Report on the work of independent directors in 2021 (Li Hongmei)
Dear directors
As an independent director of the third board of directors of Rianlon Corporation(300596) (hereinafter referred to as “the company”), I, Li Hongmei, 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 shares of Shenzhen Stock Exchange in 2021 According to 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”), the working system of Rianlon Corporation(300596) independent directors (hereinafter referred to as the “working system of independent directors”) and other relevant regulations, regularly understand and inspect the operation of the company, Conscientiously performed the duties of independent directors, scrupulously performed their duties and performed their duties diligently; Actively attend relevant meetings, carefully review the meeting proposals and relevant materials, actively participate in the discussion of various topics and put forward many reasonable suggestions, express independent opinions on relevant matters of the board of directors, give full play to the role of independent directors, and strive to safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
In accordance with the relevant requirements of the rules for independent directors of listed companies and the guidelines for the standardized operation of companies listed on the growth enterprise market of Shenzhen Stock Exchange issued by the CSRC, I hereby report my performance of independent director duties in 2021 as follows:
1、 Attendance at company meetings
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. Based on the principles of diligence, pragmatism, honesty and responsibility, I took the initiative to understand the matters considered at the meeting and obtain the information required for making decisions before the board of directors. At the board of directors, I carefully reviewed the proposal, maintained full communication with the company’s management, actively participated in the discussion of various topics and put forward reasonable suggestions, and exercised the voting right with a cautious attitude, Safeguard the overall interests of the company and the rights and interests of minority shareholders.
In my opinion, the convening of the board of directors and the general meeting of shareholders in 2021 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 accordance with the requirements of the articles of association, the working system of independent directors and relevant laws, regulations and normative documents, as an independent director, I make an objective, fair and independent judgment based on my professional knowledge and ability on the relevant matters considered by the board of directors in 2021, Together with the other three independent directors, they expressed their consent 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 and risk control committee, salary and assessment committee, strategy committee and Nomination Committee. As the chairman of the audit and risk control committee and the member of the remuneration and assessment committee, I performed the following duties in 2021:
This year, the audit and risk control committee was held four times in total. As the chairman of the audit and risk control committee of the board of directors of the company, I personally attended and carefully considered various proposals and relevant materials in accordance with the provisions of the company’s independent director appointment and rules of procedure and other relevant systems. The audit and Risk Control Committee presided over the communication and review of the preparation and disclosure of the annual report, reviewed the company’s internal control system and its implementation, reviewed the company’s important accounting policies, regularly understood the company’s financial status and operating results, supervised and guided the internal audit department to conduct regular and irregular inspection and evaluation of the company’s financial management and operation, Carefully review the company’s quarterly report, interim report and other regular reports, as well as the company’s continued employment of audit institutions. In terms of annual report audit, we strengthened the communication with audit institutions before and after entering the site, carefully reviewed the audit opinions issued by audit institutions, mastered the work arrangement and progress of annual report audit, and maintained the independence of audit; Earnestly fulfilled the duties of the chairman of the audit and risk control committee.
As a member of the remuneration and assessment committee of the board of directors of the company, I actively participated in the meetings of the remuneration and assessment committee. During the reporting period, I personally attended and conducted an objective and fair evaluation on the work of directors and senior executives in the previous year in strict accordance with the working system of independent directors and other relevant regulations, and carefully considered the salary and evaluation scheme of directors and senior executives in the current year based on the actual situation of the company. In my usual 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 members of the salary and assessment committee.
4、 On site investigation of the company
In 2021, I continued to pay attention to the company’s corporate governance, internal control and production and operation, carefully reviewed the company’s relevant materials and put forward suggestions. Through effective supervision and inspection, fully perform the duties of independent directors, and promote the scientificity and objectivity of the decision-making of the board of directors. By taking advantage of the opportunity of attending the board of directors and the general meeting of shareholders, he made many on-site visits to the company and carefully listened to the reports of the relevant staff of the company on the production and operation, financial status, system construction and current situation of the company and the implementation of the resolutions of the board of directors. And keep close contact with other directors, senior managers and relevant staff through telephone and e-mail to timely understand the progress of major matters of the company. In addition, I always pay attention to the impact of the external environment and market changes on the company, pay attention to the relevant reports of the public media on the company, timely understand and master the current situation of the company, and put forward suggestions and opinions on the operation and management of the company.
5、 Work done to protect the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules and Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure.
2. As an independent director of the company, I effectively supervised and inspected the performance of directors and senior managers in 2021; 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 always paid attention to learning the latest management regulations and accounting standards, deepening my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, and actively participated in the training organized by the superior regulatory authorities and the company in various ways, Comprehensively understand the management systems of listed companies, continuously improve their professional level and professional competence, continuously improve their ability to perform their duties, form the awareness of consciously safeguarding the rights and interests of social public shareholders, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation, Earnestly safeguard the rights and interests of the company and all shareholders. 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.
The above is my report on performing the duties of independent director in 2021. In 2022, I will continue to conscientiously, prudently, faithfully and diligently perform the duties of independent directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
It is hereby reported.
independent director:
Li Hongmei
February 25, 2022
