Guangdong Chaohua Technology Co.Ltd(002288)
Report on the work of independent directors in 2021
(Shao Xijuan)
As an independent director of Guangdong Chaohua Technology Co.Ltd(002288) (hereinafter referred to as "the company"), I
According to the company law, the guidelines for the governance of listed companies and the regulations on the establishment of independent director system in listed companies
The guiding opinions of the company, the articles of association, the working rules of independent directors and other relevant laws and regulations
And requirements, faithfully and diligently perform the duties of independent directors, and independently, prudently and responsibly perform the duties entrusted by the company
The power of independent directors gives full play to the role of independent directors, promotes the standardized operation of the company and maintains the public interest
The interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. Now, I will present my performance of duties in 2021
The report is as follows:
1、 Attendance at meetings
In 2021, with a diligent attitude, I actively participated in the meetings of the board of directors and shareholders' meeting held by the company
Eastern Conference, carefully review meeting materials, exercise voting rights independently, objectively and prudently, and actively participate in all meetings
The discussion and reasonable suggestions have played a positive role in the correct decision-making of the board of directors.
1. Attendance at the general meeting of shareholders and the board of directors in 2021
Should attend the on-site meeting and attend the meeting by means of communication, whether the name of the shareholder who has not attended the general meeting twice in a row and the number of absences
Number of seats plus number of meetings number of seats number of meetings attended in person
Shao Xijuan 8 2 6 0 0 5
2. Objections
I vote for all the proposals considered at the board meeting in 2021, and I have no objection or abstention
situation. In 2021, the convening of the general meeting of shareholders and the board of directors of the company complied with legal procedures, and major
Relevant examination and approval procedures have been implemented for business decision-making and other major matters, which are legal and effective.
2、 Independent opinions
Meeting date meeting name matters content independent opinions
type
2021 / 1 / 4 the 6th board of directors 1 Independent opinions on the appointment of senior managers of the company
First meeting 2 Independent opinions on the remuneration of senior managers of the company
Meeting
1. Prior approval opinions on the renewal of the audit institution in 2021
2. About the company's deposit in Meizhou Merchants Bank Co., Ltd
Prior approval of related party transactions of payment, settlement and comprehensive credit business
see
3. About the controlling shareholders and other related parties occupying the company's funds and public funds
Independent opinions of the company on external guarantee
The sixth board of directors 4 Independent opinions on the company's 2020 annual report and its summary
2021 / 2 / 26 the fourth meeting 5 Independent opinions on the company's 2020 profit distribution plan agreed at the meeting 6 Independent opinions on the self-evaluation report of the company's internal control
7. Independent opinions on the implementation of the company's internal control rules
8. Independent opinions on the prediction of the guarantee amount of the company and its subsidiaries
9. Independent opinion on renewing the appointment of audit institutions in 2021
About the company's handling of deposits in Meizhou Merchants Bank Co., Ltd
Independent opinions on connected transactions of settlement and comprehensive credit business
10. On the forecast of the trading quota of financial derivatives and the financial derivatives
Independent opinions on the feasibility report of raw products trading
The sixth board of directors
The fifth meeting of the board of directors on April 29, 2021 The independent opinions on the change of accounting policies were agreed at the meeting
1. Independent opinions on the appointment of senior managers of the company
The sixth board of directors 2 About the occupation of the company's assets and assets by controlling shareholders and other related parties
On August 8, 2021, the sixth meeting of the board of directors agreed to the independent opinions on the external guarantee of the company 3 On the full text and abstract of the company's 2021 semi annual report
Opinions
1. About the leasing office and related party transactions of Shenzhen Branch
Pre approval opinion
2. Independent opinions on the by election of non independent directors of the sixth board of directors of the company
Opinions of the 6th Dong Li
2021 / 10 / 28 the seventh meeting 3 Independent opinions on the appointment of senior managers of the company agree that the meeting 4 Resolution on non-public offering of shares and extension of authorization
separate opinion
5. Notice on leasing office and related party transactions of Shenzhen Branch
Opinions
1. About the company's non-public offering of shares and related party transactions
Yi's prior approval opinion
The sixth board of directors 2 On signing the investment cooperation agreement for copper foil industry base project
The independent opinions on the eighth supplementary agreement of the board of directors on December 14, 2021 agreed to the third meeting Independent notice on terminating the non-public offering of A-Shares in 2020
Opinions
4. Independent opinions on non-public offering of shares in 2021
see
5. About the year of Guangdong Chaohua Technology Co.Ltd(002288) 2021
Feasibility analysis of non-public offering of a shares
Independent opinion of the report
6. About the non-public offering of a shares, there is no need to prepare
Independent opinions on the report on the use of the previously raised funds
7. The non-public offering of A-Shares constitutes a connected transaction
Independent opinion of
8. On the signing of the agreement between the company and specific objects
Independent opinion on subscription agreement
9. Non public offering of A-Shares in 2021 diluted spot
Independent intention to repay and take filling measures and commitments of relevant subjects
see
10. Request to the general meeting of shareholders to authorize the board of directors to handle 2021 with full power
Independent opinions on specific matters of annual non-public offering of shares
3、 On site investigation and office work of the company
In 2021, I took advantage of attending the board of directors, the general meeting of shareholders and other times to make an on-site investigation of the company to understand the operation, financial situation and governance of the company, and maintained close contact with other directors, senior managers and relevant staff of the company by telephone or e-mail, so as to timely pay attention to the impact of external environment and market changes on the company and relevant reports, Be able to timely understand and master the progress of major events of the company.
