Sichuan Anning Iron And Titanium Co.Ltd(002978)
Report on the work of independent directors in 2021
As an independent director of Sichuan Anning Iron And Titanium Co.Ltd(002978) (hereinafter referred to as “the company”), I strictly abide by the company law, the securities law, the rules for independent directors of listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders, the guidelines for the performance of duties of independent directors of listed companies In accordance with the provisions and requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, the articles of association, etc., they exercise their rights diligently, independently and prudently, effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and contribute to the standardization, stability and Healthy development has played a better role in promoting. My performance of duties in 2021 is briefly reported as follows: I. attendance at the meeting
My attendance at the board of directors and general meeting of shareholders in 2021 is as follows:
The on-site attendance during the reporting period is entrusted by the corresponding party. Is it continuous
Name should attend the meeting of the board of directors, attend the meeting of the board of directors, absent directors twice, fail to attend the shareholders’ meeting in person number of times of the meeting number of times of the meeting number of times of the meeting from the number of times of the meeting of the board of directors
Liao Zhongxin 10 0 9 1 0 No 4
I studied and deliberated all the proposals submitted to the board of directors and the general meeting of shareholders this year, communicated with the management, actively put forward my own opinions and opinions, exercised my voting rights independently, objectively and prudently, and finally voted in favour of all the proposals. 2、 Independent opinions
In 2021, I issued prior approval opinions and independent opinions on the following matters:
Types of opinions on proposals considered at the sequence time session
number
1. The 5th board of directors in 2021 1 1. Pre approval opinions on the proposal on the prediction of the company’s daily connected transaction quota in 2021, and the fourth independent opinion of the meeting on May 20
2. The 5th board of directors in March 2021 1 1. Independent opinions on the implementation of capital increase to wholly-owned subsidiaries by using part of the raised funds
On June 22, the meeting held the fifth proposal on raising investment projects and increasing the special account for raised funds
3 in 2021, the 5th board of directors 1. Independent opinions on the proposal on the pre approval opinions on the deposit and actual use of raised funds in 2020 and the special report on the sixth meeting on March 30
2. Plan for profit distribution in 2020
3. About the self evaluation report on internal control of the company in 2020
Motion
4. Proposal on the proposed reappointment of the accounting firm in 2021
5. Proposal on changes in accounting policies
6. Proposal on the remuneration scheme of directors and senior managers
4. The 5th board of directors in June 2021 1 1. Independent opinions on the use of idle raised funds and idle self owned funds
Proposal on the ninth financial management meeting on July 7
1. On the deposit and actual use of raised funds in the half year of 2021
Pre approval opinions on the proposal of the special report on the situation of the Fifth Board of directors in August 2021, the 10th meeting on May 4, 2. Independent opinions on the plan for profit distribution in the half year of 2021
3. Proposal on increasing the estimated amount of daily connected transactions in 2021
case
6. The 5th board of directors in October 2021 1 1. Independent opinions on the proposal on the appointment of senior managers
The 11th meeting on May 25
7. The 5th board of directors in November 2021 1 1. Independent opinions on the resignation and appointment of the general manager
The 12th meeting on September 29
8. The 5th board of directors in December 2021 1 1. Independent opinions on the proposal on the appointment of senior managers
The 13th meeting on January 21
3、 Performance of special committees
The board of directors of the company has a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee. In addition to the strategy committee, the conveners of the nomination committee, the audit committee and the remuneration and assessment committee are all held by independent directors, and the number of independent directors exceeds 1 / 2.
In 2021, as an independent director of the company, the company provided necessary working conditions and strong support for me to perform my duties as an independent director before the meeting of the board of directors. I took the initiative to have an in-depth understanding of the relevant information required for the resolution by listening to reports, reading materials and participating in discussions, so as to make full preparations for the important decisions of the board of directors. At the meeting, I actively participated in the discussion, carefully considered each proposal, put forward reasonable suggestions and opinions in combination with my personal professional knowledge, and exercised the right to vote and expressed independent opinions in a cautious manner on the basis of fully understanding the matters under consideration.
