Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
2021 annual report of independent directors
Dear directors
hello everyone!
In 2021, in strict accordance with the provisions and requirements of the company law, the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant laws and regulations, I scrupulously performed my duties, performed my duties diligently, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, and gave full play to the independent role of independent directors, Effectively safeguard the interests of the company and shareholders, especially public shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
In a diligent and conscientious manner, I actively participated in the board of directors and shareholders’ meeting held by the company in 2021. Before the meeting, I actively communicated with the directors, supervisors, senior managers and relevant staff of the company through the combination of documents, communication and on-site, so as to understand the production, operation and operation of the company, obtain the information required for making decisions, and carefully review each proposal at the meeting, Actively participate in the discussion of various topics and put forward reasonable suggestions, and play a positive role in making correct and scientific decisions for the board of directors. My attendance at the meeting this year is as follows:
In 2021, the company held 8 meetings of the board of directors. I attended the meeting in person in strict accordance with the provisions and requirements of the articles of association, and diligently performed the duties of independent directors without entrustment or absence. The general meeting of shareholders was held twice, and I attended the meeting in strict accordance with the provisions and requirements of the articles of association and the rules of procedure of the general meeting of shareholders.
2、 Independent opinions
In 2021, I learned about the operation of the company in detail and expressed independent opinions on relevant matters together with two other independent directors:
Type of opinion on time matters
On January 4, 2021, the company’s pre consent opinion on the expected daily connected transactions in the first quarter of 2021
Independent opinion on January 4, 2021 on the company’s estimated daily connected transactions in the first quarter of 2021
Prior approval opinions on the consent of the company to participate in the investment and establishment of industrial investment fund and related party transactions on January 12, 2021
Independent agreement on the company’s intention to participate in the investment and establishment of industrial investment fund and related party transactions on January 12, 2021
Prior approval of the company’s expected daily connected transactions in 2021
opinion; Prior confirmation on the proposed renewal of the accounting firm in 2021
Comments can be made on March 8, 2021; Prior approval opinions on the general election of the company’s board of directors and the approval of the nomination of independent director candidates by the second board of directors; About directors of the company
General election of the board of directors and proposal of candidates for non independent directors of the second board of directors
Prior approval of the name.
Proposal on the company’s 2020 profit distribution plan; About proposed continuation
Proposal on hiring an accounting firm in 2021; About company 2021
Proposal on annual estimated daily connected transactions; About the company’s 2020
Independent opinions on the special report on the deposit and use of raised funds;
Independent opinions on the company’s 2020 internal control self evaluation report on March 8, 2021; Independent on the re demonstration and extension of the company’s raised investment projects
opinion; About the proportion of controlling shareholders and other related parties in 2020
Special description and independent report on the use of the company’s funds and the company’s external guarantee
opinion; Independent opinions on the general election of the board of directors of the company.
On April 2, 2021, the independent opinion on the appointment of senior managers of the company was agreed
About the proportion of controlling shareholders and other related parties in the half year of 2021
Special description and independent report on the use of the company’s funds and the company’s external guarantee
Comments on August 19, 2021; Independent opinions on the deposit and use consent of the company’s raised funds in the half year of 2021; About increasing the daily association of the company in 2021
Independent opinion on the estimated transaction limit
On August 19, 2021, the company agreed to increase the estimated amount of daily related party transactions in 2021 and approved it in advance
Pre approval opinions on the proposal on increasing the estimated amount of daily connected transactions in 2021 and adjusting the implementation subject of agreed connected transactions on December 8, 2021
Independent opinions on the proposal on increasing the estimated amount of daily connected transactions in 2021 and adjusting the implementation subject of agreed connected transactions on December 8, 2021
3、 Daily work
Keep abreast of the progress of the board of directors, senior management and other relevant matters of the company by email and telephone, and be able to keep abreast of the progress of the board of directors, senior management and other relevant matters of the company in time. For major matters that need to be decided by the board of directors, such as the company’s production and operation, financial management, foreign investment and so on, I listened to the reports of relevant personnel in detail, timely understood the possible risks, expressed opinions on the board of directors and exercised my powers, which effectively promoted the scientificity and objectivity of the decision-making of the board of directors.
4、 Responsibilities performed in annual report work
I perform my duties in strict accordance with the provisions of the company’s independent director system and the annual report working system of independent directors to ensure the smooth progress of the annual report in 2021.
During the audit of the company’s 2021 financial report and the preparation of the annual report, I made a field visit to the company, carefully listened to the report of the company’s management on the company’s production and operation in 2021 and other major matters, and listened to the report of the company’s chief financial officer on the company’s financial status and operating results in 2021; Communicate with the annual audit accountant, pay attention to the audit work arrangement and audit progress of the annual report in 2021, timely communicate with the annual audit accountant about the problems found in the audit process and actively solve them.
5、 Work done in protecting the legitimate rights and interests of investors
1. Information disclosure. Urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the measures for the administration of information disclosure; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure.
2. Protect the legitimate rights and interests of investors. Pay attention to the important information disclosed by the company in the media and online, and maintain timely communication with the company’s management.
3. Corporate governance and operation management. In accordance with relevant regulations and requirements, the proposals and relevant materials considered by the board of directors were carefully reviewed in advance, and the voting rights were exercised independently and prudently; Deeply understand the improvement and implementation of the company’s operation, management and internal control systems, consult relevant materials and discuss with you.
6、 Participation in training and learning
I have obtained the qualification certificate of independent director. I always pay attention to learning the latest laws, regulations and various rules and regulations, deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the shareholders’ rights and interests of the public, constantly improve my ability to perform my duties and form an ideological awareness of consciously protecting the shareholders’ rights and interests of the public, Provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
7、 Other matters
(I) there is no proposal to hold a meeting of the board of directors.
(II) there is no proposal to convene an extraordinary general meeting of shareholders.
(III) there is no external audit institution or consulting institution.
As an independent director of the company, I have performed my duties as an independent director in strict accordance with laws, regulations and relevant guidelines, actively participated in the decision-making of major matters of the company, made suggestions for the healthy development of the company and safeguarded the rights and interests of the majority of investors.
Independent director: Cao Xianjun March 22, 2022
