Yunnan Aluminium Co.Ltd(000807)
Yunnan Aluminium Co.Ltd(000807)
Report on the work of independent directors in 2021
(Bao Huifang)
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 faithfully performed the duties of an independent director in strict accordance with the provisions of the company law, the securities law, the code for governance of listed companies, the rules for independent directors of listed companies and other laws and regulations and the articles of association, and actively attended the meetings of the board of directors and various special committees held by the company in 2021 The general meeting of shareholders issued voting opinions and independent opinions on relevant bills with a cautious attitude, which effectively safeguarded the legitimate rights and interests of the company. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
(I) attendance at the board of directors
During the 2021 annual report period, I actively fulfilled the obligations of the independent board of directors. My attendance at the board of directors is as follows:
This year shall be entrusted by the on-site communication party
Whether the independent director is absent for two consecutive times and fails to attend the director's meeting in person
Name of the person attending the meeting (Times)
Number of meetings (Times) (Times) (Times)
Bao Huifang 10 1 9 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 and the articles of association. Before the meeting of the board of directors, I had a detailed understanding of the company's production and operation, carefully considered the company's proposals, and required the company to provide relevant materials and carefully review the major decisions made by the board of directors, so as to make sufficient preparations for attending the meeting. At the meeting, each topic was carefully considered, actively participated in the discussion, and put forward reasonable suggestions on the company's legal risk control from a professional perspective, which played a positive role in making scientific decisions for the board of directors of the company. During the reporting period, I voted in favour of the relevant proposals considered at all 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.
2、 Performance of duties
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
As the chairman of the nomination committee of the board of directors of the company, a member of the strategy committee, the nomination committee, the audit committee and the remuneration and assessment committee, and a legal professional among the independent directors of the board of directors, I am diligent and conscientious. I make use of my rich legal work experience to give guidance and suggestions on the research of major issues, operation and internal control of the company, and control the legal risks of the company in the process of operation, Improve the decision-making ability of the board of directors. During the reporting period, I recognized the major events of the company in advance 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 sixth meeting of the eighth board of directors held on August 23, 2021, independent opinions were expressed on the proposal on 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 plan on adjusting the estimated amount of daily connected transactions in 2021.
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807)
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 the chairman of the nomination committee of the board of directors, a member of the strategy committee, the nomination committee, the audit committee and the remuneration and assessment committee, I have earnestly performed various duties.
As the chairman of the nomination committee, in strict accordance with the implementation rules of the nomination committee and other relevant systems, I organized the nomination committee to carefully review 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, and held relevant meetings of the Nomination Committee for deliberation, He also expressed independent opinions during the deliberation of the board of directors and fulfilled the duties of the chairman of the nomination committee.
As a member of the strategy committee, nomination committee, audit committee and remuneration and assessment committee, he paid attention to the strategic development of the company and fulfilled the duties of the member of the strategy committee in accordance with the implementation rules of the strategy committee and the implementation rules of the nomination committee and other relevant systems; 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; Did not propose to hire or dismiss accounting firms, and did not independently hire 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, the company
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
Yunnan Aluminium Co.Ltd(000807) I would like to express my heartfelt thanks to all parties for their strong support and cooperation in performing their duties. In 2022, in the spirit of honesty and diligence, I will continue to perform the duties of independent directors in accordance with the requirements of laws and regulations, strengthen communication and cooperation with the board of directors, the board of supervisors and the management of the company, give full play to the role of independent directors, make use of legal expertise and experience to provide more constructive suggestions for the development of the company, and enhance the decision-making ability and leadership level of the board of directors, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Bao Huifang
February 21, 2023
National environment friendly enterprise Yunnan Aluminium Co.Ltd(000807) · China green aluminum
