Wuhu Conch Profiles And Science Co.Ltd(000619)
2021 annual report of independent directors
As an independent director of Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as "the company"), in 2021, I performed my duties in strict accordance with the provisions of the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in listed companies, the articles of association and other rules and regulations, carried out work in accordance with the independent director system formulated by the company, and reviewed the materials submitted by the company We strengthened communication with the company's audit institutions and other ways to understand the company's operation. At the same time, we participated in the company's board of directors and shareholders' meeting, gave full play to our professional expertise, and did a lot of work in the standardized operation of the board of directors and the brewing of major decisions, which played a positive role in the scientific decision-making of the board of directors and effectively safeguarded the interests of the company and the majority of shareholders.
1、 Attendance at meetings
In 2021, the company held 13 meetings of the board of directors during my term of office. I attended them on time, carefully considered various topics, actively participated in the discussion and put forward reasonable suggestions, and issued independent opinions on relevant matters, so as to promote the board of directors to further improve the standard operation and scientific decision-making level. In 2022, I fully discussed and carefully considered all the proposals considered by the board of directors, and voted in favour without objection or abstention. At the same time, the company also gave great support to my work and did not prevent independent directors from making independent judgments. In 2021, the company held the first extraordinary general meeting of shareholders in 2021 and the second extraordinary general meeting of shareholders in 2021 during my term of office. I attended on time and seriously discussed relevant issues with shareholders, directors and supervisors.
2、 Independent opinions
In 2021, in accordance with the requirements of relevant regulations, after understanding the situation and consulting relevant materials, I expressed some independent opinions on the proposal of the board meeting. Based on the ninth session of the board of directors' meeting on promoting the development of SCR denitration industry, I expressed my opinions on the fifth session of the ninth session of the board of directors, which was mainly conducive to the development of SCR denitration industry. Based on the fact that I participated in the ninth session of the board of directors' meeting, I was optimistic about the development of SCR denitration industry. This transaction adopts the method of listing and bidding in the property rights trading center. The transaction price is reasonable and fair, in line with the principles of fair, open and fair market business, and does not damage the interests of the company and shareholders. The voting procedure of this matter is legal, and the related directors avoided voting when the board of directors considered this matter, which is in line with the provisions of relevant laws, regulations and the articles of association of the company.
2. The independent opinions on relevant matters of the seventh session of the ninth board of directors was issued at the seventh session of the ninth board of directors of the company. The main matters include the capital transactions of related parties and the external guarantee of the company, and the renewal of the general manager of the company. No objection was raised to the above matters.
3. At the 8th meeting of the 9th board of directors of the company, the independent opinions on relevant matters of the 8th meeting of the 9th board of directors were issued. The main matters include the proposed acquisition of 70% equity of Henan zhonghengmei new materials Co., Ltd., the proposed acquisition of some land use rights and related real estate of Zhengzhou Faxiang Aluminum Co., Ltd., and the addition of daily connected transaction quota in 2021. No objection was raised to the above matters. 4. At the 11th meeting of the 9th board of directors of the company, the independent opinions on relevant matters of the 11th meeting of the 9th board of directors was issued. The main matters are about the addition of daily connected transaction quota in 2021. In my opinion, this connected transaction is required by the company's normal business, and the price of connected transaction is priced according to the market, which is in line with the market business principles of fairness, openness and fairness, and does not harm the interests of the company and shareholders. 5. At the 12th meeting of the 9th board of directors of the company, the independent opinions on relevant matters of the 12th meeting of the 9th board of directors was issued, and it was agreed to appoint Mr. Zhu Shouyi as the deputy general manager of the company.
6. The independent opinions on relevant matters of the 13th session of the 9th board of directors was issued at the 13th session of the 9th board of directors of the company. The main matters are about the delayed settlement of main raw materials. I believe that on the premise of ensuring normal production and operation, the company uses its own funds to carry out PVC delayed settlement business in order to control the company's production costs, prevent operational risks and improve the company's ability to resist market fluctuations, There is no situation that damages the interests of the company and all shareholders. The company's derivatives trading management system has defined the organization, business operation process, approval process and risk control measures for the company's conduct of relevant business. Therefore, I agree and confirm the deferred settlement business of main raw materials carried out by the company. For the above matters, the company has obtained my approval in advance, and I have not raised any objection.
