Hunan Sokan New Materials Co.Ltd(688157)
2021 annual report of independent directors
As an independent director of Hunan Sokan New Materials Co.Ltd(688157) (hereinafter referred to as “the company”), in 2021, in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the normative requirements of the articles of Association, the working system of independent directors and other relevant systems, and in line with the attitude of being responsible to all shareholders, we faithfully The independent directors and all shareholders of the company should perform their duties diligently, especially to protect the legitimate rights and interests of all shareholders.
The details of performing the duties of independent directors in 2021 are reported as follows:
1、 Basic information of independent directors
1. Personal work experience, professional background and part-time work
Yan Aimin, male, born in January 1963, Chinese nationality, Han nationality, doctoral candidate in management science and engineering of Central South University, without overseas permanent residency, is currently an independent director of the company. From 1984 to 1986, he served as a teaching assistant in Central South Institute of mining and metallurgy; From 1986 to 1995, he served as a teaching assistant and lecturer in Central South University of technology; Since 1995, he has successively served as an associate professor and professor in Central South University; From 2018 to now, he has served as an independent director in Yifeng Pharmacy Chain Co.Ltd(603939) company; From 2019 to now, he has served as an independent director in Shanghai Hajime Advanced Material Technology Co.Ltd(301000) company; Since December 2021, he has served as an independent director of Guizhou Yishu Pharmaceutical Co., Ltd; Since June 2019, he has served as an independent director of the company.
Huang Jin, male, born in January 1976, Chinese nationality, Han nationality, doctoral candidate in polymer chemistry and physics of Wuhan University, without permanent residency abroad, is currently an independent director of the company. From September 2003 to August 2005, he served as a postdoctoral fellow in the Institute of chemistry, Chinese Academy of Sciences; From August 2005 to July 2015, he served as a professor in Wuhan University of technology; Since August 2015, he has served as a professor in Southwest University; Since June 2019, he has served as an independent director of the company.
Shen Hui, male, born in October 1972, Chinese nationality, Han nationality, doctoral candidate in management of Hunan University, without permanent residency abroad, is currently an independent director of the company. From July 2002 to January 2005, served as deputy general manager of Hunan Hongyi Industrial Co., Ltd; From January 2005 to now, he has served as a teacher of accounting college in Hunan Institute of Finance and economics; Since October 2020, he has served as an independent director of Xingsha Water Group Co., Ltd. in Changsha Economic and Technological Development Zone; Since February 2021, he has served as an independent director of Hunan Lianzhi Technology Co., Ltd; Since June 2019, he has served as an independent director of the company.
2. Is there a description of the situation affecting independence
As an independent director of the company, neither I nor my immediate family holds any shares of the company, nor holds any position in the company other than an independent director, and has no relationship with the company or the controlling shareholder or actual controller of the company; No financial, legal, consulting and other services are provided for the company or its subsidiaries. We have the independence and qualifications required by the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors, can ensure objective and independent professional judgment, and have not been punished by the CSRC and other relevant departments or the stock exchange, There are no circumstances that affect independence.
2、 Annual performance of independent directors
1. Attendance at the meeting
During the reporting period, the company held 9 meetings of the board of directors and 2 meetings of shareholders. The specific attendance is as follows:
Participation of major shareholders in the board of directors
Board of directors
Name: are you present in person twice in a row
In this year, the majority of shareholders who should attend the entrusted attendance and absent attendance times (including communication times) did not attend in person
Number of board meetings (number of meetings attended) plus meetings
Yan Aimin 9 9 0 0 No 2
Huang Jin 9 9 0 0 0 No 2
Shen Hui 9 9 0 0 0 No 2
2. Independent opinions issued during the reporting period
No. independent opinions expressed at the session
1. On the appointment of the general manager, deputy general manager, Secretary of the board of directors and chief financial officer of the company
1. Independent opinions;
One meeting
2. Independent opinions on granting restricted shares to incentive objects for the first time.
The first of the second session of the board of directors is about the profit distribution plan in 2020;
two
4th meeting 2. Proposal on re employment of the audit institution in 2021;
3. Proposal on Directors’ remuneration in 2021;
4. Proposal on the remuneration of senior managers in 2021;
5. Evaluation report on internal control in 2020;
6. Special report on the deposit and actual use of raised funds in 2020; 7. Proposal on requesting the general meeting of shareholders to authorize the board of directors to issue shares to specific objects through summary procedures.
Independence of the second session of the board of directors 1. Proposal on the use of temporarily idle raised funds for cash management 3
See you at the fifth meeting.
1. Special report on the deposit and actual use of raised funds in the half year of 2021 4
Report of the sixth meeting.
1. Independent opinions on adjusting the grant price of restricted stock incentive plan in 2020;
2. The second session of the independent board of directors on the cancellation part of 2020 restricted shares that have been granted but not yet vested
5. Opinions;
Eighth meeting
3. Independent opinions on granting reserved restricted shares to incentive objects;
4. Independent opinions on the use of bank acceptance bills to pay the funds required for raised investment projects and replace them with the raised funds in equal amount.
