Kaili Catalyst & New Materials Co.Ltd(688269)
Report on the work of independent directors in 2021
As an independent director of Kaili Catalyst & New Materials Co.Ltd(688269) (hereinafter referred to as the company), in 2021, we performed our duties diligently and conscientiously in strict accordance with the company law, the securities law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the rules of independent directors of listed companies and other relevant laws and regulations, normative documents and the articles of association, actively performed the duties of independent directors, and actively participated in the general meeting of shareholders of the company The meetings of the board of directors and the special committees expressed independent opinions on relevant matters, gave full play to the role of independent directors, promoted the sustainable development of the company, effectively safeguarded the legitimate rights and interests of the company and all shareholders, and actively promoted the standardized operation and governance level of the company. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
(I) changes in independent directors
The board of directors shall be elected on August 31, 2029, which is in accordance with the provisions of the articles of association and the relevant laws and regulations. The third branch of the board of directors shall be elected on August 31, 2029. The members of independent directors of the third board of directors remain unchanged.
(II) basic information of current independent directors
1. Mr. Zhang Ningsheng: independent director of the company, born in March 1951, Chinese nationality, without overseas permanent residency, doctoral degree. Second grade professor and doctoral supervisor of School of petroleum engineering, Xi’an University of petroleum. From July 1969 to August 1973, he worked in the third drilling Department of Changqing Oilfield; From January 1977 to December 1990, he successively served as a teacher and deputy director of the Department of development, Department of offshore oil engineering, Southwest Petroleum Institute. From June 1994 to now, he has successively served as a professor, vice president, President and Deputy Secretary of the Party committee of Xi’an Petroleum University; From May 2016 to August 2020, he served as an external director of Shaanxi Provincial Natural Gas Co.Ltd(002267) ( Shaanxi Provincial Natural Gas Co.Ltd(002267) . SZ). Since March 2020, he has served as an independent director of the company.
2. Mr. Wang Zhouhu: independent director of the company, born in June 1960, Chinese nationality, without overseas permanent residency, doctoral degree, professor and doctoral supervisor of Northwest University of political science and law. From August 1983 to now, he has successively served as a teaching assistant, lecturer, associate professor, Professor, department head and President of Northwest University of political science and law, mainly engaged in the teaching and research of administrative law and administrative litigation law, and is now a professor of Administrative Law School of Northwest University of political science and law. From September 2019 to now, he has served as an independent director of Xi’An Tian He Defense Technology Co.Ltd(300397) ( Xi’An Tian He Defense Technology Co.Ltd(300397) . SZ); From December 2019 to now, he has served as an independent director of Xi’An Catering Co.Ltd(000721) ( Xi’An Catering Co.Ltd(000721) . SZ); Since December 2019, he has been an independent director of the company.
3. Ms. Wang Jianling: independent director of the company, born in May 1974, Chinese nationality, without overseas permanent residency, doctoral degree, Chinese certified public accountant (non practicing member), professor. From July 1994 to August 1997, he served as the accountant of China Construction Bank Corporation(601939) Jincheng sub branch of Shanxi Province. Since July 2000, he has worked in Xi’an Jiaotong University and successively served as the lecturer, associate professor, professor and doctoral supervisor of the school of management; From May 2017 to now, he has served as an independent director of Qinghai Salt Lake Industry Co.Ltd(000792) ( Qinghai Salt Lake Industry Co.Ltd(000792) . SZ); From April 2019 to now, he has served as an independent director of aiso Information Co., Ltd; From June 2019 to now, he has served as a director of Shaanxi Sirui new materials Co., Ltd. Since December 2019, he has been an independent director of the company.
(III) whether there are conditions affecting independence
As an independent director of the third board of directors of the company, we, our immediate family members and major social relations do not serve in the company or its subsidiaries; Not directly or indirectly holding the issued shares of the company, not the top ten shareholders of the company, not working in the shareholder units directly or indirectly holding 5% or more of the issued shares of the company, and not working in the top five shareholder units of the company. We have the independence required by relevant laws and regulations, the articles of association and the working system of independent directors. We have the qualification to serve as independent directors of the company and can ensure objective and independent professional judgment. Therefore, there is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at meetings and performance of duties
In 2021, in accordance with the articles of association and the rules of procedure of the board of directors and other relevant provisions, we participated in the meetings of the board of directors and the meetings of various special committees of the board of directors held by the company, attended the general meeting of shareholders, carefully reviewed relevant materials, actively participated in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors and give full play to our professional expertise, A lot of work has been done in the standardization of the operation of the board of directors and the effectiveness of decision-making.
The board of directors has convened and approved major matters in accordance with the procedures of the general meeting of shareholders and other relevant business decisions of the company. We have expressed our opinions on the relevant proposals considered at the board meeting and have no objection to the proposals of the board of directors and other matters of the company. The details of participation are as follows:
Attendance at board meetings
Connected or not
The attendance of independent directors of participating shares this year is now renewed twice by newsletter
Attend the meeting entrusted by the board of directors without attending the meeting in person
Number of meetings
Number of times plus number of times to attend the meeting
Number of discussions
Discuss
Zhang Ningsheng 5 4 1 0 0 No 4
Wang Zhouhu 5 4 1 0 0 No 4
Wang Jianling 5 4 1 0 0 0 4
As an independent director of the company, attend the board of directors and shareholders’ meeting on time.
No absenteeism or failure to attend the meeting in person for two consecutive times.
In 2021, we listened carefully to the company’s relevant information, reviewed the information provided by the company, comprehensively and deeply understood the decision-making matters, and exercised the voting right independently, objectively and prudently. At the same time, the company expressed independent opinions on the company’s re employment of the audit institution in 2021, the use of raised funds, the election of directors, the appointment of senior executives and other matters. We believe that the convening and holding of relevant meetings such as the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant approval procedures have been performed for major business matters and other major matters, which are legal and effective.
