Report on the work of independent directors in 2021
(reporter: Bu Xinping)
As an independent director of Shenyang Chemical Co.Ltd(000698) (hereinafter referred to as “the company”), during my tenure, I carefully exercised my powers and performed my duties in accordance with the provisions and requirements of the company law, the securities law, the guidelines for the performance of independent directors of listed companies, the articles of Association and other relevant laws, regulations and rules, so as to better supervise the standardized operation of the company and safeguard the interests of the company and all shareholders. Now I report the performance of my duties this year as follows:
1、 Attendance at company meetings in 2021
In 2021, I attended all 10 meetings of the board of directors and 3 general meetings of shareholders held by the company after serving as an independent director. During my tenure, in strict accordance with the requirements of relevant laws and regulations, and with a prudent and rigorous attitude, I carefully considered the proposals submitted to the board of directors during the year, took the initiative to understand and obtain the materials required for judgment, and actively participated in the discussion by using my own professional knowledge. I believe that the convening, convening and voting procedures of the company’s board of directors meet the provisions of laws and regulations, The company’s major business decision-making and other major matters have performed the corresponding procedures, which are legal and effective.
2、 Independent opinions
In 2021, I carefully reviewed the meeting materials in accordance with the provisions of relevant laws, regulations and normative documents, and issued prior approval and independent opinions on relevant matters of the company as follows:
1. On March 18, 2021, the company held the 20th meeting of the 8th board of directors. I discussed the proposal on the prediction of the company’s daily related party transactions in 2021, the proposal on determining the total credit line of the company’s financial institutions in 2021, the proposal on the company’s guarantee for the loans of its subsidiaries in 2021, the proposal on formulating the plan of dividend return for shareholders (20212023) The proposal on using its own funds to invest in structured deposits, the risk assessment report on China Chemical Finance Co., Ltd. providing financial services to the company, the issuance of the self-evaluation report on the company’s internal control, the occupation of funds and external guarantees by controlling shareholders and other related parties, and the profit distribution plan for 2020. He expressed his independent opinions approved in advance on the deliberation of the proposal on the prediction of daily connected transactions in 2020. For the proposed employment of financial and internal control audit institutions in 2021, for the deliberation of the proposal on the expected supplement of daily connected transactions in 2020, and for the deliberation of the proposal on borrowing from controlling shareholders and connected transactions The independent opinions on the proposal on signing the entrusted service agreement for 100% equity transfer of Shandong Bluestar Dongda (Nanjing) Co., Ltd. and related party transactions with China Chemical Asset Management Co., Ltd. were approved and agreed in advance.
2. On March 24, 2021, the company held the 21st Meeting of the eighth session of the board of directors, and I gave my independent opinion on the appointment of the Secretary of the board of directors.
3. On April 13, 2021, the company held the 22nd Meeting of the eighth session of the board of directors, and I expressed my independent opinions on the nomination of non independent directors and candidates for independent directors.
4. On August 24, 2021, the company held the 25th meeting of the eighth session of the board of directors. I expressed my independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties, and on the deliberation of the proposal on the risk assessment report of China Chemical Finance Co., Ltd. The independent opinions of prior approval and consent were expressed on the deliberation of the proposal on adjusting the forecast of daily connected transactions in 2021.
5. On November 19, 2021, the company held the 27th meeting of the eighth session of the board of directors, and I expressed my agreed independent opinions on the general election of the board of directors.
6. On December 6, 2021, the company held the first meeting of the ninth session of the board of directors. I expressed my independent opinions on the relevant proposals on the appointment of senior managers and the adjustment of the annual allowance of independent directors.
7. On December 30, 2021, the company held the second meeting of the ninth session of the board of directors. I gave my independent opinion on the proposal on the risk assessment report of Sinochem Finance Co., Ltd. providing financial services for the company. I gave my independent opinion on the proposal on the proposed signing of the financial services agreement and related party transactions between the company and Sinochem Group Finance Co., Ltd.
3、 Performance of special committees
I am the chairman of the remuneration and assessment committee of the board of directors and a member of the audit committee and the nomination committee. During the reporting period, he participated in the meetings of the remuneration and assessment committee in strict accordance with the articles of association and the working rules of the remuneration and assessment committee of the board of directors, diligently performed his duties, organized and implemented the tenure remuneration assessment of the company’s directors and senior executives, reviewed the annual remuneration of the company’s directors and senior executives, and considered that the determination and payment of their remuneration standard and total annual remuneration were combined with their respective post performance, Comply with the company’s salary management regulations, and the assessment scheme is reasonable and effective. 4、 Work done to protect the rights and interests of investors
1. Prior recognition of related party transactions. Before the board of directors deliberated the relevant proposals on related party transactions, it reviewed the relevant meeting documents in advance and approved them in advance.
2. Pay attention to the implementation of the company’s public information disclosure. In strict accordance with the articles of association, the working system of independent directors and other relevant requirements, strengthen information disclosure, and timely grasp the company’s information disclosure by understanding the relevant contents of the company’s information disclosure website and newspaper, so as to ensure the fairness, authenticity, accuracy, integrity and timeliness of the company’s information disclosure and safeguard the legitimate rights and interests of minority shareholders.
5、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions;
3. There was no public solicitation of voting rights from shareholders before the general meeting of shareholders.
In 2022, I will continue to earnestly perform the duties of independent directors and give full play to the positive role of independent directors. The company gave full support to my work, fully respected my independent judgment as an independent director in major decisions, and safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Independent director: Bu Xinping March 29, 2002
