2021 annual report of independent directors
As an independent director of Sailun Group Co.Ltd(601058) (hereinafter referred to as "the company"), in accordance with the relevant requirements of the stock listing rules of Shanghai Stock Exchange, the Sailun Group Co.Ltd(601058) articles of association and the Sailun Group Co.Ltd(601058) independent director work system, we have performed our duties and duties diligently and actively performed the duties of independent directors in 2021. The performance of duties in 2021 is as follows:
1、 Basic information of independent directors
1. Personal resume, professional background and part-time work
Xu Chunhua: former director of the research office and scientific research director of Beijing Rubber Research and Design Institute of the Ministry of chemical industry, vice president of Beijing rubber industry research and Design Institute, chairman of rubber additives professional committee of China Rubber Industry Association, chairman of rubber skeleton materials professional committee of China Rubber Industry Association, vice president of China Rubber Industry Association, executive deputy director of rubber and plastic green manufacturing professional committee of China Chemical Society, Beijing New Universal Science And Technology Co.Ltd(300472) independent director. He is now the honorary chairman and director of the expert committee of rubber additives professional committee of China Rubber Industry Association, the director of the expert committee of rubber skeleton materials professional committee of China Rubber Industry Association, the honorary director of rubber and plastic green manufacturing professional committee of China Chemical Society, the director of China Chemical Engineering Society, the independent director of Xingda International Holdings Co., Ltd. Sailun Group Co.Ltd(601058) independent director.
Liu Shuguo: former material accountant of CSR Sifang Rolling Stock Co., Ltd., financial manager of Qingdao Sifang Kawasaki Rolling Stock Technology Co., Ltd., project manager and senior manager of zhongxinghua Certified Public Accountants (special general partnership). He is currently the chief financial officer of Shandong Xinhai Runbang medical supplies Distribution Co., Ltd., the independent director of Qingdao Qingdao Hi-Tech Moulds & Plastics Technology Co.Ltd(301022) Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd., Shanghai Baolijia Chemical Co.Ltd(301037) independent director and Sailun Group Co.Ltd(601058) independent director.
Dong Hua: former teacher of School of economics and management of Xi'an University of Electronic Science and technology and vice president of School of economics and management of Qingdao University of science and technology. Currently, he is a professor, doctoral supervisor, international project manager appraiser of School of economics and management of Qingdao University of science and technology, appraiser of IPMP China Certification Committee, member of Management Advisory Committee of China Chemical Enterprise Management Association, director of Shandong management society, distinguished expert of Private Economy Research Institute of Qingdao Federation of industry and commerce, editorial board member of chemical management magazine and Sailun Group Co.Ltd(601058) independent director.
2. Description of independence
As independent directors of the company, we have all participated in the professional training organized by Shanghai Stock Exchange and obtained the qualification certificate of independent directors. We all have the independence required by the rules for independent directors of listed companies of China Securities Regulatory Commission, and there is no situation affecting our independence.
2、 Annual performance of independent directors
In 2021, in response to the requirements of epidemic prevention and control, we mainly communicated with the company's management by telephone, e-mail and other means to timely understand the progress of major issues of the company. At the same time, we pay close attention to the impact of national macro policies and market changes on the company, and put forward reasonable suggestions. The company's management and relevant departments have also provided complete conditions and support for us to perform our duties, and there is no situation that affects our independent role and opinions.
Before the meeting, we will learn about the matters under consideration in detail and review the relevant meeting materials; At the meeting, carefully consider each proposal, put forward relevant suggestions and opinions in combination with personal professional knowledge, exercise voting rights and express prior approval opinions and independent opinions in a cautious manner on the basis of fully understanding the matters under consideration. In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal procedures, the relevant procedures were performed for major business decisions and other major matters, and the resolutions of the meeting were legal and effective. Therefore, we did not raise any objection to the proposals of the board of directors and major matters of the company during the year, and voted in favour of the relevant proposals considered by the board of directors, without objection or abstention.
In 2021, our attendance at the meeting is as follows:
1. Attendance of independent directors of the company at the board of directors and shareholders' meeting
Participation in the board of directors and the general meeting of shareholders? Should the directors participate in the communication this year? Whether they attend in person for two consecutive years
Name plus the board of directors attending the entrusted meeting in person, absent from the shareholders' meeting in person for the next time
Number of seats + number of seats + number of meetings
Xu Chunhua 14 0 0 0 No 0
Liu Shuguo 14 14 13 0 0 0 No 1
Dong Hua 14 0 0 No 0
2. Attendance of independent directors of the company on the special committee
Participation times of independent directors
Type and number of meetings
Xu Chunhua, Dong Hua, Liu Shuguo
Audit Committee 5 / 5
Special Nomination Committee 2 / 2
committee member
Conference strategy committee 7 //
Salary and assessment committee 3 / 3
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
1. On January 8, 2021, the 15th meeting of the 5th board of directors of the company deliberated and approved the proposal on adjusting the company's 2020 non-public offering stock plan and the proposal on Revising the company's 2020 non-public offering stock plan. After reviewing the relevant proposals, we express independent opinions as follows:
(1) The revised non-public offering plan complies with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies. The offering plan is practical and feasible.
We agreed to adjust the company's non-public offering plan in 2020.
(2) The revised non-public offering plan complies with the provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for the administration of securities issuance of listed companies and the detailed rules for the implementation of non-public offering of shares by listed companies. We unanimously agree to revise the company's plan for non-public development of shares in 2020. 2. On April 23, 2021, the 20th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on the company's expected daily connected transactions in 2021. Our opinions are as follows: the transactions between the company and its holding subsidiaries and related parties are normal daily business, and the prices of connected transactions are fairly priced according to the market price, without damaging the interests of the company and shareholders, especially small and medium-sized shareholders, It conforms to the unanimous interests of the listed company and all shareholders, is fair and reasonable, and does not constitute an impact on the independence of the company. The review procedure complies with the relevant provisions of the company law and the articles of association. Agree to this related party transaction.
