Report on work of independent director Bao Xiaolan in 2021
As an independent director of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) (hereinafter referred to as “the company”), I diligently performed my duties and timely learned about the operation of the company in 2021 in strict accordance with the company law and other relevant laws, regulations, normative documents, the articles of association, the rules of procedure of the board of directors and the working system of independent directors, Pay full attention to the development of the company, actively participate in relevant meetings held by the company and carefully consider relevant proposals. At the same time, we will continue to uphold an objective, independent and impartial position, actively exercise the rights conferred by laws and regulations, express independent opinions on relevant matters, and earnestly safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows: I. overview of annual performance of duties
(I) attendance at the board of directors and shareholders’ meeting
I attended all the meetings of the board of directors that I should attend during the performance of my duties in 2021. I carefully reviewed the relevant meeting materials, took the initiative to understand the relevant situation, made independent judgments based on my professional knowledge and ability, objectively and fairly put forward my own independent opinions on relevant major issues, and played a positive role in the correct and scientific decision-making of the board of directors.
The board of directors of the company can perform its duties in accordance with the provisions of the company law, the articles of association and the rules of procedure of the board of directors in 2021. The convening and proceedings of each general meeting of shareholders and the board of directors in 2021 comply with relevant regulations, and the minutes of the general meeting of shareholders and the meeting of the board of directors are complete, The resolutions and voting results of the relevant board of directors and the general meeting of shareholders have been timely disclosed on the Shenzhen Stock Exchange’s http://www.cninfo.com.cn and designated media.
My attendance at the board of directors is as follows:
Name number of meetings to be attended number of meetings to be attended in person number of meetings to be attended by proxy
Bao Xiaolan 14 0
In 2021, I did not raise any objection to the proposals of the board of directors and other matters of the company.
(II) attendance at special committees of the board of directors
1. Performance of the nomination committee of the board of directors
As a member of the nomination committee of the board of directors of the company, I reviewed the changes of directors and senior managers of the company, reviewed the qualifications of candidates for directors and senior managers, and appointed the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other management during the first meeting of the 10th board of directors, I carefully reviewed the resumes of relevant candidates and agreed.
2. Performance of the audit committee of the board of directors
As the chairman of the audit committee of the board of directors of the company, I reviewed the company’s financial statements and periodic reports, and paid special attention to and reviewed the company’s internal control, especially the internal control of related party transactions, guarantees and major investments.
(III) on site investigation of the company
In 2021, I took advantage of the opportunity to attend relevant meetings such as the board of directors and the general meeting of shareholders to inspect the company and some subsidiaries. During the visit and investigation, I communicated with the company’s management, listened to the reports of the company’s senior executives and heads of relevant departments on the company’s operation, financial situation and standardized operation, and put forward relevant opinions and suggestions.
(IV) daily work
In my daily work, I can actively perform the duties of an independent director, keep close contact with other directors, senior managers and relevant staff of the company through telephone, wechat, email and other channels, take the initiative to understand the relevant business conditions and the progress of major issues of the company, and focus on the relevant board of directors, directors and employees involving small and medium-sized investors The implementation of the resolutions of the general meeting of shareholders, give full play to the professional knowledge and independent role of independent directors, and put forward constructive opinions and suggestions to the company. At the same time, it also actively pays attention to the relevant reports of newspapers, networks and other relevant media on the company, and timely understands the relevant information from the company, so as to effectively safeguard the interests of the company and the majority of shareholders.
During the work, the company carefully organized relevant meetings, timely transmitted documents and materials and reported the relevant business conditions of the company, provided necessary working conditions for the independent directors to perform their duties, and actively supported and cooperated with my work. There was no situation that hindered the independent directors from performing their duties.
(V) learning
In 2021, as an independent director of the company, he can strengthen learning, constantly update relevant knowledge, timely master relevant laws and policies, and improve professional level, so as to better perform the duties of independent directors, give full play to the role of independent directors, promote the continuous improvement of the corporate governance structure and protect the legitimate rights and interests of shareholders.
