Report on the work of independent directors in 2021 (Chen Ligong)
Dear directors
As an independent director of the third board of directors of Rianlon Corporation(300596) (hereinafter referred to as "the company"), I, Chen Ligong, strictly abide by 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 shares of Shenzhen Stock Exchange 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"), the working system of Rianlon Corporation(300596) independent directors (hereinafter referred to as the "working system of independent directors") and other provisions of the company's internal control system, have been faithful, diligent and conscientious in their work in 2021, Attended all board meetings and shareholders' meetings on time, carefully considered various proposals and relevant materials of the board of directors, and expressed independent, objective and professional opinions on relevant matters, effectively safeguarding the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at company meetings
In 2021, the company held 8 meetings of the board of directors and 5 meetings of shareholders (including 1 meeting of the annual general meeting and 4 meetings of the extraordinary general meeting), all of which were attended in person without entrustment or absence. In accordance with the requirements of the articles of association and the rules of procedure for independent directors, I carefully review the proposal, share my professional knowledge and experience, put forward reasonable suggestions, and exercise the corresponding voting rights in a prudent manner. In my opinion, the convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
2、 Opinions of independent directors
In 2021, I kept full communication with the management of the company on the relevant matters considered by the board of directors, understood the operation of the company in detail, and expressed prior approval opinions and independent opinions on the following matters:
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、 Work of the professional committee of the board of directors
The board of directors of the company has four special committees: Audit Committee, salary and assessment committee, strategy committee and Nomination Committee. As chairman of the remuneration and assessment committee, member of the nomination committee and member of the strategy committee, I performed the following duties in 2021:
As the chairman of the remuneration and assessment committee of the board of directors of the company, I actively convene and preside over the meeting of the remuneration and assessment committee. During the reporting period, the remuneration and assessment committee of the board of directors of the company held one meeting. I personally attended and conducted an objective and fair assessment of the work of directors and senior managers in the previous year in strict accordance with the working system of independent directors and other relevant regulations, and carefully reviewed the work of directors and senior managers in the current year from the actual situation of the company Salary and assessment scheme for senior managers. In my daily work, I paid attention to fully understand the performance of directors and senior executives, supervised the actual implementation of the company's salary assessment system and incentive mechanism, and earnestly performed the duties of the chairman of the salary and assessment committee.
As a member of the nomination committee of the board of directors of the company, I actively participated in the daily work of the nomination committee and performed the duties of a member of the nomination committee in accordance with the provisions of the company's independent director appointment and rules of procedure and other relevant systems.
As a member of the strategy committee of the board of directors of the company, I conducted in-depth exchanges and discussions with the management of the company on the future development strategy, actively participated in the meetings of the strategy committee, deeply understood the strategic layout of the company, and carefully considered the relevant proposals in strict accordance with the provisions of the working system of independent directors and other relevant systems. In my daily work, I actively understand the company's operation and industry development, put forward opinions on the company's strategic decisions, studied and made suggestions on the company's long-term development strategy and major investment decisions, and earnestly fulfilled the responsibilities and obligations of the members of the strategy committee.
4、 On site investigation of the company
In 2021, I took advantage of the opportunity to attend the board of directors, shareholders' meeting and other times to communicate with the company's management, carefully listened to the company's management's report on the company's business development strategy and overall operation, and understood the company's production and operation status, financial status, system construction and current situation, and the implementation of the resolutions of the board of directors. And through telephone and email, keep close contact with other directors, senior managers and relevant staff, timely grasp the progress of various important matters of the company, pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions and opinions on the operation and management of the company.
5、 Work done to protect the rights and interests of investors
As an independent director of the company, I pay attention to the company's information disclosure and urge the company to improve the company's information disclosure management system in accordance with the management measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem and other laws and regulations; Ensure that the company's information disclosure is true, accurate, complete, timely and fair; Supervise and verify the performance of directors and senior executives, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the interests of the company and investors, especially small and medium-sized investors. As an independent director of the company, in 2021, I effectively supervised and inspected the performance of directors and senior managers; Actively attended relevant meetings, carefully reviewed various materials submitted by the company, exercised voting rights independently, objectively and prudently, fully fulfilled the responsibilities of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. 6、 Training and learning
Since I became an independent director, I have actively studied the laws and regulations issued by the China Securities Regulatory Commission, Shenzhen Stock Exchange and other supervision departments, deepened my understanding and understanding of relevant laws and regulations, especially those related to the regulation of corporate governance structure and the protection of social public shareholders' rights and interests, and continuously improved my ability to perform my duties, Form the thinking consciousness of consciously protecting the shareholders' rights and interests of the public, improve better opinions and suggestions for the company's scientific decision-making and risk prevention, and better protect the rights and interests of investors.
7、 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.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, give full play to my personal expertise, and provide various valuable reference opinions for the healthy development of the company. It is hereby reported.
independent director:
Chen Ligong
February 25, 2022