3、 Work done in protecting the rights and interests of investors
As an independent director of the company, I worked diligently and conscientiously in 2021 to safeguard the rights and interests of investors, which is embodied in the following aspects:
1. Conscientiously perform the duties of independent directors, consult relevant documents in detail for each proposal submitted to the board of directors and the professional committee of the board of directors for deliberation, and use their own professional knowledge to exercise their voting rights independently, objectively and prudently.
2. Pay full attention to the company's financial operation and capital exchange, actively understand the industry development and business dynamics of the company, strictly perform the duties of independent directors, and strive to improve the company's standardized operation and scientific decision-making level.
3. Attach importance to and pay attention to the company's information disclosure, so that the company can complete the information disclosure in a timely, accurate and complete manner in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules, the company's information disclosure management system and other laws and administrative regulations. 4. Actively study relevant laws, regulations and rules, especially those related to regulating the corporate governance structure and protecting the rights and interests of public shareholders, constantly deepen understanding and understanding, and effectively improve the ability to protect the interests of investors.
4、 Perform duties and responsibilities in the audit of the company's 2021 Annual Report
As an independent director of the company and a member of the professional committee of the board of directors, I earnestly fulfilled relevant responsibilities and obligations in the audit of the company's 2021 annual report, as follows:
Before entering the site, the audit institution listened to the report on the audit work arrangement of the company's 2021 annual accounting statements, reviewed the financial and accounting statements prepared by the company, considered that the financial and accounting statements can reflect the company's financial status and operating results, and agreed to submit the financial and accounting statements to the annual audit certified public accountant for audit.
Maintain communication with the annual audit accountant during the audit process, understand the audit progress, and urge him to submit the audit report within the agreed time limit. After the accountant issued the preliminary audit opinion, he reviewed the audited financial statements of the company and believed that the financial report of the company truly, accurately and completely reflected the overall operation of the company in 2021.
5、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There are no independent external audit institutions and consulting institutions.
Later, in accordance with the provisions and requirements of relevant laws and regulations, I will continue to earnestly, conscientiously and diligently perform the duties of independent directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
It is hereby reported.
Independent director: Chen Jun
March 26, 2022
Wuhu Conch Profiles And Science Co.Ltd(000619)
2021 annual report of independent directors
As an independent director of Wuhu Conch Profiles And Science Co.Ltd(000619) (hereinafter referred to as "the company"), in 2021, I performed my duties in strict accordance with the provisions of the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in listed companies, the articles of association and other rules and regulations, carried out work in accordance with the independent director system formulated by the company, and reviewed the materials submitted by the company We strengthened communication with the company's audit institutions and other ways to understand the company's operation. At the same time, we participated in the company's board of directors and shareholders' meeting, gave full play to our professional expertise, and did a lot of work in the standardized operation of the board of directors and the brewing of major decisions, which played a positive role in the scientific decision-making of the board of directors and effectively safeguarded the interests of the company and the majority of shareholders.
1、 Attendance at meetings
In 2021, the company held 13 meetings of the board of directors during my term of office. I attended them on time, carefully considered various topics, actively participated in the discussion and put forward reasonable suggestions, and issued independent opinions on relevant matters, so as to promote the board of directors to further improve the standard operation and scientific decision-making level. In 2022, I fully discussed and carefully considered all the proposals considered by the board of directors, and voted in favour without objection or abstention. At the same time, the company also gave great support to my work and did not prevent independent directors from making independent judgments. In 2021, the company held the first extraordinary general meeting of shareholders in 2021 and the second extraordinary general meeting of shareholders in 2021 during my term of office. I attended on time and seriously discussed relevant issues with shareholders, directors and supervisors.
2、 Independent opinions
In 2021, in accordance with the requirements of relevant regulations, after understanding the situation and consulting relevant materials, I expressed some independent opinions on the proposal of the board meeting. Based on the ninth session of the board of directors' meeting on promoting the development of SCR denitration industry, I expressed my opinions on the fifth session of the ninth session of the board of directors, which was mainly conducive to the development of SCR denitration industry. Based on the fact that I participated in the ninth session of the board of directors' meeting, I was optimistic about the development of SCR denitration industry. This transaction adopts the method of listing and bidding in the property rights trading center. The transaction price is reasonable and fair, in line with the principles of fair, open and fair market business, and does not damage the interests of the company and shareholders. The voting procedure of this matter is legal, and the related directors avoided voting when the board of directors considered this matter, which is in line with the provisions of relevant laws, regulations and the articles of association of the company.
