Lihuayi Weiyuan Chemical Co.Ltd(600955)
Report on the work of independent directors in 2021
As an independent director of Lihuayi Weiyuan Chemical Co.Ltd(600955) (hereinafter referred to as the "company"), in 2021, we performed our duties diligently and faithfully in strict accordance with the provisions and requirements of the company law, the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shanghai stock exchange and other relevant laws and regulations, as well as the articles of association, Actively attended relevant meetings of the board of directors and special committees, carefully considered various proposals of the board of directors, expressed independent opinions on relevant major issues, gave full play to the role of independent directors, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The report on the performance of duties in 2021 is as follows:
1、 Basic information of independent directors
(I) introduction to independent directors
Li Runsheng: Chinese nationality, born in June 1952, master of public administration, professor level senior economist. He has successively served as deputy director of the general office and director of the information center of Petrochina Company Limited(601857) Natural Gas Corporation, deputy director and director of the Department of policies and regulations of the State Administration of petroleum and chemical industry (at the level of the main office and bureau of ministries and commissions), Secretary of the Party committee and deputy general manager of Petrochina Company Limited(601857) refining and sales company, director of the general office of Petrochina Company Limited(601857) natural gas group company, assistant general manager and director of the general office of Petrochina Company Limited(601857) natural gas group company, Deputy director of the consulting center, Petrochina Company Limited(601857) and vice secretary of the Party committee and vice president of the Chemical Industry Federation, executive director of China Energy Research Association, executive director of the national think tank of Petrochina Company Limited(601857) economic and Technological Research Institute, etc. He has been an independent director of the company since April 2019. At present, he is also an independent director and Cosco Shipping Energy Transportation Co.Ltd(600026) independent director of China Aviation Oil (Singapore) Co., Ltd.
Cheng Fengchao: Chinese nationality, born in June 1959, doctor of management, researcher of financial science, Chinese certified public accountant and certified asset appraiser. He once worked in China Investment Co., Ltd. (Central Huijin Company) and served as an expatriate Industrial And Commercial Bank Of China Limited(601398) director, an expatriate Agricultural Bank Of China Limited(601288) director and a supervisor of Everbright Group; Member of the first, second and third M & A committees of CSRC, member of the third M & a expert advisory committee, and vice chairman of the second M & A financing Committee of China Association of listed companies. Doctoral supervisor of Hunan University and distinguished professor of Chinese Academy of social sciences. He is currently the president of Beijing Centergate Technologies (Holding) Co.Ltd(000931) Guorui finance and Industry Development Research Association, and served as an independent director of the company from April 2019 to December 2021. He has resigned as an independent director of the company (relevant matters have been announced in the information disclosure newspapers designated by the CSRC and the website of Shanghai Stock Exchange on December 4, 2021). Liu Xinghua: Chinese nationality, born in July 1967, doctor of management, postdoctoral in Applied Economics. He used to be a senior researcher of CSI Financial Research Institute. He is now a distinguished professor of the Institute of higher management of Tongji University and concurrently the director of the China Economic Research Center of the Chinese Academy of Sciences. He has been an independent director of the company since December 2021.
Han Lu: Chinese nationality, born in October 1971, certified public accountant and certified asset appraiser. He has successively served as a member of the financial department of Jinan Township Enterprise Bureau, deputy director of Jinan Second accounting firm, executive deputy director of Shandong Zhongheng accounting firm, director and deputy general manager of Shandong qianju accounting firm and director of Jinan Branch, director and deputy general manager of Beijing tianyuanquan accounting firm and director of Shandong branch, and director of Shandong Council of certified public accountants. Since August 2018, he has served as an independent director of the company. At present, he also serves as the executive partner of Shandong Guowei Certified Public Accountants (general partnership), the executive partner of Xinyu Gaode Investment Center (limited partnership), the supervisor of Jinan Water Group Co., Ltd., the supervisor of Jinan Urban lighting Engineering Co., Ltd., and the supervisor of Jinan municipal public assets management and Operation Co., Ltd.
