Gui Zhou Tyre Co.Ltd(000589) independent director
Report on work in 2021
Shareholders and shareholder representatives:
2021 is my sixth year as an independent director of the company. Although the rise and fall of covid-19 epidemic and its prevention and control measures across the country still cause some inconvenience and impact on the orderly flow of personnel, in view of the in-depth understanding of the company, the continuous attention to the development planning and operation of the company, and the understanding through various channels including the Internet Learn relevant laws and regulations, participate in various relevant trainings, ensure that the duties of independent directors can be conscientiously performed this year, abide by the obligation of integrity and diligence, review various proposals of the board of directors, prudently express relevant opinions of independent directors, and give full play to the role of independent directors. The performance of duties is reported as follows:
1、 Attendance at relevant meetings
In 2021, I attended all 11 meetings of the board of directors held by the company without entrusting others to attend, asking for leave or absence. In addition, he attended the general meeting of shareholders for 3 times and participated in the meetings of special committees under the board of directors for 7 times. In the meetings of the board of directors attended, they attended the meeting once in the form of on-site and 10 times in the form of communication. Although the travel is limited due to the impact of epidemic prevention and control, and there are few on-site participants, they can treat each meeting seriously and responsibly, read relevant meeting documents in detail, check relevant materials, ask and understand problems in time, communicate with the management to eliminate all kinds of doubts. In particular, the company paid special attention to major decision-making matters such as the company’s foreign-related major investment, the company’s 3 million sets of tire intelligent manufacturing project and the company’s issuance of convertible bonds, conducted objective, comprehensive and cautious deliberation on the matters under consideration, and expressed its own opinions and suggestions. At the same time, in accordance with relevant regulations and requirements, the independent opinions of the directors were expressed prudently, objectively and independently as independent directors on specific matters.
In my opinion, in 2021, the company’s management can fully and effectively implement the company’s annual business plan, better deal with the adverse impact of the epidemic on the company, and continuously promote all work. Strictly abide by relevant laws and regulations, constantly revise and improve various rules and regulations and working procedures, take appropriate and compliant corporate governance and internal control measures, and correct problems in time. At the same time, it also provided better external conditions for independent directors to perform their duties, made sufficient and necessary preparations for the proposals and matters under consideration before the meeting, and well explained, explained and communicated some major and complex proposals and matters, so that independent directors can participate in the meeting in a more transparent and objective situation, and achieved good results. Therefore, I voted in favour of all the proposals and matters at the meeting, expressed independent opinions of consent, raised no objections, and did not vote against or abstain from voting.
2、 Independent opinions
In 2021, in accordance with the powers and requirements given to independent directors by laws and regulations, I gave independent opinions on major special proposals and matters of the company on the basis of full understanding and careful verification:
1. On April 12, 2021, at the 20th meeting of the seventh board of directors of the company, I expressed my independent opinion on the “proposal of the board of directors on replacing the self raised funds invested in the raised investment projects in advance and the paid issuance expenses with the raised funds”.
2. On April 23, 2020, at the 21st Meeting of the seventh board of directors of the company, I expressed my independent opinions on the following seven proposals of the board of directors:
(1) Special instructions on the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantee;
(2) Evaluation report on the company’s internal control in 2020;
(3) About the company’s profit distribution plan in 2020;
(4) Changes in accounting policies;
(5) Daily related party transactions of the company in 2021;
(6) On the renewal of Zhonghua Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 and the payment of remuneration;
(7) Special opinions on the difference of more than 20% between the actual amount and the estimated amount of some daily transactions of the company in 2020.
3. On June 9, 2021, at the 23rd Meeting of the seventh board of directors of the company, I expressed my agreed independent opinions on the “proposal on the election of directors of the seventh board of directors” of the board of directors.
4. On July 30, 2021, at the 24th Meeting of the 7th board of directors of the company, I expressed my independent opinions on the “proposal on the public issuance of A-share convertible corporate bonds”, “proposal on the report on the use of the previously raised funds” and “proposal on the shareholder return planning of the company in the next three years (20212023)”.