2. The independent opinions on relevant matters of the seventh session of the ninth board of directors was issued at the seventh session of the ninth board of directors of the company. The main matters include the capital transactions of related parties and the external guarantee of the company, and the renewal of the general manager of the company. No objection was raised to the above matters.
3. At the 8th meeting of the 9th board of directors of the company, the independent opinions on relevant matters of the 8th meeting of the 9th board of directors were issued. The main matters include the proposed acquisition of 70% equity of Henan zhonghengmei new materials Co., Ltd., the proposed acquisition of some land use rights and related real estate of Zhengzhou Faxiang Aluminum Co., Ltd., and the addition of daily connected transaction quota in 2021. No objection was raised to the above matters. 4. At the 11th meeting of the 9th board of directors of the company, the independent opinions on relevant matters of the 11th meeting of the 9th board of directors was issued. The main matters are about the addition of daily connected transaction quota in 2021. In my opinion, this connected transaction is required by the company's normal business, and the price of connected transaction is priced according to the market, which is in line with the market business principles of fairness, openness and fairness, and does not harm the interests of the company and shareholders. 5. At the 12th meeting of the 9th board of directors of the company, the independent opinions on relevant matters of the 12th meeting of the 9th board of directors was issued, and it was agreed to appoint Mr. Zhu Shouyi as the deputy general manager of the company.
6. The independent opinions on relevant matters of the 13th session of the 9th board of directors was issued at the 13th session of the 9th board of directors of the company. The main matters are about the delayed settlement of main raw materials. I believe that on the premise of ensuring normal production and operation, the company uses its own funds to carry out PVC delayed settlement business in order to control the company's production costs, prevent operational risks and improve the company's ability to resist market fluctuations, There is no situation that damages the interests of the company and all shareholders. The company's derivatives trading management system has defined the organization, business operation process, approval process and risk control measures for the company's conduct of relevant business. Therefore, I agree and confirm the deferred settlement business of main raw materials carried out by the company. For the above matters, the company has obtained my approval in advance, and I have not raised any objection.
3、 Work done in protecting the rights and interests of investors
As an independent director of the company, I worked diligently and conscientiously in 2021 to safeguard the rights and interests of investors, which is embodied in the following aspects:
1. Conscientiously perform the duties of independent directors, consult relevant documents in detail for each proposal submitted to the board of directors and the professional committee of the board of directors for deliberation, and use their own professional knowledge to exercise their voting rights independently, objectively and prudently.
2. Pay full attention to the company's financial operation and capital exchange, actively understand the industry development and business dynamics of the company, strictly perform the duties of independent directors, and strive to improve the company's standardized operation and scientific decision-making level.
3. Attach importance to and pay attention to the company's information disclosure, so that the company can complete the information disclosure in a timely, accurate and complete manner in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules, the company's information disclosure management system and other laws and administrative regulations. 4. Actively study relevant laws, regulations and rules, especially those related to regulating the corporate governance structure and protecting the rights and interests of public shareholders, constantly deepen understanding and understanding, and effectively improve the ability to protect the interests of investors.
4、 Perform duties and responsibilities in the audit of the company's 2021 Annual Report
As an independent director of the company, I earnestly fulfilled relevant responsibilities and obligations in the audit of the company's 2021 annual report, as follows:
Before entering the site, the audit institution listened to the report on the audit work arrangement of the company's 2021 annual accounting statements, reviewed the financial and accounting statements prepared by the company, considered that the financial and accounting statements can reflect the company's financial status and operating results, and agreed to submit the financial and accounting statements to the annual audit certified public accountant for audit.
Maintain communication with the annual audit accountant during the audit process, understand the audit progress, and urge him to submit the audit report within the agreed time limit. After the accountant issued the preliminary audit opinion, he reviewed the audited financial statements of the company and believed that the financial report of the company truly, accurately and completely reflected the overall operation of the company in 2021.
5、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. No independent external recruitment