（2） External guarantee
On April 23, 2021, the 20th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on the company's expected external guarantee in 2021. Our opinions are as follows: the company's expected external guarantee in 2021 belongs to the normal production and operation behavior of the company and its holding subsidiaries, which is conducive to meeting the capital needs of the company and its holding subsidiaries for daily operation and business development, As for the contingent risks of the guarantee, it will not affect the company's sustainable operation ability and damage the interests of the company and shareholders. We agree in advance to submit the proposal to the board of directors of the company for deliberation. All directors and management of the company can prudently treat and strictly control the risks arising from external guarantees, and the review procedures comply with the provisions of relevant laws and regulations.
(III) use of raised funds
On March 29, 2021, the 19th meeting of the 5th board of directors of the company deliberated and adopted the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses. The amount of self raised funds used by Shenyang to replace the pre invested projects with raised funds is 108009093220 yuan, and the amount of self raised funds used by the company to replace the paid issuance expenses is 60846351 yuan (excluding value-added tax). Our opinions are as follows: the deliberation and voting of the board of directors on the proposal on replacing self raised funds invested in advance and self owned funds that have paid issuance expenses with raised funds comply with the provisions of relevant laws and regulations such as the measures for the administration of raised funds of listed companies on Shanghai Stock Exchange, and the procedure is legal. The self raised funds invested by Shenyang in the early stage of the competition and the issuance expenses paid by the company with its own funds have been verified by certified public accountants. The exchange of the raised funds of the company and its subsidiaries does not conflict with the implementation plan of the raised investment project, does not affect the normal progress of the raised investment project, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. It is agreed that Sailun Shenyang uses the raised funds of 108009093220 yuan to replace the self raised funds invested in the raised investment project in advance, It is agreed that the company will use the raised funds to replace its own funds of 60846351 yuan (excluding value-added tax) that have paid the issuance expenses.
(IV) changes of directors and senior managers
1. Nominated director
On July 19, 2021, the 22nd session of the board of directors reviewed and approved the proposal that Mr. Li Jiqing should have the professional and moral skills of the company, and issued the following opinions on the responsibilities and moral qualifications of the non independent directors, His qualifications and the company's appointment procedures comply with the company law, the articles of association, the stock listing rules of Shanghai Stock Exchange and other relevant provisions. We agree to nominate Mr. Li Jiqing as a candidate for non independent director of the 5th board of directors of the company.
2. Appointment of senior managers
On July 19, 2021, the 22nd Meeting of the 5th board of directors of the company deliberated and approved the proposal on the appointment of the rotating president of the company, the proposal on the appointment of the executive vice president and vice president of the company and the proposal on the appointment of the Secretary of the board of directors of the company. Our opinions are as follows: Mr. Wang Jianye, Mr. Xie Xiaohong, Mr. Yuan song, Mr. Li Jiqing and Mr. Gu Kai have the professional ethics required by their post responsibilities Work experience, knowledge and skills, their qualifications and the company's employment procedures comply with the company law, the articles of association, the stock listing rules of Shanghai Stock Exchange and other relevant provisions. We agree to appoint Mr. Wang Jianye as the rotating president of the company, Mr. Xie Xiaohong as the executive vice president of the company, Mr. Yuan song and Mr. Gu Kai as the vice president of the company, and Mr. Li Jiqing as the Secretary of the board of directors of the company.
(V) remuneration of directors and senior managers
On April 23, 2021, the 20th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the remuneration of directors, supervisors and senior managers in 2020. Our opinions are as follows: the remuneration and allowance standards of directors, supervisors and senior managers of the company fully consider the company's operation, which is conducive to stimulate the enthusiasm of directors, supervisors and senior managers and provide impetus for the stable growth of the company's business, Comply with the relevant provisions of the articles of association and will not damage the interests of the company and minority shareholders. We agree to the remuneration of directors, supervisors and senior managers of the company in 2020.
(VI) performance forecast and performance express
In 2021, the company did not issue performance forecast and performance express.
(VII) appointment or replacement of audit institutions
On April 23, 2021, the 20th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on renewing the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the company's audit institution in 2021 and paying its audit remuneration in 2020. Our opinions are as follows: the deliberation and voting procedures of the company's renewed appointment of accounting audit institution and internal control audit institution comply with the relevant provisions of the company law and the articles of association. Whereas zhongxinghua Certified Public Accountants (special general partnership) is qualified in the securities industry and has the experience and ability to provide audit services for listed companies, in order to maintain the continuity and stability of the company's audit work in 2021, We agree to appoint zhongxinghua Certified Public Accountants (special general partnership) as the company's accounting and audit institution and internal control audit institution in 2021, and pay its financial audit remuneration of 1.45 million yuan and internal control audit remuneration of 500000 yuan in 2020 at the same time.
(VIII) cash dividends and other investor returns
On April 23, 2021, the 20th meeting of the Fifth Board of directors of the company deliberated and approved the profit distribution plan for 2020. Based on the total share capital registered on the date of equity distribution, cash dividends of 1.5 yuan (including tax) will be distributed for every 10 shares, and no bonus shares will be given, nor will the capital reserve be converted into share capital. Our opinions are as follows: the formulation of the company's 2020 profit distribution plan complies with the relevant provisions of the company law and the articles of association, and takes full account of the company's actual operating results and capital
