Inner Mongolia Dazhong Mining Co.Ltd(001203)
Report on the work of independent directors in 2021
(Xu Nianxing)
Dear shareholders and shareholder representatives
As an independent director of the Fourth Board of directors of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as “the company”), during my term of office in 2021, I strictly followed the provisions of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the governance of listed companies and the rules for independent directors of listed companies, as well as the articles of association and detailed rules for the work of independent directors, In line with the principles of independence, 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 three 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 3 0 0 0 0 0 0
During my term of office in 2021, I have 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 annual general meeting of shareholders in 2020 and the first extraordinary general meeting of shareholders in 2021.
During the term of office in 2021, the convening of the board of directors and the general meeting of shareholders of the company met the 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 proposal on the company’s profit distribution plan in 2020, the proposal on the company’s internal control evaluation report in 2020, the proposal on the renewal of Zhonghui Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2021, the proposal on the company’s expected daily connected transactions in 2021, and the proposal on the company’s directors The proposal on the remuneration scheme of senior managers has issued explicit approval opinions in advance, and agreed to submit the above-mentioned relevant proposals to the 14th meeting of the Fourth Board of directors of the company for deliberation. The independent opinions are shown in the table below:
Time session opinion matter deliberation content opinion disclosure date
type
The proposal on the company’s profit distribution plan in 2020 is approved
Agreement on the company’s internal control evaluation report in 2020
Closed case of independent directors
Fourth, the company’s fourth on the renewal of Zhonghui Certified Public Accountants (special general contract)
2021 – the third member of the board of directors agreed not to apply to the audit of the company’s financial and internal control in 2021
3-16 proposals of the 14th Meeting
Discussion and agreement on the company’s expected daily related party transactions in 2021
Independent opinion
Agreement on the remuneration scheme of the company’s directors and senior managers
bill
Consent on nominating non independent directors of the 5th board of directors of the company
Proposal on independent directors
Fourth, the fourth meeting of the company approved the nomination of independent directors of the Fifth Board of directors
2021 – the second proposal of the board of directors
5-28 the proposal on the company’s 2021 annual directors’ remuneration plan at the 16th meeting agreed to the agreement on the replacement of pre invested projects with raised funds on the relevant matters of 202105-31 meeting
Independent opinion self financing proposal
Consent on using some idle raised funds for cash management
Motion
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 Fourth Board of directors of the company, 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. 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.
4、 Site investigation
During my tenure in 2021, I conducted on-site communication with the company’s management and relevant departments by participating in relevant meetings and on-site visits, comprehensively and deeply understood the company’s production and operation and standardized operation, and checked the company’s financial status, internal control, cash management, related party transactions, the implementation of resolutions of the board of directors and other key concerns. At the same time, Actively pay attention to the development of the company and supervise the standardized operation of the company.
5、 Work done to protect the legitimate rights and interests of minority shareholders
When I was an independent director of the company, I conscientiously performed my duties and actively participated in the meetings of the board of directors of the company. For all major matters decided by the board of directors, I reviewed the background information of the matters to be decided provided by the company in advance, and took the initiative to understand and obtain the information and information required for making decisions. During his tenure in 2021, he 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
During my tenure, I actively studied the latest relevant regulations, normative documents and other relevant documents issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, actively participated in the training organized by China Securities Regulatory Commission and Shenzhen Stock Exchange in various ways, and further deepened the relevant laws and regulations, especially related to standardizing the corporate governance structure Protect the interests of minority shareholders and other relevant laws and regulations, constantly 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
During my tenure 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, during my tenure 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.
The above is my report on my performance of duties as an independent director of the company in 2021. A new term of independent director was elected at the first extraordinary general meeting of shareholders in 2021 held on June 15, 2021, and I no longer hold the position of independent director. The two new independent directors will continue to perform their duties as independent directors of the company. Thank the investors for their trust and support during my tenure. I hope that the new independent directors of the company will continue to perform their duties carefully based on the principles of prudence, diligence and loyalty. I hope that the company will continue its steady operation and standardized operation in 2022 and repay the investors with good performance!
Xu nianhang March 3, 2022
