Henan Liliang Diamond Co.Ltd(301071)
2021 annual report of independent directors
(Chen Jiangbo)
As an independent director of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as the “company”), I strictly comply with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the Listing Rules of gem shares of Shenzhen stock exchange Relevant laws and regulations such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and the provisions and requirements of Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the “articles of association”) and Henan Liliang Diamond Co.Ltd(301071) independent director working system (hereinafter referred to as the “independent director working system”), Faithfully perform the duties of independent directors, fulfill the obligations of integrity and diligence, always stand in an independent and impartial position, participate in the company’s decision-making, give full play to the role of independent directors, actively promote the company’s sound internal control system and standardized operation, and safeguard the legitimate interests of all shareholders of the company, especially small and medium-sized shareholders. The report on the performance of the duties of independent directors in 2021 is as follows:
1、 Attendance at company meetings
In 2021, the company held 7 meetings of the board of directors and 3 meetings of the general meeting of shareholders. My attendance at the meeting is as follows:
Attendance at the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates
Discussion situation
Whether the board of directors has held two consecutive meetings, and the non voting shares shall be present in person and absent times
The number of times the board of directors did not attend the meeting in person
Count the number of meetings
7 0 0 No 3 3
I actively participated in all the meetings of the board of directors held by the company and the general meeting of shareholders that need to attend as nonvoting delegates, and attended the meeting in person without being absent from the meeting. In strict accordance with the rules for independent directors of listed companies and other relevant laws and regulations, the articles of association and the working system of independent directors, I have scrupulously performed my duties and performed my duties diligently, and actively attended the meetings of the board of directors and the general meeting of shareholders of the company. Take the initiative to understand and obtain the information required for decision-making before the meeting, carefully consider each proposal at the meeting, actively participate in the discussion and put forward reasonable suggestions. At the same time, actively go deep into the company’s site to understand the company’s production and operation status, the construction of internal control and the implementation of the resolutions of the board of directors and the general meeting of shareholders, pay attention to the impact of changes in the external environment on the company, and make use of their own professional knowledge and ability to analyze the daily operation, employment and annual report of the company during the reporting period The internal control report issued independent, objective and impartial opinions on audit institutions and other matters, which played a positive role in the scientific and objective decision-making of the board of directors and the sound development of the company, and effectively safeguarded the overall interests of the company.
2、 Independent opinions
In 2021, I actively understood the company’s situation, carefully reviewed the proposals of the previous board of directors, and expressed independent opinions on the following matters in an objective and impartial manner in accordance with the provisions of the rules for independent directors of listed companies, the working system of independent directors and other relevant systems:
Date of meeting meeting meeting session issue of independent opinion type of opinion
On related parties for the public
The eighth division of the second board of directors and the credit granting of its subsidiaries
Agreed on July 3, 2021
Provision of guarantee and related party for this meeting
Transaction proposal
On the use of raised funds
Advance investment of fund replacement
Self raised funds for investment projects
And paid issuance fees
Proposal on
The 10th Session of the second board of directors
On September 28, 2021, it was agreed to adjust some raised investment projects
Meeting
Funds to be invested
Close the bill
Temporarily idle in use
Cash purchase of raised funds
Proposal on financial management
The 10th of the second board of directors
Agreed on November 4, 2021
The second meeting has funds to buy bank managers
Financial proposal
To authorize the company to idle
Cash from own funds
Management proposal
In the company and wholly-owned subsidiaries
The company applies to financial institutions
Proposal on financing limit
3、 Performance of special committees of the board of directors
The board of directors of the company consists of four special committees: Audit Committee, strategy committee, salary and assessment committee and Nomination Committee.
In 2021, in accordance with the company law, the articles of association and other relevant provisions, the special committees of the board of directors actively and seriously performed their duties to promote the standardized operation of the company.
As a member of the strategy committee and the convener of the remuneration and assessment committee, my performance in 2021 is as follows:
The company did not hold meetings of strategy committee and salary and assessment committee in 2021.
4、 On site investigation of the company
I took the opportunity of attending the general meeting of shareholders and the board of directors to make an on-site investigation of the company, understand the operation, internal control and financial status of the company, maintain close contact with other directors, senior executives and relevant staff of the company, timely learn the progress of major matters of the company, and always pay attention to the impact of external environment and market changes on the company, Actively put forward suggestions on the operation and financial management of the company.
5、 Work done in protecting the rights and interests of investors
1. I actively attended relevant meetings of the company, gave full play to my professional advantages, carefully reviewed all proposals and relevant materials, expressed opinions and exercised voting rights independently, fairly and prudently, and earnestly safeguarded the interests of all shareholders, especially small and medium-sized shareholders.
2. I continue to pay attention to the company’s information disclosure and urge the company to implement the information disclosure in strict accordance with the requirements of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules; 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.
3. I carefully listened to the company’s regular reports on financial status and operation, communicated with accountants, and urged the company to promote financial and audit work in accordance with the standard requirements.
4. I have actively studied relevant laws, regulations and rules and regulations, further deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders’ rights and interests of the public, continuously improved my ability to protect the interests of the company and investors, and deepened my ideological awareness of consciously protecting the shareholders’ rights and interests of the public.
6、 Training and learning
Since I became an independent director, I have carefully studied the relevant laws and regulations and relevant normative documents of the CSRC and Shenzhen Stock Exchange to improve my ability to perform my duties. Effectively strengthen the ability to protect the interests of the company’s investors and form the ideological consciousness of consciously protecting the interests of the public shareholders.
7、 Other working conditions
1. This year, there was no proposal to convene the board of directors;
2. In this year, no independent director proposed to hire or dismiss an accounting firm;
3. This year, there was no independent engagement of external audit institutions and consulting institutions.
The above is my performance of duties as an independent director of the company in 2021. In 2022, I will continue to perform the duties of an independent director diligently and conscientiously in strict accordance with the requirements of relevant laws and regulations, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Please consider the above report.
(there is no text on this page, which is the signature page of Henan Liliang Diamond Co.Ltd(301071) 2021 annual report of independent directors.) independent directors:
Jiang Bo Chen