5. On August 21, 2021, at the 25th meeting of the seventh board of directors of the company, I expressed my agreed independent opinions on the “special statement on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee in the half year of 2021” and “special report on the deposit and use of raised funds in the half year of 2021”.
6. On November 5, 2021, at the 27th meeting of the seventh board of directors of the company, I expressed my agreed independent opinions on the “proposal on Revising the plan for public issuance of convertible corporate bonds” and “proposal on the report on the use of the previously raised funds” of the board of directors.
7. On December 23, 2021, at the 29th meeting of the seventh board of directors of the company, I expressed my agreed independent opinions on the “proposal on the extension of investment projects with raised funds” of the board of directors.
For the above-mentioned issues and matters that require independent directors to express independent opinions, the management of the company has fully prepared in advance, complete and clear materials, clear legal basis, timely communication, legal and compliance procedures, and no abnormalities and violations are found.
3、 Go to the company for on-site work and relevant information
Covid-19 epidemic still fluctuated greatly in 2021, and the prevention and control measures in various places changed frequently and strictly, which had a great impact on the time and times I went to the company for on-site work. There have been two trips planned to work at the company’s site, and the tickets have been bought, but they were finally unable to travel due to epidemic prevention and control. Nevertheless, I still took advantage of various opportunities to do a good job on the site: first, taking advantage of the opportunity of the company’s meeting, I took the time to check the implementation progress of the company’s intelligent manufacturing project with an annual output of 3 million radial tires on the site of the production plant, and invited technicians to introduce relevant knowledge and on-site operation, which intuitively felt the great positive effect of the project on the company’s future development; Second, taking advantage of the convenience of working in Beijing and with the help of the company’s sales personnel, the company conducted a preliminary market research on the sales customers, sales mode and operation of the company’s five brands of TBR products in the northern market of Beijing, Tianjin and Hebei (Qianjin, Hercules, Jinhu, duolitong and King Kong), wrote a research report and put forward personal suggestions.
4、 Other work
In 2021, I believe that the board of directors and management of the company can still promote all work in an orderly manner under the situation that the covid-19 epidemic prevention and control situation is still severe and the Sino US trade war continues, so as to maintain the stability and good state of the company’s operation and deal with some major problems properly and legally.
Therefore, I have not made the following relevant matters:
1. The proposed convening of the board meeting;
2. Proposed employment or dismissal of accounting firms;
3. Independent engagement of external audit institutions and consulting institutions;
4. Put forward relevant suggestions to the company in writing.
The above is my performance report in 2021. Although I have a better understanding of the company and I am constantly familiar with the relevant regulations, requirements and knowledge of the performance of duties of independent directors, I still feel that there are still various deficiencies in the performance of duties. Due to professional restrictions, there are often more “bottom line thinking” and less “innovative thinking”, so it is difficult to put forward some valuable suggestions and opinions for the company, which needs continuous efforts and improvement. Finally, I would like to thank the company’s shareholders, the board of directors, management and relevant personnel for their understanding, support and help in the process of performing their duties.
Reporter: Qin Guisheng
March 8, 2022
Gui Zhou Tyre Co.Ltd(000589) independent director
Report on work in 2021
As an independent director of the company, I have been able to fulfill my duties in accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations, as well as the provisions and requirements of the articles of association, faithfully perform the duties of an independent director, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on relevant matters, and give full play to the role of an independent director, Safeguarding the interests of the company and shareholders, especially the public shareholders. Now I will report my work in 2021 as follows:
1、 Basic information of independent directors
Bi Yan, female, born in 1966, Chinese nationality, without overseas residency. Certified public accountant, bachelor degree, graduated from Jilin Institute of Finance and trade. He has successively served as the director of the guidance department of Jilin Jianyuan certified public accountants, the deputy chief accountant of zhonghongxin Jianyuan certified public accountants, and is now the chairman of Jilin Xinyuan certified public accountants. There are no circumstances that affect independence.