2、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the 30th meeting of the ninth board of directors deliberated and approved the proposal on the prediction of daily connected transactions in 2021, and the 37th meeting of the ninth board of directors deliberated and approved the proposal on new daily connected transactions in the sale of major assets The second meeting of the 10th board of directors deliberated and approved the proposal on related party transactions of selling coal to Yingcheng Yihua, and the fifth meeting of the 10th board of directors deliberated and approved the proposal on adjusting the amount of related party transactions in 2021. The company expects that the related party transactions in 2021 will be the raw materials, mechanical equipment and chemical products required by the daily production and operation of both parties, In line with the requirements of relevant national laws and regulations, it is conducive to both parties to obtain reasonable economic benefits. The pricing basis of related party transactions is reasonable and the review procedures are compliant, without damaging the interests of the company and minority shareholders.
I have expressed my prior approval opinions and independent opinions of consent on the above connected transactions. (II) external guarantee and fund occupation
In accordance with the provisions of relevant laws and regulations, as an independent director of the company, I carefully and responsibly checked the external guarantee and capital occupation of the company based on the understanding and investigation of the relevant situation of the company and the review of the relevant materials of the company.
1. External guarantee
After inspection, I believe that the company can strictly abide by the relevant provisions of the articles of association and strictly control the risk of external guarantee. In 2021, the company did not add any external guarantee.
2. Occupation of funds
According to the inspection, there is no major shareholder and its related parties occupying the company’s funds in 2021; The company’s decision-making and other indirect actions of major shareholders are not strictly in accordance with the provisions of the company’s articles of association and other laws and regulations, and do not directly or indirectly damage the interests of the company’s major shareholders.
(III) nomination and remuneration of directors
1. Nomination and changes of directors
In 2021, the first meeting of the 10th board of directors appointed the general manager, deputy general manager, chief financial officer and other management. I agree to the above appointment. After reviewing the personal resumes of the above-mentioned candidates, it is considered that the qualifications of relevant candidates are not prohibited and restricted by the company law, securities law and other laws, regulations and normative documents.
Their working ability, management level and personal quality can be competent for the corresponding work; No market entry prohibition is found that there are relevant regulations that cannot hold corresponding positions; Relevant candidates have the qualifications and work experience to perform their duties, meet the qualifications specified in the articles of association, and the nomination procedures and voting procedures of the board of directors of the company comply with the relevant provisions of the company law and the articles of association.
2. Remuneration of directors
The remuneration of the company’s Directors consists of allowances and other remuneration. The remuneration in 2021 has been paid in accordance with the relevant provisions of the company, and the relevant remuneration has been disclosed in the company’s annual report.
(IV) performance forecast
On January 30, 2021, the company released the performance forecast for 2020 on the designated media and disclosed the relevant performance of the company. As an independent director of the company, on the basis of reviewing the relevant materials of the company, after verification, it is considered that the performance forecast of the company in 2020 meets the relevant requirements of Shenzhen Stock Exchange and there is no relevant situation damaging the interests of investors. There is no significant difference between the operation predicted in the 2020 performance forecast and the audited 2020 annual financial statements.
(V) appointment or replacement of accounting firms
At the 30th meeting of the 9th board of directors, I agreed with the “proposal on the renewal of Daxin Certified Public Accountants (special general partnership)”. Based on the independent investigation and audit of the company, the company’s financial status and relevant operating results have been verified and accurately reflected by the independent accounting firm, Agree to renew.
(VI) cash dividends and other investor returns
1. Profit distribution in 2020
The company suffered a large loss in 2020. The net profit attributable to the owner of the parent company was -480371200 yuan. As of December 31, 2020, the undistributed profit was -1695111200 yuan and the owner’s equity attributable to the parent company was -290233800 yuan. In accordance with relevant laws and regulations and the provisions of the company, the board of directors of the company and the 2020 annual general meeting of shareholders decided not to pay dividends, bonus shares or convert the accumulation fund into share capital in 2020.
