Shandong Humon Smelting Co.Ltd(002237)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an Shandong Humon Smelting Co.Ltd(002237) independent director, in strict accordance with the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws and regulations, as well as the provisions and requirements of the articles of association and the working system of independent directors, I performed my duties diligently and fully played the role of independent directors in 2021, Safeguarding the legitimate rights and interests of the company and public shareholders.
I hereby report my performance in 2021 as follows:
1、 Attendance at meetings
In 2021, during my tenure, the company held 8 board meetings, including 3 on-site meetings and 5 meetings by communication; Attend the extraordinary general meeting of shareholders for 3 times without voting rights, and there is no absence or entrustment of other directors to attend the board of directors. As an independent director, he took the initiative to understand and obtain the information and materials needed before making decisions before the board of directors was held, understood the production, operation and operation of the company in detail, and made sufficient preparations for the important decisions of the board of directors. Voted in favor of all proposals considered by the board of directors of the company.
The board of directors and general meeting of shareholders convened and held by the company in 2021 comply with legal procedures, and major business decisions and other major matters have fulfilled relevant approval procedures, which are legal and effective.
2、 Independent opinions
(I) the eighth meeting of the ninth board of directors expressed independent opinions on the following matters:
1. Independent opinions on the internal control evaluation report of the company;
2. Independent opinions on the annual deposit and use of raised funds;
3. Independent opinions on profit distribution and conversion of accumulation fund;
4. Independent opinions on the remuneration of directors, supervisors and senior managers of the company;
5. Independent opinions on the renewal of the company's 2021 financial audit institution;
6. Independent opinions on the prediction of daily connected transactions with Jiangxi Copper Co., Ltd. and its related parties, humon group and its related parties in 2021;
7. Independent opinions on hedging business in 2021;
8. Independent opinions on the risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd;
9. Independent opinions on the special description of the company's deposits, loans and other financial businesses involving the related party transactions of the financial company;
10. Special instructions and independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company.
(II) the ninth meeting of the ninth board of directors expressed independent opinions on the following matters:
1. Independent opinions on the by election of non independent directors.
(III) the second interim meeting of the ninth board of directors in 2021 expressed independent opinions on the following matters:
1. Independent opinions on changes in accounting policies.
(IV) express independent opinions on Relevant Issues of the inquiry letter of 2020 annual report.
(V) the 11th meeting of the ninth board of directors expressed independent opinions on the following matters:
1. Special instructions and independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company in the half year of 2021;
2. Independent opinions on the implementation of employee stock ownership plan in 2021;
3. Independent opinions on the risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd;
4. Independent opinions on the provision for asset impairment in the half year of 2021;
5. Independent opinions on adjusting the expected events of daily connected transactions between the company and Jiangxi Copper Company Limited(600362) and its related parties, humon group and its related parties in 2021.
3、 Participation in the performance of duties of each special committee of the board of directors
During the reporting period, I served as the chairman of the nomination committee and the member of the strategy committee of the board of directors of the company, and actively fulfilled my responsibilities and obligations in accordance with the working system of independent directors, the rules of procedure of the nomination committee and other relevant systems. As the chairman of the nomination committee, I organized and held two meetings of the nomination committee in 2021. The annual meeting reviewed and summarized the work of the nomination committee of the board of directors in 2020, and studied and improved the selection criteria and procedures of directors and senior managers according to the company's business activities, asset scale and equity structure; The first interim meeting nominated candidates for non independent directors of the ninth board of directors of the company. Before nomination, members carefully reviewed the resumes and files of relevant personnel to ensure that relevant personnel meet the qualifications for holding corresponding positions of listed companies stipulated in the company law and the articles of association. The nomination committee strictly examined the qualifications of candidates for senior executives and directors, ensured the stability of the company's management and the improvement of operation and management ability, and earnestly performed the duties of members of the professional committee.
4、 On site investigation of listed companies
In 2021, I took advantage of the opportunity of attending the board of directors and shareholders' meeting to visit and investigate the company's production and operation site. By reading the company's various business reports, financial reports, risk management, audit, related party transactions and other reports, and by means of telephone and e-mail, I maintained daily contact with the management, raised relevant questions and asked for relevant materials at any time, and received timely responses. And analyze the market situation and industry development trend faced by the company together with the management, make use of their own professional knowledge and practical experience, put forward their own opinions and suggestions for the company, and earnestly perform the duties of independent directors.
5、 Work done in protecting the rights and interests of investors
1. Continue to pay attention to the company's information disclosure. For major matters that need to be considered and decided by the board of directors, I have carefully reviewed the materials provided by the company, deeply understood the drafting of relevant proposals, and used professional knowledge to express professional opinions in the decision-making of directors, so as to promote the sustainable and healthy development of the company from the system. In addition, pay special attention to the impact of relevant bills on the interests of public shareholders, and safeguard the legitimate rights and interests of the company and minority shareholders.
2. In addition to attending the company's meetings, I investigated the implementation of the company's management and internal control system and the implementation of the resolutions of the board of directors, and faithfully performed the duties of independent directors.
3. During the preparation of this annual report, the independent directors listened to the company's management report on the production and operation of this year and the progress of major events. After the CPA issued the preliminary audit opinion and before the company held the board meeting to review the annual report, it communicated with the CPA, discussed the problems found in the audit process, and issued special instructions and independent opinions on the relevant proposals of the annual board of directors.
4. I always adhere to the learning attitude of continuous improvement and self-improvement, actively get familiar with the changing trend of the industry, update the knowledge in the professional field, and keep pace with the times in the update of laws and regulations and policy dynamics. By actively studying the provisions of relevant regulations and normative documents newly issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, we have further deepened our understanding and understanding of relevant laws and regulations such as standardizing the corporate governance structure and protecting the interests of minority shareholders, and continuously improved our awareness of the protection of the legitimate rights and interests of the company and public shareholders.
