Inner Mongolia Dazhong Mining Co.Ltd(001203)
Report on the work of independent directors in 2021
(Wang Lixiang)
Dear shareholders and shareholder representatives
As an independent director of the 5th board of directors of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as "the company"), in 2021, I strictly followed the provisions of the company law, the securities law, the governance standards of listed companies, the rules for independent directors of listed companies and other laws, regulations and normative documents, as well as the articles of association and detailed rules for the work of independent directors In the principle of objectivity and impartiality, conscientiously, diligently and prudently perform their duties, pay full attention to the development of the company, especially the major business activities, financial status, corporate governance structure and standardized operation, timely understand the operation and financial status of the company, actively attend relevant meetings, carefully consider various proposals of the board of directors and express independent opinions on major matters, Give full play to its independent role, promote the standardized and healthy development of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held 10 board meetings. During my term of office, the company held 7 meetings of the board of directors, and I attended on time without being absent for no reason. The details are shown in the table below:
The on-site attendance during the reporting period is entrusted by the corresponding party. Is it continuous
The name of the meeting shall attend the meeting of the board of directors. The directors shall attend the meeting of the board of directors twice. The absent directors are absent twice
Number of board meetings
Board meeting
Board of directors 7 3 4 0 0 0 no
During the reporting period, I had no objection to all the proposals considered and adopted by the board of directors and voted "in favour".
In 2021, the company held five general meetings, including one annual general meeting and four extraordinary general meetings. During my term of office, I attended the general meetings of shareholders held by all companies as nonvoting delegates, including the second extraordinary general meeting of shareholders in 2021, the third extraordinary general meeting of shareholders in 2021 and the fourth extraordinary general meeting of shareholders in 2021.
In 2021, the convening of the board of directors and general meeting of shareholders of the company complied with legal procedures, and I did not raise any objection to various proposals and other matters of the company.
2、 Giving prior approval and independent opinions
With a diligent and responsible attitude, I carefully reviewed various proposals and relevant materials, actively participated in the communication of the company's management, and made objective analysis and judgment in combination with my professional expertise. The company issued explicit approval opinions in advance on the proposals related to the public issuance of convertible corporate bonds and the acquisition of assets and related party transactions, and agreed to submit the above-mentioned relevant proposals to the sixth meeting of the Fifth Board of directors for deliberation. The independent opinions issued this year are shown in the table below:
Time session opinion item review content opinion disclosure date type
Independent director Guan
Fifth in the company
The proposal on the appointment of senior managers of the company was approved by the 2021st session of the board of directors
6-15 one meeting at a time
Independent matters
Legislative opinion: June 17, 2021
Independent director Guan
Fifth in the company
2021 - approval of the third session of the board of directors on the company's dividend return plan for the next three years
6-29 proposal of the second session (20212023)
Independence of related matters
Legislative opinion: June 30, 2021
The independent director agreed to the proposal on the profit distribution of the company in the half year of 2021
In controlling shareholders
And other related parties
2021 - special report on the actual use of the company occupied by the fifth party
The 8th-19th meeting of the company on the occupation of the company's funds by controlling shareholders and other related parties
Independent opinions and special explanations on the three external guarantees agreed
Special theory of situation
Independent opinions and special consent of Minghe on the external guarantee of the company
See instruction 202108-20
Consent on the company's compliance with the article of public issuance of convertible corporate bonds
Independent opinion
The independent director agreed to the plan of the company's public issuance of convertible corporate bonds
Fifth, independent opinions on the company's plan
2021 - on the approval of Inner Mongolia Dazhong Mining Co.Ltd(001203) may
12-2 independent consent to the rules of meeting of bondholders of convertible companies
Independent opinions on relevant matters
Opinions on Inner Mongolia Dazhong Mining Co.Ltd(001203) public
Consent for the use of funds raised by issuing A-share convertible corporate bonds
202112-03
Time session opinion item review content opinion disclosure date type
Independent opinions on the feasibility analysis report
Independent consent on the report on the use of the company's previously raised funds
Opinions
On the diluted spot return of public issuance of convertible corporate bonds
Independent consent of reporting, filling measures and commitments of relevant subjects
see
About submitting to the general meeting of shareholders to authorize the board of directors to handle this
Independent consent on matters related to the public offering of convertible corporate bonds
Opinions
Consent on acquisition of assets and related party transactions
The proposal on the appointment of the Secretary of the board of directors of the company is approved
3、 Work of the special committee of the board of directors
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee.