(II) independence
As an independent director of the company, we do not hold any position in the company other than an independent director, nor do we hold any position in the company's major shareholder unit, and there is no relationship with the company and its major shareholders or interested institutions and personnel that may hinder our independent and objective judgment, We have not obtained additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel. Therefore, there is no situation that affects our independence.
2、 Annual performance of independent directors
(I) attendance
In 2021, the company held 8 meetings of the board of directors and 4 general meetings of shareholders. We carefully review every proposal of the company, express independent opinions, exercise our voting rights objectively and prudently, pay attention to safeguarding the interests of shareholders and the company, and earnestly perform the duties of independent directors. The details of independent directors attending the board of directors and shareholders' meeting in 2021 are as follows:
Participation in the board of directors and the general meeting of shareholders
The name of the independent director should attend the number of times in this year. Is there two consecutive times of attending the board of directors of shareholders? The number of times of not attending the meeting in person plus the number of meetings
Li Runsheng 8 8 0 No 3
Cheng Fengchao 8 8 0 No 2
(resigned)
Liu Xinghua 0 No 1
Han Lu 8 0 No 4
We fully performed the duties of independent directors, carefully reviewed the proposal information before the meeting, and timely learned the background information of the proposal from the company. During the deliberation of the proposal, we made full use of our professional knowledge, fully expressed independent opinions according to our independent judgment, put forward reasonable suggestions and opinions on the proposal of the board of directors, and played a positive role in the scientific decision-making of the board of directors of the company.
In 2021, all of us attended the 2020 annual general meeting of shareholders of the company.
(II) on site investigation and the company's cooperation with independent directors
As an independent director of the company, we made full use of the opportunity of attending meetings on site and investigating and understanding the company during the audit of the company's annual report in the preparation of the company's periodic reports, related party transactions, external guarantees and other matters, and put forward constructive opinions and suggestions on the relevant proposals of the company's board of directors by using professional knowledge and enterprise management experience, And gave full play to the role of guidance and supervision. We maintain close contact with the company's management and always pay attention to the public reports of the company by the media. The management of the company attaches great importance to communication with us and regularly reports the production and operation of the company and the progress of major events, which provides complete conditions and support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
As an independent director of the company, we actively reviewed the proposals of the board meeting of the company in 2021 and other major matters, carefully discussed, reviewed and demonstrated various matters, made efforts to complete the duties performed by the independent directors of the company, and expressed independent opinions on relevant matters of the company.
1. It is expected that the 2021st annual meeting of the board of directors of the independent company has reviewed and issued opinions on the above matters required by the law of the people's Republic of China on the fair trading of related companies and the articles of association of related companies, which are in line with the requirements of the 2021st annual meeting of the independent company The principle of open and fair marketization, and the transaction price is determined through consultation with reference to the market price, which does not harm the interests of the company and will not affect the independence of the company.
2. In view of the matters considered at the third meeting of the second board of directors of the company on Partially Adjusting the forecast of daily connected transactions in 2021, we give prior approval and express independent opinions that the daily connected transactions in 2021 to be adjusted are determined according to the needs of the company's business development, and the transaction prices are based on the principles of openness, fairness and impartiality, Pricing is based on the market price of third-party information institutions and similar products, which is in line with the interests of the company and all shareholders, and there is no behavior damaging the interests of minority shareholders of the company.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee.
(III) use of raised funds
1. In view of the matters considered at the third meeting of the second board of directors of the company on the use of raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses, we express our independent opinion that the replacement time of the company's raised funds is less than 6 months from the arrival time of the raised funds, The replacement of self owned funds invested in the raised funds investment projects in advance and paid issuance expenses will not affect the normal progress of the raised funds investment projects, and there is no change or disguised change in the investment direction of the raised funds and damage the interests of shareholders, Comply with the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies. In conclusion, we agree that the company will use the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses.
