038) articles of association, Safeguard the overall interests of the company, earnestly implement the Anhui Xinbo Aluminum Co.Ltd(003038) independent director appointment and discussion system formulated by the company, not affected by the company’s major shareholders or other units or individuals with interests in the company, give full play to the independent role of independent directors, and effectively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
I hereby report my performance of duties and participation in the meeting in 2021 as follows:
1、 Attendance at meetings
During my tenure in 2021, the company held 11 meetings of the board of directors and 4 general meetings of shareholders. The convening of the board of directors and the general meeting of shareholders complies with the legal procedures, the relevant procedures have been performed for major business decisions and other major matters, and the resolutions of the meeting are legal and effective.
I voted in favor of all proposals submitted to the board of directors after deliberation, without objection or abstention. My attendance at the board meeting in 2021 is as follows:
Name of independent directors number of meetings attended in person number of entrusted attendance number of absentee votes
Chang Wei 11 0 0
In 2021, my attendance at the general meeting of shareholders is as follows:
Name of independent director number of meetings number of attendance in person number of attendance by proxy
Chang Wei 4 0
2、 Independent opinions
Serial number date meeting session event opinion type
1. On replacing pre invested projects with raised funds
And self raised funds paid for issuance
2. On using some idle raised funds for cash management
Reasonable proposal
3. On the payment of raised investment project funds by bank bills
Proposal of the second board of directors on equal replacement with raised funds
1. The sixth session of the board meeting on February 25, 2021. 4. Proposal on using the raised funds to provide loans to Anhui Xin Platinum Technology Co., Ltd., a wholly-owned subsidiary, to implement the raised investment project
Case
5. On the guarantee amount of the company to wholly-owned subsidiaries in 2021
Proposal on degree prediction
6. Proposal on appointment of securities affairs representative of the company
1. On using some idle raised funds to supplement the flow temporarily
Proposal on the second session of the board of directors’ working capital
2. The 8th meeting of the board of directors on May 8, 2021 2. The proposal on the change of accounting policies agreed to the meeting 3. The proposal on the actual controller providing guarantee and connection for the company
Transaction proposal
4. Proposal on re employment of accounting firm
1. On the deposit and use of raised funds in the half year of 2021
Special report on the situation
The second board of directors 2. On the occupation of the company’s funds by controlling shareholders and their related parties
3. Independent opinions on the consent of the 10th meeting of the board of directors on August 30, 2021
3. Independent opinions on the special description of the company’s external guarantee
See
1. Notice on the company’s increase of guarantee amount for wholly-owned subsidiaries
Proposal
The second session of the board of directors 2. On the increase of guarantee and Association for the company by the actual controller
The proposal on the 10th transaction of the board of directors agreed to 4 2021 / 10 / 25 3. The proposal on the appointment of the company’s deputy general manager
Second meeting 4. Proposal on replacing the Secretary of the board of directors
5. On the company’s development of commodity futures hedging industry
Proposal of the State Council
1. Notice on the company meeting the conditions for non-public offering of a shares
Proposal
2. Proposal on the company’s non-public offering of a shares
Case
3. Preliminary report on the company’s non-public offering of A-Shares in 2021
Proposal of the motion
4. About the company’s non-public offering of A-Shares in 2021
Proposal on feasibility analysis report on the use of raised funds
5. Special report on the use of the company’s previously raised funds
Proposal of the second board of directors
5. The 10th meeting of the board of directors on December 1, 2021 agreed to the third meeting. 6. On the composition of related party transactions in this non-public offering of a shares
Yi’s proposal
7. On the company’s non-public offering of A-Shares in 2021
Proposal on risk warning and filling measures for thin spot return
8. On the company’s non-public offering of A-Shares in 2021
Proposal on commitment to take filling measures for thin immediate return
9. Regulations on the establishment of the company’s shares for the next three years (2021-2023)
Proposal on “East return plan”
10. Non binding agreement on the entry into force of conditional agreement between the company and Tang Kaijian
Proposal on subscription contract for public offering of shares
In December 2021, the second board of directors 1. On closing all raised investment projects and raising surplus funds
On June 31, the tenth proposal on permanent replenishment of working capital of the Council agreed to the fourth meeting
3、 Work of special committees of the board of directors
During my tenure in 2021, as a member of the remuneration and assessment committee and the nomination committee of the board of directors, I actively performed my corresponding duties as a member in strict accordance with the relevant requirements of the working rules of the special committee of the board of directors, deliberated on major matters of the company, put forward opinions to the board of directors as a member of the special committee, and proposed to standardize the operation of the company, Improve the company’s internal control.
4、 Other work done in protecting the rights and interests of investors
1. It is suggested that the company should pay attention to information disclosure after listing, so that the company can complete the information disclosure truly, timely and completely in strict accordance with the laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, as well as the relevant provisions of the company’s information disclosure management measures. 2. When considering the proposal of the company’s board of directors, we all require the company to provide us with sufficient and detailed relevant materials in advance. From the perspective of safeguarding the interests of investors, with a cautious, serious, diligent and independent attitude, and with a high sense of responsibility and professional knowledge, carefully study the relevant matters, analyze the possible risks, and independently put forward their own relevant opinions, so as to ensure the scientific and democratic decision-making of the board of directors and effectively safeguard the interests of the company and the majority of investors.
3. Taking advantage of the opportunity to attend the meetings of the board of directors and the committees under the board of directors and other time to understand the production, operation and financial situation of the company, and listen to the report of the company’s management on the operation and standardized operation. Actively conducted on-site research, investigated and obtained the information and materials needed to make decisions, timely understood the company’s daily business status and possible business risks, and actively and effectively performed the duties of independent directors.
5、 Training and learning
Since taking office, I have carefully studied laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant laws and regulations such as regulating corporate governance and protecting the rights and interests of public shareholders, and strive to continuously improve my ability to perform my duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
6、 Other working conditions
1. The non convening of the board of directors.
2. I have not proposed to employ or dismiss the accounting firm.
3. I have not hired external audit institutions and consulting institutions to audit the company.
4. I did not propose to the board of directors to convene the extraordinary general meeting of shareholders, etc.
In 2022, I will continue to faithfully and diligently perform the duties of independent directors, give full play to my professional knowledge and work experience, and provide reference for the correct decision-making of the company’s board of directors, so as to promote the healthy, sustainable and stable development of the company.
Here, I would like to express my heartfelt thanks to the board of directors, management and relevant staff of the company for their active and effective cooperation and support in the process of performing their duties.
(there is no text on this page, which is the signature page of Anhui Xinbo Aluminum Co.Ltd(003038) 2021 annual report on the work of independent directors)
Independent director: Chang Wei
February 24, 2022