As the convener of the audit committee of the 5th board of directors and a member of the strategy committee, nomination committee and remuneration and assessment committee, I actively organized the work of the Committee and played the role of the special committee of the board of directors in strict accordance with the working rules related to the special committee. During my tenure, I mainly performed the following duties:
1. Strategy Committee
As a member of the strategy committee of the board of directors of the company, I reviewed and gave suggestions to other members of the Strategy Committee on the company's future development strategy and major investment decisions, and diligently performed the duties of independent director.
2. Audit Committee
Actively participate in guiding and supervising the improvement of the company's internal audit system and the review of internal control system; Regularly listen to the work report of the company's internal audit department, and put forward suggestions on the company's internal audit procedures and internal control norms, so as to further improve the effectiveness of internal audit and the standardization of the operation of the company's internal control procedures.
3. Nomination Committee
According to relevant regulations, during the reporting period, the company effectively supervised and reviewed the appointment and qualification of directors and senior managers, which promoted the stability of the company's management team.
4. Remuneration and assessment committee
Timely understand the implementation of the company's salary and assessment system, review the directors' salary scheme, and put forward reasonable opinions and suggestions.
4、 Site investigation
1. In 2021, by attending relevant meetings and on-site visits, I communicated with the company's management and relevant departments on site, comprehensively and deeply understood the company's production and operation and standardized operation, verified the company's financial status, internal control, cash management and the implementation of resolutions of the board of directors, and actively paid attention to the development of the company, Supervise and urge the standardized operation of the company.
2. According to the relevant provisions of the annual report of independent directors, during the audit and preparation of the annual report, I fully communicated with the management and audit institutions on the audit schedule, risk judgment and key audit matters of the annual report, carefully listened to the report of the management on the annual operation, checked the key issues concerned in the audit process and put forward relevant suggestions. 5、 Work done to protect the legitimate rights and interests of minority shareholders
As an independent director of the company, I earnestly perform my duties and actively participate in the meetings of the board of directors of the company. For any major matters decided by the board of directors, I will review the background information of the matters to be decided provided by the company in advance, and take the initiative to understand and obtain the information and materials required for making decisions. In 2021, the company supervised and verified the company's production and operation, financial management, internal control system, refinancing and other major matters, actively and effectively performed the duties of independent directors, and safeguarded the legitimate rights and interests of the company and its minority shareholders. Supervise and inspect the company's information disclosure, so that the company can be true, accurate, timely and in strict accordance with the relevant provisions of laws and regulations such as the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange listed company self regulatory guidelines No. 1 - standardized operation of main board listed companies and the management measures for information disclosure Complete the daily information disclosure of the company.
6、 Self training and learning
I actively study the latest relevant regulations, normative documents and other relevant documents issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, actively participate in the training organized by China Securities Regulatory Commission and Shenzhen Stock Exchange in various ways, and further deepen the understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting the interests of minority shareholders, Continuously improve their ability to perform their duties, provide better suggestions for the company's scientific decision-making and risk prevention, and effectively safeguard the legitimate rights and interests of social public shareholders.
7、 Other work
In 2021, I did not propose to convene the board meeting and extraordinary general meeting of shareholders, propose to replace or dismiss the accounting firm, publicly solicit voting rights from shareholders before the general meeting of shareholders, and independently employ external audit institutions or consulting institutions.
8、 The company's cooperation with independent directors
The management of the company attaches great importance to communication with independent directors, carefully organizes meetings and transmits relevant meeting documents; Timely report the progress of the company's production and operation, internal control construction and major matters, and fully ensure the independent directors' right to know; At the same time, it actively provides necessary conditions and support for the on-site investigation of independent directors, so that independent directors can put forward reasonable opinions and suggestions on the relevant proposals of the board of directors of the company by using professional knowledge and experience on the basis of a comprehensive and in-depth understanding of the company's production and operation development, so as to give full play to the role of guidance and supervision. The company actively adopts and timely implements the relevant opinions and suggestions put forward by independent directors, so as to fully ensure the effective exercise of functions and powers by independent directors.
9、 Overall evaluation
As an independent director of the company, in 2021, I faithfully and diligently performed my duties in strict accordance with the requirements of various laws and regulations, earnestly safeguarded the rights and interests of all shareholders, especially small and medium-sized shareholders, paid close attention to the corporate governance operation and business decision-making, and promoted the improvement of the scientific decision-making level of the company.
In 2022, I will continue to uphold the spirit of integrity and diligence and the principle of being responsible for the company and all shareholders, exercise the powers of independent directors, fulfill the obligations of independent directors and give full play to the role of independent directors in accordance with the provisions and requirements of laws, regulations and the articles of association. At the same time, we will continue to strengthen learning and further improve our professional level and decision-making ability