2. In view of the matters on the use of temporarily idle raised funds and self owned funds for cash management considered at the third meeting of the second board of directors of the company, we express independent opinions that the products invested by temporarily idle raised funds of the company meet the capital preservation requirements, The company's use of temporarily idle raised funds and self owned funds for cash management will not affect the normal operation of the investment plan of raised funds, nor will it have a negative impact on the company's main business. At the same time, it is conducive to improving the use efficiency of idle raised funds and self owned funds and obtaining more investment returns for the company and shareholders, It complies with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the measures for the administration of funds raised by listed companies of Shanghai Stock Exchange, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of funds raised by listed companies.
To sum up, we agree that the company will use idle raised funds of no more than RMB 2.463 billion and its own funds of no more than RMB 3.600 billion for cash management, and agree to submit the matter to the general meeting of shareholders for deliberation.
(IV) appointment of senior managers
1. With regard to the appointment of the general manager, the Secretary of the board of directors and other senior managers discussed at the first meeting of the second board of directors of the company, we express independent opinions that they have the qualifications of directors and senior managers stipulated in the company law and other relevant laws and regulations and the articles of association, and there is no relevant law such as the company law It is in the long-term interests of the company to be prohibited from serving as directors and senior managers of the company as stipulated in laws and regulations and the articles of association. The election of the general manager of the company and other relevant proposals have been deliberated and adopted at the first meeting of the second board of directors. The convening, convening and voting procedures and methods of the meeting comply with the company law, securities law and other laws and regulations and the relevant provisions of the articles of association.
To sum up, we agree to appoint Li Xiumin as the general manager, Cui Zhanxin, Chen Chengen, Cui Rumin and Ma Xiao as the deputy general managers, LV Liqiang as the Secretary of the board of directors and song Chengguo as the chief financial officer of the company.
2. With regard to the nomination of candidates for independent directors considered at the fifth meeting of the second board of directors of the company, we express our independent opinion that Liu Xinghua has the qualification of holding the post of independent director of the company in accordance with the company law and other relevant laws and regulations, and there is no situation that Liu Xinghua is not allowed to serve as independent director of the company in accordance with the company law and other relevant laws and regulations, Mr. Liu Xinghua has not obtained the independent director qualification certificate yet. He has promised to participate in the latest independent director qualification training and obtain the independent director qualification certificate. The appointment of Mr. Liu Xinghua as an independent director of the company is in the long-term interests of the company.
In conclusion, we agree to nominate Mr. Liu Xinghua as the candidate for independent director of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation after the candidate for independent director has been reviewed and approved by Shanghai Stock Exchange and other regulatory authorities.
3. In view of the nomination of the company's deputy general manager discussed at the fifth meeting of the second board of directors, we express our independent opinion that LV Liqiang and song Chengguo have the qualifications specified in the company law and other relevant laws and regulations, and there is no situation that they are not allowed to serve as the company's deputy general manager specified in the company law and other relevant laws and regulations. We appoint LV Liqiang Song Chengguo is the deputy general manager of the company, which is in line with the long-term interests of the company.
In conclusion, we agree that the company will appoint Mr. LV Liqiang and Mr. Song Chengguo as deputy general managers of the company.
(V) performance forecast and performance express
The company was listed on September 15, 2021. During the reporting period, no separate performance notice and performance express were issued, and no correction of performance express and performance advance notice occurred.
(VI) appointment of accounting firms
We give prior approval to the company's proposed appointment of financial audit institution and internal control audit institution in 2021, and express independent opinions as follows:
Since ShineWing Certified Public Accountants (special general partnership) is an audit institution (accounting firm) in compliance with the provisions of the securities law, has the experience and ability to provide audit services for listed companies and can meet the requirements of the company's future financial audit and internal control audit, the company appointed it as the company's financial audit institution and internal control audit institution in 2021, It is conducive to ensuring the smooth progress of the company's financial audit and the continuity of the audit work, and will not damage the legitimate rights and interests of the company and all shareholders. It is agreed that the company will appoint ShineWing certified public accountants as the financial audit institution and internal control audit institution of the company in 2021 for one year.
(VII) cash dividends and other investor returns
During the reporting period, the company had no cash dividends or other investor returns.
(VIII) commitment of the company and shareholders
