Report on the work of independent directors in 2021 (he Yongjun)
Dear directors
In 2021, as an independent director of the third board of directors of Rianlon Corporation(300596) (hereinafter referred to as “the company”), he Yongjun strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the rules for independent directors of listed companies and the Listing Rules of GEM stocks of Shenzhen Stock Exchange In accordance with the requirements of relevant laws and regulations such as the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association of Rianlon Corporation(300596) company (hereinafter referred to as the “articles of association”) and the working system of Rianlon Corporation(300596) independent directors, faithfully perform the duties of independent directors, give full play to the independent and professional role of independent directors, and be diligent and responsible, Actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major issues of the company, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attending company meetings and expressing independent opinions
In 2021, the company held 8 meetings of the board of directors and 5 general meetings of shareholders. As an independent director of the company, I actively participated in the board of directors and general meetings of shareholders held by the company, and attended them in person without authorization or absence. I have carefully considered all the proposals submitted to the board of directors, actively participated in the discussion of various topics and put forward reasonable suggestions. I believe that the convening and convening of the board of directors and the general meeting of shareholders in 2021 comply with legal procedures, major business decision-making matters and other major matters have followed relevant procedures, which are legal and effective, and all the proposals have not damaged all shareholders Especially the interests of minority shareholders. During the reporting period, I voted in favour, and there was no objection, abstention or objection.
2、 Independent opinions
In 2021, I actively understood the company’s situation, carefully reviewed the proposals of each board of directors, and jointly expressed the following independent opinions on relevant matters with other independent directors of the company in accordance with relevant laws, regulations and relevant systems:
1. On March 9, 2021, I reviewed the proposal on the company’s profit distribution plan in 2020, the proposal on the company’s self-evaluation report on internal control in 2020, and the proposal on the company’s application for bank credit in 2021 The proposal on the company and its subsidiaries using their own funds for cash management, the proposal on the remuneration (allowance) of the company’s directors in 2021, the proposal on the remuneration of the company’s senior managers in 2021, the proposal on the special report on the deposit and actual use of the company’s raised funds in 2020 The proposal on the change of accounting policies issued independent opinions. At the same time, I have issued special instructions and independent opinions on the company’s external guarantee and the occupation of funds by related parties in 2021.
2. March 30, 2021, I have made comments on the matters related to the company’s plan to purchase 922109% equity of Jinzhou Kangtai lubricating oil additives Co., Ltd. (hereinafter referred to as “Kangtai shares”) and raise supporting funds by issuing shares and paying cash at the 20th meeting of the third board of directors of the company and the proposal on the appointment of the Secretary of the board of directors of the company The independent opinions of prior approval and consent were expressed. At the same time, I have expressed my independent opinions on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing.
3. On May 12, 2021, at the 22nd Meeting of the third board of directors of the company, I gave my independent opinions on Rianlon Corporation(300596) issuing shares and paying cash to purchase assets and raise supporting funds (Draft) (Revised Draft) and its abstract.
In May 28th, 4.2021, at the twenty-third meeting of the third board of directors of the company, I issued an advance recognition and agreement on the related issues of adjusting the issue of shares and paying the cash to purchase assets and raising the issue price and issuing amount of the matching funds after the implementation of the 2020 equity allocation plan.
5. On November 30, 2021, at the 26th meeting of the third board of directors of the company, I gave an independent opinion approved and agreed in advance on the proposal on the company’s re employment of the audit institution in 2021.
3、 On site investigation of the company
During my tenure in 2021, I made five on-site visits to the company. Through reviewing the company’s documents, attending various meetings, listening to reports, on-site investigation and other forms, I understand the company’s production, operation and financial status, and supervise the implementation of the company’s internal control system and the operation of the three meetings. At the same time, keep in touch with other directors, supervisors and senior managers of the company, pay attention to the continuous operation of the company, and use their own knowledge background to provide suggestions for the development and standardized operation of the company; For major issues that need to be decided by the board of directors, I review the materials in advance, understand the major issues, and exercise the voting rights independently, objectively and prudently.
4、 Work done to protect the rights and interests of investors
The information disclosure of listed companies is the main source for shareholders, especially small and medium-sized shareholders, to obtain the company’s business information, which is particularly important to protect the interests of small and medium-sized shareholders. During my term of office in 2021, I continued to pay attention to the company’s information disclosure, effectively supervised and verified the timely disclosure of specified information, and effectively safeguarded the legitimate rights and interests of investors and public shareholders.
During the term of office, I communicated with relevant personnel of the company to deeply understand the improvement and implementation of the company’s production and operation, internal control and other systems, the implementation of resolutions of the board of directors, financial management and other related matters, pay attention to the company’s daily operation and governance, and timely understand the company’s daily operation status and possible business risks. I have actively supervised the construction of internal control system, independence, decision-making of major matters and financial management related to corporate governance.
5、 Training and learning
In order to effectively perform the duties of independent directors, I have carefully studied various regulations and systems newly issued by the CSRC and Shenzhen Stock Exchange, deepened my understanding and understanding of relevant laws and regulations regulating corporate governance and protecting the interests of shareholders of the public, and improved my ability to perform my duties through continuous learning, 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 work
1. In 2021, there was no proposal to convene the board of directors;
2. In 2021, there was no proposal to dismiss the accounting firm;
3. In 2021, there was no independent engagement of external audit institutions and consulting institutions.
The above is my performance report during my tenure as an independent director of the company in 2021. In 2021, in the spirit of honesty and diligence, I will actively study relevant laws, regulations and rules, continue to express independent opinions and relevant special instructions in an objective, fair and prudent manner, and actively and effectively perform the duties of independent directors.
It is hereby reported.
independent director:
Yong Jun He
February 25, 2022