Independent opinions on the appointment of Wang Weiguo as the general manager of the company;
six
The 9th meeting 2. Independent opinions on the use of some over raised funds to permanently supplement working capital.
As an independent director of the company, we carefully reviewed the meeting materials of the board of directors and various special committees, independently and prudently expressed our opinions on the basis of full understanding of the situation, put forward reasonable suggestions and opinions to the company in combination with our own professional knowledge, and exercised our voting rights at the meetings of the board of directors and various special committees to safeguard the overall interests of the company and the interests of minority shareholders. In 2021, we had no objection to the proposals of the board of directors and other matters of the company, and voted for all the proposals.
3. Site investigation
In 2021, we conducted a field visit to the company and conducted work interviews with relevant departments, focusing on the company’s production and operation status, the construction and implementation of management and internal control systems, and the implementation of resolutions of the board of directors. No abnormalities were found. At the same time, pay close attention to the impact of external environment and market changes on the company, timely learn the publicity and reports of the company related to the media, Internet and other public media, master the operation dynamics of the company, maintain smooth contact with other directors and senior managers of the company, and supervise the standardized operation of the company.
It provides us with necessary conditions. The management of the company also attaches great importance to communication with us, timely reports the progress of the company’s production and operation and major matters, and provides better assistance for independent directors to perform their duties. 3、 Work done in protecting the legitimate rights and interests of investors
1. In 2021, the independent directors carefully reviewed the proposal materials and relevant introductions provided by the company, and exercised their voting rights independently, objectively and prudently on this basis.
2. Supervise and verify the authenticity, accuracy, timeliness and completeness of the company’s information disclosure; 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 the majority of public shareholders.
3. In order to better perform their duties and give full play to the role of independent directors, they have continuously studied the laws and regulations related to the performance of their duties, actively participated in various trainings organized by regulators, understood the development and regulatory focus of the securities market, and improved the awareness of protecting the legitimate rights and interests of the company and investors.
4、 Key matters concerned in the annual performance of independent directors
1. Related party transactions
During the reporting period, the company had no related party transactions.
2. External guarantee and fund occupation
During the reporting period, there was no external guarantee for the company and its holding subsidiaries, and there was no occupation of non operating funds by the controlling shareholders and their related parties.
3. Use of raised funds
During the reporting period, the deposit and use of the company’s raised funds complied with the relevant provisions of the CSRC and Shanghai Stock Exchange, and the use procedures of the raised funds were standardized. There was no behavior of changing the purpose of the raised funds in a disguised form, nor did it damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
4. Appointment and remuneration of senior managers
During the reporting period, the company appointed the general manager, deputy general manager, Secretary of the board of directors and chief financial officer. We reviewed the candidates’ qualifications, educational experience, work background and professional ability, and expressed independent opinions. The appointment of senior managers by the company complies with the provisions of laws and regulations and the articles of association.
During the reporting period, the company strictly followed the salary of senior managers and relevant incentive and assessment systems, and the formulated salary system, incentive and assessment system and salary distribution procedures were in line with relevant laws and regulations and the articles of association.
5. Performance forecast and performance express
The company disclosed the performance in time according to the requirements of the company’s performance notice and relevant regulatory notice during the reporting period.
6. Appointment or replacement of accounting firms
During the reporting period, the company continued to employ Tianzhi International Certified Public Accountants (special general partnership) as the audit institution in 2021. After review, Tianzhi International Certified Public Accountants (special general partnership) is qualified for auditing securities and futures related businesses. During the employment period, it can perform its duties and issue audit reports for the company objectively and fairly in accordance with independent audit standards. The relevant work meets the development needs of the company and the relevant national laws, regulations and rules, It does not harm the interests of the company and shareholders.
7. Cash dividends and other investor returns
During the reporting period, the company implemented the profit distribution plan for 2020 and distributed a cash dividend of 3.3 yuan (tax included) to all shareholders for every 10 shares, with a total dividend of 2626800000 yuan (tax included). The 2020 profit distribution plan comprehensively considers the company’s business plan and capital expenditure. The decision-making procedures and mechanisms are complete, in line with the provisions of the articles of association and relevant review procedures, and there is no case of relevant shareholders abusing their rights to improperly intervene in the company’s decision-making.
8. Performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
9. Implementation of information disclosure
During the reporting period, the company performed the obligation of information disclosure in strict accordance with the regulations, ensured the timeliness and fairness of information disclosure, and effectively safeguarded the legitimate rights and interests of the company’s shareholders.
10. Implementation of internal control
During the reporting period, the company continued to deepen and improve the construction of the internal control system, establish and improve the internal control system, and strengthen the implementation, implementation and supervision of the internal control system in strict accordance with the regulatory requirements and in combination with the actual business needs. The company’s internal control system meets the requirements of relevant laws and regulations and securities regulatory authorities, and there are no major defects.
11. Operation of the board of directors and its subordinate professional committees
The board of directors of the company has strategic