During the reporting period, the convening and convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and other major matters such as major business decisions were carried out in accordance with relevant procedures. The resolutions and deliberations of the meeting were legal and effective. Therefore, I did not raise any objection to the proposals of the board of directors of the company during the year, and voted in favour of them without objection or abstention.
In 2021, my attendance at the special committee of the board of directors is as follows:
Attendance at the Committee
Audit committee remuneration and assessment committee Nomination Committee Strategy Committee
full name
Attend in person entrust attend in person entrust attend in person entrust attend in person entrust attend in person entrust attend in person times times of attendance
Liao Zhongxin 6 0 1 0 3 0 1 0
4、 On site investigation of the company
In 2021, I attended the meetings of the board of directors, the general meeting of shareholders and the special committee of the company, listened to the report of the company’s management on the company’s operation and standardized operation, and conducted on-site investigation in the company, so as to make me have a more comprehensive understanding of the company’s production, operation and financial situation. Before the board of directors discusses major issues, the office of the board of directors of the company is required to provide relevant background information, regulations, policy basis and other materials for specific proposals. Always pay attention to the company’s dynamics, especially the relevant media and network reports on the company, focus on the policy changes of relevant national departments and regulators, and comprehensively judge the impact of external environment and market changes on the company. Actively participate in various trainings organized by regulators and the company, and constantly improve professional skills. After serious and active work, I have a deeper understanding of the company, smoother communication with the management, and further improved my ability to perform my duties. During the performance of duties, the chairman, general manager, chief financial officer, Secretary of the board of directors and the office of the board of directors maintained regular communication and exchange with me, enabling me to follow up the production and operation development of the company in real time, providing a large number of basis for me to make independent judgments, and ensuring that I enjoy the same right to know as other directors. The company actively supports and effectively cooperates with my work, and there is no situation that hinders the independence of independent directors. 5、 Work done in protecting the rights and interests of investors
1. As an independent director, I have met the requirements of the rules for independent directors of listed companies, the measures for the supervision of the qualifications of directors, supervisors and senior managers of securities companies and the articles of association. I have not held any position in the company other than an independent director, and there are no other circumstances affecting the independence of independent directors.
2. During the reporting period, I required the company to provide relevant information in advance for careful review of major matters considered and decided by the board of directors of the company, and asked relevant departments and personnel of the company if necessary. On this basis, I used my own professional knowledge to exercise the voting power independently, objectively and prudently, promoted the scientificity and objectivity of the decision-making of the board of directors, and actively safeguarded the legitimate rights and interests of the company and shareholders.
3. During the reporting period, I actively participated in various trainings organized by the company, continuously strengthened the study of relevant laws and regulations, and deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting shareholders’ rights and interests, so as to effectively enhance the ability to protect the interests of the company and investors and form the ideological awareness of consciously protecting shareholders’ rights and interests.
4. During the reporting period, I effectively supervised and verified the company’s information disclosure, ensured the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, ensured that all shareholders had equal access to information, urged the company to strengthen voluntary information disclosure, and effectively safeguarded the legitimate rights and interests of shareholders. Assist the company to promote the construction of investor relations, promote the benign communication between the company and investors, let the company understand the requirements of minority shareholders, and deepen investors’ understanding and recognition of the company. 6、 Other
1. There is no proposal to hold a meeting of the board of directors.
2. There is no proposal to hire or dismiss an accounting firm.
3. There is no independent engagement of external audit institutions and consulting institutions.
4. There is no proposal to convene an extraordinary general meeting of shareholders to the board of directors.
In the new year, I hope that the company will operate more steadily and standardized, strengthen the supervision and improvement of internal control system, better establish a self-discipline, standardized and honest company image, and repay shareholders with better performance. I would like to express my heartfelt thanks to the board of directors and management of the company for their active and effective cooperation and support in the performance of their duties.
Independent director: Liao Zhongxin March 21, 2022
