Report on the work of independent directors in 2021 (Hou Weiman)
Dear directors
As an independent director of the third board of directors of Rianlon Corporation(300596) (hereinafter referred to as “the company”), Hou Weiman strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange In accordance with the requirements of the rules for independent directors of listed companies and other relevant laws and regulations, the Rianlon Corporation(300596) articles of Association (hereinafter referred to as the “articles of association”) and the Rianlon Corporation(300596) working system for independent directors, faithfully perform the duties of independent directors, give full play to the independent and professional role of independent directors, be diligent and conscientious, and actively attend relevant meetings, Carefully deliberated 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、 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. Take the initiative to understand the matters discussed at the meeting, carefully review the proposal, exercise the voting right with a cautious attitude on the basis of maintaining full communication with the company’s management, and 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. I have voted in favor of all the proposals on the board of directors, without negative vote or abstention.
2、 Opinions of independent directors
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、 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 nomination committee and the member of the audit and risk control committee, I performed the following duties in 2021:
As the chairman of the nomination committee of the board of directors of the company, I presided over the daily work of the nomination committee, paid attention to the performance of the directors and senior managers of the company, and communicated with the directors, supervisors and senior managers of the company in accordance with the provisions of the rules of procedure for the appointment of independent directors and other relevant systems of the company, Earnestly fulfilled the responsibilities and obligations of the director of the nomination committee.
As a member of the audit and risk control committee of the board of directors of the company, I actively participate in the work of the audit and risk control committee, review the preparation of the company’s annual financial report, participate in the continued employment of the annual audit institution, and review the implementation of the company’s internal control system in accordance with the provisions of the company’s independent director appointment and rules of procedure and other relevant systems, Regularly understand the company’s financial status and operating results, review the company’s quarterly report, interim report and other periodic reports and the use of raised funds, and perform the duties of members of the audit and risk control committee. 4、 On site investigation of the company
During my tenure in 2021, I took advantage of the opportunity to attend the board of directors and shareholders’ meeting and other times to make on-site visits to the company for many times. At the same time, I also made on-site inspections to the company from time to time to understand the company’s production and operation, management, internal control and other system construction and implementation, financial status and standardized operation. I actively communicate with the company’s supervisors, management and relevant staff. In case of doubt, I further require the staff to provide relevant documents for reference, discuss relevant matters with other independent directors, 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
Effectively performed the duties of independent directors. Pay timely attention to the information disclosure of the company, urge the company to complete the information disclosure in a true, timely and complete manner in accordance with the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, the articles of association, the information disclosure management system and other relevant provisions, and effectively safeguard the legitimate rights and interests of the company and shareholders.
Continue to pay attention to the company’s information disclosure. Urge the company to timely, accurately and completely disclose relevant reports in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the administrative measures for information disclosure, remind the company to keep the telephone of investors unblocked, pay attention to the communication with investors, and safeguard the interests of the company and investors.
6、 Training and learning
In 2021, I carefully studied various laws, regulations and relevant systems newly issued by the CSRC and Shenzhen Stock Exchange, deepened my understanding and understanding of relevant laws and regulations such as regulating the corporate governance structure and protecting the interests of social public shareholders, actively participated in relevant trainings organized by the company in various ways, and had a more comprehensive understanding of various systems of company management, Continuously improve their ability to perform their duties, form the ideological awareness of consciously protecting shareholders’ rights and interests, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
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.
In 2022, I will continue to faithfully, diligently and conscientiously perform the duties of independent directors in accordance with the provisions and requirements of relevant laws and regulations on independent directors, give full play to the role of independent directors, safeguard the legitimate rights and interests of all shareholders, especially minority shareholders, and play a positive and beneficial role in promoting the steady development of the company, establishing a good image of honesty and trustworthiness of the company.
independent director:
Hou Weiman
February 25, 2022