As an independent director of the company, I believe that the company’s profit distribution plan for 2020 is in line with the actual operation of the company, the articles of association and other relevant provisions, in line with the interests of the company’s shareholders, conducive to ensuring the sustainability and stability of the company’s dividend policy, and does not damage the interests of the company’s shareholders, especially small and medium-sized shareholders. The company has performed the necessary decision-making procedures and information disclosure when formulating the profit distribution plan for 2020, which is reasonable and legal.
(VII) performance of commitments of the company and shareholders
Hubei Shuanghuan Chemical Group Co., Ltd., the controlling shareholder of the company, promised during the split share structure reform that if the original non tradable shares of Shuanghuan technology held by the company were reduced, the reduction price would not be less than 5 yuan / share. If there were ex rights matters such as dividend distribution, share distribution, conversion of capital reserve and so on from the implementation date of the split share structure reform plan to the sale of shares, The price shall be subject to corresponding ex right treatment; Hubei Shuanghuan Chemical Group Co., Ltd. did not reduce its holdings of Shuanghuan technology shares during the reporting period, and the above commitments were fulfilled during the reporting period.
(VIII) implementation of information disclosure
In 2021, the company disclosed 219 regular reports and temporary announcements such as the first and third quarter reports of 2021, the semi annual report of 2021 and the annual report of 2020 in the designated media.
As an independent director of the company, I continue to pay attention to the company’s information disclosure, timely understand the company’s disclosed information, supervise and verify the disclosure of announced information, and ensure the authenticity, timeliness, accuracy and integrity of the company’s information disclosure.
After verification, it is believed that the company’s information disclosure work can strictly implement the provisions of laws and regulations and various information disclosure related systems of the company, and can disclose the company’s information truthfully, accurately, completely, timely and fairly, so as to ensure that investors understand the major matters of the company in time and protect the interests of investors to the greatest extent. In 2021, the company has not been punished for non-standard information disclosure, nor has it provided unpublished information to major shareholders and actual controllers.
(IX) implementation of internal control
Through the understanding and investigation of the company’s internal control, I think:
In 2021, the company’s internal control mechanism operated well, and the relevant rules and regulations and business operation processes could comply with the provisions of relevant laws and regulations and the actual situation of the company, and were effectively implemented to achieve the goal of the company’s internal control. There were no major defects in the design or implementation of internal control. At the same time, the company’s internal control can cover all links at the company level and business level. A sound internal control system has been established, which covers the company’s decision-making level, management level and all employees, all operating environments and activities of the enterprise at the level, and permeates all links such as decision-making, implementation, supervision and evaluation in the process.
(x) other important matters
In 2021, I did not propose to convene an extraordinary general meeting of shareholders or the board of directors; Failing to solicit the voting rights of the general meeting of shareholders from the shareholders; Failing to propose to the board of directors to employ or dismiss the accounting firm; External audit institutions and consulting institutions were not independently employed. During the reporting period, I reviewed the company’s 2020 annual report, the first quarterly report, semi annual report and third quarterly report of 2021, and signed the confirmation opinions of each periodic report.
3、 Overall evaluation and recommendations
In my opinion, in 2021, all directors of the company strictly abide by the relevant provisions of laws, regulations and the articles of association, and faithfully and diligently perform their duties as directors. Conscientiously exercise the rights granted by the company, timely understand the operation of the company, earnestly perform their duties in terms of business transformation, innovation and development, legal and compliant operation and information disclosure, and play an important role in the scientific decision-making of the board of directors through various special committees under the board of directors. In 2021, all directors did not commit any illegal acts, and did not commit any prohibited acts in the standards for the governance of listed companies, the articles of association and other relevant provisions.
In 2021, the directors, supervisors, senior managers and relevant personnel of the company continued to actively support and cooperate in the performance of their duties as independent directors. I hereby express my heartfelt thanks.
As an independent director of the company, I can abide by laws, regulations and the relevant provisions of the articles of association, make independent judgment, and have enough time and energy to perform my duties. During my tenure in 2021, I scrupulously fulfilled my duties, carefully reviewed the relevant deliberations of the board of directors in advance in accordance with laws and regulations, exercised my voting rights objectively and fairly, and effectively safeguarded the legitimate rights and interests of the company and shareholders.
Independent director: Bao Xiaolan
March 10, 2022
