Weifang Yaxing Chemical Co.Ltd(600319)
Report on the work of independent directors in 2021
In 2021, the independent directors of Weifang Yaxing Chemical Co.Ltd(600319) (hereinafter referred to as "the company") conscientiously exercised the rights conferred by laws and regulations in strict accordance with the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations, as well as the articles of association, the working system of independent directors and other provisions, and timely learned about the company's production and operation information, financial operation status He paid full attention to the development of the company, performed his duties independently, participated in the decision-making of major matters of the company, performed his duties diligently, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of shareholders. The performance of duties in 2021 is reported as follows:
1、 Annual performance of independent directors
In 2021, the company held four general meetings of shareholders, and the independent directors were unable to attend as nonvoting delegates due to work reasons. The company held 11 board meetings in total, and all independent directors were not absent from each meeting. Before attending the meeting of the board of directors, the independent directors take the initiative to understand and obtain the information needed to make decisions, and talk and communicate with relevant personnel to have an in-depth understanding of the company's production and operation. At the meeting of the board of directors, the independent directors carefully considered various proposals of the meeting of the board of directors, reviewed the voting procedures, and expressed independent opinions on relevant matters. The independent directors believed that the proposal, deliberation and voting of the company's meetings in 2021 were in line with legal procedures, standardized, legal and effective, and did not raise any objection to the proposal of the board meeting in 2021.
The specific attendance of independent directors in 2021 is shown in the table below:
Independent directors should attend on-site or entrust by means of communication the number of times they are absent to attend the board meeting of shareholders' names the number of times they attend the board meeting in person the number of times they attend the meeting
Li laizheng 3 300 01
Zhang Wei 3 3 0 0 0
Wen Decheng
Liu Xiuli 8 800 3
Zhou Yi 8 0 0 3
Fu Xinggang 8 800 03
On March 3, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the election of non independent director candidates for the general election of the board of directors and the proposal on the election of independent director candidates for the general election of the board of directors, For details, see the announcement on the resolution of the first extraordinary general meeting of shareholders in 2021 (Announcement No.: pro 2021031) disclosed by the company on the designated information disclosure media on the same day, and the first meeting of the eighth board of directors was held on March 3, 2021, For details, see the announcement on the resolution of the first meeting of the eighth board of directors (Announcement No.: p.2021033) disclosed on the designated information disclosure media on the same day. The board of directors and various professional committees have been successfully changed, and a new member of the management team has been reappointed.
2、 Key matters concerned in the annual performance of independent directors
In 2021, the independent directors conscientiously performed their duties, carefully reviewed the contents of various proposals considered by the board of directors in time before the meeting, actively understood and verified the matters related to the proposal, carefully reviewed the contents of the proposal at the meeting, and independently, objectively and prudently exercised their voting rights on this basis, And carefully express independent opinions on major matters of the company in strict accordance with relevant system requirements.
1. Related party transactions
With regard to the related party transactions reviewed and approved by the company in 2021, we believe that related party transactions are necessary businesses based on the actual business needs of the company, the voting procedures are legal, standardized and disclosed in detail, and comply with the provisions of the articles of association, the Listing Rules of Shanghai Stock exchange and other relevant laws and regulations. The price of related party transactions is based on the market price and determined by all parties through consultation, reflecting the open, fair and just market principle. All transactions did not affect the independence of the company and did not damage the interests of the company and all shareholders.
2. Profit distribution plan
The 2020 profit distribution plan of the company is in line with the objective situation of the company, the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of investors.
3. Employment of accounting firms
On April 28, 2021, the third meeting of the eighth board of directors of the company deliberated and approved the proposal on renewing the appointment of accounting firm, which was deliberated and approved by the 2020 annual general meeting of shareholders, and agreed to renew the appointment of Shanghui accounting firm (special general partnership) as the audit institution of the company in 2021.
4. Performance of commitments of the company and shareholders
As an independent director of the company, we pay close attention to the performance of the company and shareholders' commitments. By the end of the reporting period, the company and shareholders had not violated their commitments, and all commitments of shareholders had been strictly fulfilled.
5. Implementation of information disclosure
We have supervised and verified the information disclosure of the company during the reporting period, and believe that the company performed the obligation of information disclosure in a timely, complete, full and accurate manner in strict accordance with the provisions of the measures for the administration of information disclosure of listed companies and the company's information disclosure management system.
6. Implementation of internal control
In strict accordance with the regulatory requirements, the company has continuously improved the internal control system, continuously strengthened the implementation and implementation of internal control norms, and self evaluated the effectiveness of internal control in key business processes and key control links. We will continue to strengthen supervision and inspection, improve the operation efficiency of the company's internal control system and protect the interests of investors.
7. Operation of the board of directors and its subordinate special committees
The board of directors has a strategic decision-making committee, a nomination committee, an audit committee and a remuneration and assessment committee. During the reporting period, according to the actual situation of the company, all special committees were able to perform their duties in a serious, responsible, diligent and honest manner in accordance with their respective working systems.
8. Turnover of the board of directors and appointment of senior managers
During the reporting period, the board of directors of the company held a general election. We reviewed the personal resumes and qualifications of the candidate directors and nominated senior managers. We believe that the nomination, review and voting procedures comply with the provisions of the company law and the articles of association, can meet the requirements of relevant responsibilities, and are conducive to the development of the company. 3、 Overall evaluation and recommendations
During the reporting period, the independent directors of the 7th and 8th board of directors of the company actively and effectively performed their duties as independent directors, required the company to provide relevant information in advance for major matters subject to the resolution of the board of directors of the company, insisted on careful review in advance, and exercised their voting rights independently, prudently and objectively. In addition, the independent directors supervised the implementation of the company's internal control system, the implementation of daily connected transactions, information disclosure, major asset restructuring and other major matters; During the preparation and disclosure of the company's annual report, he took the initiative to ask the company's management about the company's annual production and operation, and communicated with the certified public accountant in the annual audit on the problems found in the audit, so as to effectively safeguard the legitimate rights and interests of the company and the majority of shareholders, especially small and medium-sized shareholders.
In 2022, the independent directors of our eighth board of directors will continue to play the role of independent directors faithfully and promote the standardized operation of the company in accordance with the requirements of relevant laws and regulations for independent directors and in the spirit of being responsible to the company and all shareholders. At the same time, make full use of the company's legal decision-making experience and enhance the ability of the board of directors to better grasp the interests of the company as a whole, and provide more professional opinions and expertise for the development of the company.
Independent directors: Liu Xiuli, Zhou Yi, Fu Xinggang March 3, 2002