2、 Annual performance of independent directors
In 2021, I was able to perform my duties in accordance with the guidance on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors of the company issued by the CSRC, focusing on the company’s external guarantee, occupation of funds by related parties, related party transactions, internal control, annual report audit, equity incentive, etc, Diligence.
(I) attendance at the board of directors
Whether the site is entrusted by communication for two consecutive days
This year’s general meeting of shareholders should be attended in absentia. The attendance was not attended in person
Number of board meetings
Times plus times plus meetings
11 1 10 0 0 0 No 3
(II) consideration of proposals
Before the board meeting, I can carefully review the proposal, actively understand the background information of the proposal, make full use of my professional knowledge, participate in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors.
I have no objection to all resolutions of the board of directors in 2021 and voted in favour.
(III) performance of independent directors in 2021:
Expressed independent opinions on the company’s daily related party transactions, fund-raising, refinancing, internal evaluation reports and other matters, and approved the related party transactions and the appointment of accounting firms in advance.
The following proposals of the board of directors were considered:
1. The 19th meeting of the 7th board of directors deliberated and adopted the proposal on opening a special account for raised funds.
2. The 20th meeting of the 7th board of directors deliberated and approved the proposal on increasing the registered capital of the company and amending the articles of association, and the proposal on replacing the self raised funds of pre invested projects and paid issuance expenses with raised funds.
3、 The 21st Meeting of the 7th board of directors deliberated and approved the annual report and summary of the company in 2020, the work report of the board of directors in 2020, the internal control evaluation report of the company in 2020, the profit distribution plan of the company in 2020, the work report of independent directors, and the report of the audit committee of the board of directors on Zhonghua Certified Public Accountants (special general partnership) Summary report on audit work in 2020, proposal on changes in accounting policies, daily related party transactions in 2021, proposal on renewing the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution and paying remuneration in 2021, proposal on Amending the articles of association, proposal on proposing to convene the 2020 general meeting of shareholders 。
4. The 22nd Meeting of the 7th board of directors deliberated and adopted the report of the company for the first quarter of 2021. 5、 The 23rd Meeting of the 7th board of directors deliberated and adopted the proposal on the election of additional directors of the 7th board of directors, the proposal on Amending the rules of procedure of the general meeting of shareholders, the proposal on Amending the rules of procedure of the board of directors, the proposal on Amending the working system of independent directors and the proposal on Amending the management system for the special storage and use of raised funds Proposal on Amending the working rules of the audit committee of the board of directors, proposal on Amending the working rules of the nomination committee of the board of directors, proposal on Amending the working rules of the strategy and Development Committee of the board of directors, proposal on Amending the working rules of the remuneration and assessment committee of the board of directors Proposal on Amending the management system of the company’s shares held by directors, supervisors and senior managers and their changes, proposal on Amending the management system of information disclosure, proposal on Amending the registration and management system of insiders, and proposal on formulating the working system of the Secretary of the board of directors Proposal on convening the first extraordinary general meeting of shareholders in 2021.
6、 The 24th Meeting of the 7th board of directors deliberated and adopted the proposal on the implementation of the project of annual output of 950000 high-performance all steel radial tires by Vietnam company, the proposal on the implementation of intelligent manufacturing project of annual output of 3 million sets of high-performance all steel radial tires, and the proposal on the company’s compliance with the conditions for public development and issuance of convertible corporate bonds Proposal on Gui Zhou Tyre Co.Ltd(000589) joint stock company’s plan for public issuance of convertible corporate bonds, proposal on feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds, proposal on the report on the use of funds raised in the previous time, proposal on filling measures for diluting immediate return by public issuance of convertible corporate bonds and commitments of relevant subjects Proposal on formulating the rules for the meeting of bondholders of convertible companies