4、 Work of special committees of the board of directors
In 2021, I was the convener of the remuneration and assessment committee of the sixth board of directors, the convener of the audit committee of the sixth board of directors and the member of the nomination committee of the sixth board of directors. During the reporting period, I actively participated in the meeting, timely understood and put forward suggestions on corporate governance, internal control and financial management according to the actual situation of the company and my professional knowledge, and the company adopted them in combination with the actual situation. The specific work is as follows:
1. Work of salary and assessment committee
As the convener of the remuneration and appraisal committee, during my tenure in 2021, I earnestly performed my duties in strict accordance with relevant laws and regulations, the articles of association and the rules of procedure of the remuneration and appraisal committee, convened and presided over a meeting to consider the election of the convener of the remuneration and appraisal Committee of the sixth board of directors and the remuneration of senior managers of the company.
2. Work of the board of Auditors
Laws and regulations, the articles of association and the rules of procedure of the audit committee, participated in relevant meetings, earnestly performed their duties, convened and presided over five meetings, and considered matters such as regular financial reports, renewal of accounting firms, changes in accounting policies, and financial derivatives transactions.
3. Work of the company's nomination committee
As a member of the nomination committee, I participated in relevant meetings in strict accordance with relevant laws and regulations, the articles of association and the rules of procedure of the nomination committee, earnestly performed my duties, attended three meetings, and deliberated on the election of the convener of the nomination committee of the sixth board of directors and the nomination of senior managers.
5、 Work done in protecting the rights and interests of investors
1. Perform duties diligently and express opinions objectively
The board of directors shall review the proposals of the company and the articles of association of the company in an independent manner, and earnestly use their own opinions and professional knowledge to review the proposals of the company and the articles of association of the company, and earnestly perform their own work related to the interests of the board of directors in accordance with the provisions of the articles of association and the articles of association of the company.
2. Continue to pay attention to the company's information disclosure
During the reporting period, I actively supervised the authenticity, accuracy, integrity and timeliness of the company's information disclosure, so that the company can truthfully, timely and accurately disclose periodic reports and other matters that have a significant impact on the company in strict accordance with laws, regulations and relevant provisions of the company, such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, so as to ensure the fairness of public shareholders Obtain relevant information in time.
3. Do a good job in the disclosure of the annual report with due diligence
During the preparation and disclosure of the company's 2021 annual report, I carefully listened to the report of the company's management on the annual production and operation and the progress of major events, understood and mastered the audit work arrangement and audit progress of the annual report, met with the annual audit accountant and communicated with the problems found in the audit process, so as to ensure that the annual report can be disclosed on time and accurately.
4. Improve their ability to perform their duties
I have actively studied the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and the protection of shareholders' rights and interests, continuously improved my ability to perform my duties, provided better opinions and suggestions for the company's scientific decision-making and risk prevention, promoted the company's further standardized operation and strengthened the ability to protect the legitimate rights and interests of the company and investors, Form the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
6、 Problems and suggestions of the company
The company should constantly improve its corporate governance structure and internal control system, strengthen the construction of human resources, and make use of its existing advantages to continuously improve its technological R & D and innovation ability and improve its comprehensive competitiveness.
7、 Other work conditions of myself
(I) there is no proposal to convene the board of directors;
(II) there is no proposed employment or dismissal of accounting firms;
(III) does not exist
