Yunnan Aluminium Co.Ltd(000807)
Yunnan Aluminium Co.Ltd(000807)
Report on the work of independent directors in 2021
(Shi Zhe)
As an independent director of Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”), during my tenure in 2021, I independently, prudently and seriously exercised my power, performed my duties honestly, diligently and faithfully, and fully mastered the development of the company in strict accordance with the provisions of the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies and other laws and regulations and the articles of association, Actively attended the meetings of the board of directors, special committees and general meeting of shareholders held by the company in 2021, expressed independent and objective opinions on various matters considered by the board of directors, wholeheartedly performed the duties of independent directors, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
(I) attendance at the board of directors
During the reporting period, I actively fulfilled the obligations of independent directors. In 2021, the company held a total of 10 board meetings. My attendance at the board of directors is as follows:
This year shall be entrusted by the on-site communication party
Whether the absence of independent directors has not been for two consecutive times
Attending the board meeting
Name of the person (Times) attending the meeting in person
Number of meetings (Times) (Times) (Times)
Shi Zhe 10 1 9 0 0 0 no
In my opinion, the convening and convening of the board of directors in 2021 comply with the provisions of the company law, the articles of association and relevant laws and regulations. Before the board meeting, I took the initiative to understand and obtain the information and materials required before making decisions, understood the overall production and operation of the company in detail, and made sufficient preparations for attending the meeting. At the meeting, I carefully considered each topic, actively participated in the discussion, and put forward reasonable suggestions from a professional perspective, which played a positive role in making decisions for the board of directors of the company. During the reporting period, I voted in favour of all the proposals considered at the previous board meetings, and there was no negative vote or abstention.
(II) attendance at the general meeting of shareholders
During the reporting period, the company held two general meetings of shareholders, of which I should have attended twice and actually attended twice.
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
2、 Performance of duties
As an independent director of the company and a member of the nomination committee, strategy committee, audit committee and remuneration and assessment committee of the board of directors, as a METALLURGICAL PROFESSIONAL among the independent directors of the company, I am diligent and conscientious, and make use of my professional and technical advantages to give guidance and suggestions on the company’s electrolytic aluminum and other related projects. During the reporting period, the company made prior approval on major matters of the company and expressed independent opinions on the following matters of the company:
1. At the first meeting of the 8th board of directors held on January 8, 2021, independent opinions were expressed on the proposal on the renewal of the company’s senior managers, the proposal on the short-term use of some temporarily idle raised funds to supplement working capital, and the proposal on the formulation of China’s futures hedging plan from January 11, 2021 to March 31, 2021.
2. At the second meeting of the 8th board of directors held on March 16, 2021, independent opinions were expressed on the proposal on Yunnan Aluminium Co.Ltd(000807) 2020 plan for non-public development of shares (the second revision), the proposal on signing Yunnan Aluminium Co.Ltd(000807) supplementary contract of share subscription contract with entry into force conditions for non-public offering of shares with Aluminum Corporation Of China Limited(601600) and other matters.
3. At the third meeting of the eighth board of directors held on March 22, 2021, the proposal on profit distribution in 2020, the proposal on the self-evaluation report on internal control in 2020, the proposal on the provision for credit impairment and asset impairment in 2020, the proposal on confirming the implementation of daily connected transactions in 2020, the proposal on the expected daily connected transactions in 2021 Proposal on the special report on the deposit and use of raised funds in 2020, proposal on the risk assessment report of Chinalco Finance Co., Ltd., plan on the renewal of financial service agreement and related party transactions between the company and Chinalco Finance Co., Ltd Independent opinions were expressed on the plan for the company and its subsidiaries to continue to purchase power from Yunnan Huineng Power Sales Co., Ltd. and related party transactions.
4. At the fourth meeting of the 8th board of directors held on April 26, 2021, independent opinions were expressed on the proposal on the change of the company’s accounting policies and the proposal on the company’s proposed implementation of tenure system and contractual management. 5. At the 5th meeting of the 8th board of directors held on July 27, 2021, independent opinions were expressed on the proposal on formulating the foreign futures hedging plan, the proposal on cashing in the remuneration of the company’s senior managers in 2020, and the plan on renewing the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2021.
6. At the 6th meeting of the 8th board of directors held on August 23, 2021, the proposal on withdrawing the provision for asset impairment, the proposal on the special report on the deposit and use of raised funds in the half year of 2021, the proposal on the risk assessment report of Chinalco Finance Co., Ltd., and the proposal on adjusting the forecast of daily connected transactions in 2021 were discussed
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) amount plan and other matters.
7. At the seventh (Interim) meeting of the eighth board of directors held on September 7, 2021, he expressed independent opinions on the proposal on changing the president of the company.
8. At the 8th meeting of the 8th board of directors held on October 22, 2021, the proposal on the provision for asset impairment and the proposal on equity transfer and related party transactions of equity participating financial enterprises Independent opinions on the procedures for selecting and appointing appraisal institutions, the competence of appraisal institutions, the independence of appraisal institutions, the rationality of appraisal assumptions and conclusions, and the applicability of appraisal methods.
9. At the 9th meeting of the 8th board of directors held on November 19, 2021, he expressed independent opinions on the proposal on appointing Mr. Liu Yongqiang as the vice president of the company.
10. At the 10th meeting of the 8th board of directors held on December 27, 2021, independent opinions were expressed on the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance, the proposal on using part of the raised funds to provide entrusted loans to Yunnan Wenshan Aluminum Co., Ltd., a wholly-owned subsidiary, to implement the raised investment projects, and the plan on the company’s by election of Mr. Gao Lidong as a director.
3、 Performance of special committees
As a member of the nomination committee, strategy committee, audit committee and remuneration and assessment committee of the board of directors of the company, I have earnestly performed various responsibilities.
In accordance with the implementation rules of the strategy committee, the implementation rules of the nomination committee and other relevant systems, he paid attention to the strategic development of the company and fulfilled the responsibilities of the members of the Strategy Committee; Actively participated in the daily work of the nomination committee, carefully examined the qualifications and nomination procedures of appointing Mr. Lu Jiansheng as the president of the company, Mr. Liu Yongqiang as the vice president of the company, and Mr. Gao Lidong as the candidate for non independent directors of the eighth board of directors of the company, issued independent opinions, and fulfilled the responsibilities of the members of the Nomination Committee; Concerned about the implementation of the company’s internal audit system and the effectiveness of internal control, actively participated in the company’s 2021 audit, deliberated on relevant matters, and fulfilled the duties of members of the Audit Committee; Concerned about the formulation and implementation of the company’s salary system, deliberated on relevant matters, and performed the duties of members of the salary and assessment committee.
4、 Other matters
During the reporting period, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, to employ or dismiss accounting firms, or to independently employ external audit institutions and consulting institutions; No objection was raised to the relevant proposals of the board of directors and other matters of the company.
The above is the report on my performance of duties as an independent director in 2021. In the past year, all aspects of the company have given strong support and cooperation to independent directors in performing their duties. I would like to express my heartfelt thanks. In 2022, I
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) will continue to perform the duties of independent directors in the spirit of integrity and diligence, in accordance with the requirements of laws and regulations, strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, give full play to the role of independent directors, use professional knowledge and experience to provide more constructive suggestions for the development of the company, and enhance the decision-making ability and leadership level of the company’s board of directors, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Shi Zhe
February 21, 2023
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