6、 Other work performed by independent directors
1. There is no proposal to convene the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions.
The above is my performance in 2021. In 2022, I will continue to faithfully and diligently perform the duties of independent directors, give full play to my professional knowledge and work experience, and provide reference for the correct decision-making of the company's board of directors, so as to promote the healthy, sustainable and stable development of the company.
Finally, I would like to express my heartfelt thanks to the board of directors, senior managers and other relevant personnel for their active cooperation and strong support in the process of performing our duties!
It is hereby reported.
Shandong Humon Smelting Co.Ltd(002237)
Independent director: Huang Jianbai
March 22, 2022
Shandong Humon Smelting Co.Ltd(002237)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an Shandong Humon Smelting Co.Ltd(002237) independent director, in strict accordance with the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws and regulations, as well as the provisions and requirements of the articles of association and the working system of independent directors, I performed my duties diligently and fully played the role of independent directors in 2021, Safeguarding the legitimate rights and interests of the company and public shareholders.
I hereby report my performance in 2021 as follows:
1、 Attendance at meetings
In 2021, during my tenure, the company held 8 board meetings, including 3 on-site meetings and 5 meetings by communication; Attend the extraordinary general meeting of shareholders for 3 times without voting rights, and there is no absence or entrustment of other directors to attend the board of directors. As an independent director, he took the initiative to understand and obtain the information and materials needed before making decisions before the board of directors was held, understood the production, operation and operation of the company in detail, and made sufficient preparations for the important decisions of the board of directors. Voted in favor of all proposals considered by the board of directors of the company.
The board of directors and general meeting of shareholders convened and held by the company in 2021 comply with legal procedures, and major business decisions and other major matters have fulfilled relevant approval procedures, which are legal and effective.
2、 Independent opinions
(I) the eighth meeting of the ninth board of directors expressed independent opinions on the following matters:
1. Independent opinions on the internal control evaluation report of the company;
2. Independent opinions on the annual deposit and use of raised funds;
3. Independent opinions on profit distribution and conversion of accumulation fund;
4. Independent opinions on the remuneration of directors, supervisors and senior managers of the company;
5. Independent opinions on the renewal of the company's 2021 financial audit institution;
6. Independent opinions on the prediction of daily connected transactions with Jiangxi Copper Co., Ltd. and its related parties, humon group and its related parties in 2021;
7. Independent opinions on hedging business in 2021;
8. Independent opinions on the risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd;
9. Independent opinions on the special description of the company's deposits, loans and other financial businesses involving the related party transactions of the financial company;
10. Special instructions and independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company.
(II) the ninth meeting of the ninth board of directors expressed independent opinions on the following matters:
1. Independent opinions on the by election of non independent directors.
(III) the second interim meeting of the ninth board of directors in 2021 expressed independent opinions on the following matters:
1. Independent opinions on changes in accounting policies.
(IV) express independent opinions on Relevant Issues of the inquiry letter of 2020 annual report.
(V) the 11th meeting of the ninth board of directors expressed independent opinions on the following matters:
1. Special instructions and independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company in the half year of 2021;
2. Independent opinions on the implementation of employee stock ownership plan in 2021;
3. Independent opinions on the risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd;
4. Independent opinions on the provision for asset impairment in the half year of 2021;
5. Independent opinions on adjusting the expected events of daily connected transactions between the company and Jiangxi Copper Company Limited(600362) and its related parties, humon group and its related parties in 2021.
3、 Participation in the performance of duties of each special committee of the board of directors
During the reporting period, I served as the chairman of the remuneration and assessment committee of the board of directors, the member of the audit committee and the member of the nomination committee, and actively performed my responsibilities and obligations in accordance with the provisions of the working system of independent directors, the rules of procedure of the remuneration and assessment committee and other relevant systems. As the chairman of the remuneration and appraisal committee, I organized and held two meetings of the remuneration and appraisal committee in 2021. The annual meeting will review the annual remuneration of directors, supervisors and senior managers in 2020, summarize the work in 2020 and report the work plan in 2021; For the first time, temporarily review the 2021 employee stock ownership plan (Draft) and its summary, and formulate the management measures of 2021 employee stock ownership plan.
4、 On site investigation of listed companies
In 2021, I took advantage of the opportunity of attending the board of directors and shareholders' meeting to visit and investigate the company's production and operation site. By reading the company's various business reports, financial reports, risk management, audit, related party transactions and other reports, and by means of telephone and e-mail, I maintained daily contact with the management, raised relevant questions and asked for relevant materials at any time, and received timely responses. And analyze the market situation and industry development trend faced by the company together with the management, make use of their own professional knowledge and practical experience, put forward their own opinions and suggestions for the company, and earnestly perform the duties of independent directors.
5、 Work done in protecting the rights and interests of investors
Carefully reviewed the materials provided by the company, deeply understood the drafting of relevant bills, used professional knowledge to express professional opinions in the decision-making of directors, and promoted the sustainable and healthy development of the company from the perspective of system. In addition, pay special attention to the impact of relevant bills on the interests of public shareholders, and safeguard the legitimate rights and interests of the company and minority shareholders.
2. In addition to attending the company's meetings, I investigated the implementation of the company's management and internal control system and the implementation of the resolutions of the board of directors, and faithfully performed the duties of independent directors.
3. During the preparation of this annual report, the independent directors listened to the company's management report on the production and operation of this year and the progress of major events. After the CPA issued the preliminary audit opinion and before the company held the board meeting to review the annual report, it communicated with the CPA, discussed the problems found in the audit process, and issued special instructions and independent opinions on the relevant proposals of the annual board of directors.
4. I always adhere to the study of continuous improvement and self-improvement