(II) convening and attendance of special committees
We hold corresponding positions in the audit committee, strategy committee and remuneration and assessment committee of the board of directors. In 2021, the audit committee held three meetings, the strategy committee held one meeting, and the salary and assessment committee held one meeting respectively. As members of the special committee of the board of directors, we all attended relevant meetings on time, earnestly fulfilled the responsibilities and obligations of independent directors, and put forward opinions and suggestions to the board of directors after reaching opinions on the matters under consideration, which played a positive role in making scientific decisions for the board of directors of the company.
(III) on site investigation and continuity
In 2021, we actively took advantage of our participation in the board of directors, the general meeting of shareholders and other working hours to conduct field visits to the company, and conducted on-site investigations on the company’s operation, management, the construction and implementation of internal control system, and the implementation of resolutions of the board of directors.
We have been paying close attention to the daily production and operation management of the company, continuously understand the daily situation of the company’s operation and management, internal control, implementation of resolutions of the board of directors, financial management, related party transactions, business development and so on, discuss major events such as the company’s internal control construction and executive compensation management, put forward some suggestions on the standardized governance and major decisions of the company, and fully perform the duties of independent directors, Put forward constructive suggestions to the company and effectively participated in the daily operation of the company.
(IV) cooperation of listed companies with independent directors
During the reporting period, the company’s management attached great importance to communication with us, provided relevant materials comprehensively and timely before each board of directors and relevant meetings, and reported the progress of the company’s production and operation and major events, so that we can timely learn the implementation progress of the company’s decisions and master the company’s operation dynamics. The board of directors fully solicited our opinions before making major decisions. The company has provided necessary support and strong assistance for us to better perform our duties.
3、 Key issues of independent directors’ annual performance
(I) related party transactions
The 14th meeting of the second board of directors held on January 21, 2021 deliberated and adopted the proposal on the expected daily connected transactions of the company in 2021. After verification, we believe that the estimated pricing basis of related party transactions is fair and reasonable, in line with the provisions of relevant laws, regulations and company systems. The related party transactions are normal commercial transactions, do not affect the independence of the company, and do not damage the interests of the company and other shareholders, especially minority shareholders. We agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
(II) external guarantee and fund occupation
In 2021, the company has no external guarantee and capital occupation.
(III) use of raised funds
The 16th meeting of the second board of directors and the 7th Meeting of the second board of supervisors held on August 12, 2021 deliberated and adopted the special report on the deposit and use of the company’s raised funds in the half year of 2021. We agree that the special report on the deposit and use of the company’s raised funds in the half year of 2021 complies with relevant laws and regulations such as the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of Shanghai Stock exchange’s science and innovation board, and the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange’s science and Innovation Board No. 1 – standardized operation Laws and regulations, normative documents and relevant provisions of Kaili Catalyst & New Materials Co.Ltd(688269) raised funds management system, there are no violations in the storage and use of raised funds, nor changes or disguised changes in the investment direction of raised funds and damages the interests of shareholders. The information on the storage and use of raised funds disclosed by the company is consistent with the actual situation, and has faithfully fulfilled the obligation of information disclosure.
The 16th meeting of the second board of directors and the 7th Meeting of the second board of supervisors held on August 12, 2021 considered and adopted the proposal on using some idle raised funds for cash management. We agreed that the company plans to use the temporarily idle raised funds with an amount of no more than 150 million yuan (including 150 million yuan) for cash management, The decision-making procedures for the rolling use of funds within the above quota comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, the Listing Rules of Shanghai Stock Exchange Kechuang board, the guidelines for the self-discipline supervision of listed companies on Shanghai Stock Exchange Kechuang board No. 1 – standardized operation, and the articles of association. The company’s use of temporarily idle raised funds for cash management this time does not conflict with the construction content of the raised funds investment project, does not affect the normal implementation of the raised funds investment project, does not change the purpose of the raised funds in a disguised manner, does not affect the normal development of the company’s main business, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree that the company will use the temporarily idle raised funds for cash management.
The 16th meeting of the second board of directors and the 7th Meeting of the second board of supervisors held on August 12, 2021 deliberated and adopted the proposal on using raised funds to replace self raised funds invested in pre raised projects and paying issuance expenses in advance. This time, the company uses raised funds to replace self raised funds invested in pre raised projects and uses raised funds to replace self raised funds paid issuance expenses, The replacement time is less than 6 months from the arrival time of the raised funds, the replacement behavior does not conflict with the implementation plan of the raised investment project, does not affect the normal implementation of the raised investment project, nor does it change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders; The contents and review procedures of this matter comply with the relevant provisions of laws, regulations and normative documents. We agree to the exchange of the raised funds.
(IV) change of board of directors
The 16th meeting of the second board of directors held on August 12, 2021 and the second extraordinary general meeting of shareholders held on August 31, 2021 considered and adopted the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors. After understanding the background and work experience of candidates for non independent directors of the third board of directors of the company, We believe that the candidates for non independent directors of the third board of directors have the qualifications and work experience to perform the duties of directors; The qualifications are not prohibited by the company law, the securities law, the China Securities Regulatory Commission and the Shanghai Stock Exchange. The nomination procedures of candidates for non independent directors of the company comply with the provisions of the company law and other relevant laws and regulations as well as the articles of association. We agree to nominate Mr. Zhang Zhixiang, Mr. Li Bo, Mr. Wang tingxun, Mr. Zeng Lingwei, Mr. Zeng Yongkang and Mr. Wan Kerou as candidates for non independent directors of the third board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
The second session of the board of directors held on August 12, 2021
