Yintai Gold Co.Ltd(000975) 2021 annual report on the work of independent directors
April, 2002
Report on the work of independent directors in 2021
Dear directors
In 2021, as an independent director of Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”), I actively attended relevant meetings in strict accordance with the company law of the people’s Republic of China and other laws and regulations and the company’s independent director system, carefully considered various proposals of the board of directors, earnestly fulfilled the obligation of integrity and diligence, gave full play to the role of independent directors and expressed independent opinions on relevant matters of the company, Safeguarding the legitimate rights and interests of the company and all shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at board meetings
In 2021, the company held 8 meetings of the board of directors. I should attend 8 meetings, 8 meetings in person, 0 meetings by proxy, and attended 2 general meetings of the company as a nonvoting delegate.
I can attend the meeting of the board of directors on time, attend the general meeting of shareholders as nonvoting delegates, carefully consider the proposal, exercise the voting right with a cautious attitude, and safeguard the legitimate rights and interests of the company’s shareholders, especially the shareholders of social public shares. This year, after careful deliberation, I voted in favour of all the proposals submitted to the board of directors, without objection or abstention. 2、 Special committees of the board of directors
The board of directors of the company has set up four special committees, including the strategy committee of the board of directors, the remuneration and assessment committee of the board of directors, the nomination committee of the board of directors and the audit committee of the board of directors. As a member of the three committees and the convener of the audit committee, I make full use of my professional advantages to actively participate in the deliberation and decision-making of major matters of the company, provide more decision-making basis for the board of directors and improve the decision-making efficiency of the board of directors. As a member of the audit committee, I actively participated in the audit of the company’s annual report in 2021, listened carefully to the report of the company’s management on the annual production and operation and the progress of major events, reviewed the company’s financial statements, the first draft of audit and the final audit report, fully mastered the company’s operation and financial status, communicated with the audit accountant in advance, and fully understood the company’s annual audit, Supervise and urge the audit work of accountants to ensure the independent and orderly completion of the annual audit work. 3、 Independent opinions
On the basis of careful understanding, inspection and Research on the major matters decided by the board of directors of the company, and based on my professional ability and experience, I gave an objective, fair and independent opinion. During the reporting period, the opinions of the independent directors I issued are as follows:
(I) the company held the third meeting of the eighth board of directors on January 29, 2021. I have carefully considered the relevant motion and made the following independent opinions:
1. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the agreement signed with the performance commitment party, the company calculated that the total net profit after deducting non recurring profits and losses under the mining right evaluation standard of the committed assets from 2017 to 2020 was 31887762 million yuan, exceeding the performance commitment. Therefore, the counterparties of this major asset restructuring, Shen Guojun, Wang Shui, Cheng Shaoliang, Shanghai baohu investment management center, Shanghai Lanju enterprise management center, Shanghai Chaomeng enterprise management center, Shanghai Wenwu enterprise management center and Gongqing City Runda investment management partnership, have realized their performance commitments and do not need to compensate the company for their performance.
We believe that the above matters do not harm the interests of the company and all shareholders, especially minority shareholders. When auditing the matter, the related directors have avoided voting. We agree to the proposal on the implementation of performance commitments for major asset restructuring considered by the third session of the eighth board of directors of the company.
2. In accordance with the relevant provisions of the measures for the administration of major asset restructuring of listed companies and the agreement signed with the performance commitment party, the company has performed the impairment test procedures for the subject assets of major asset restructuring Shanghai Shengwei Mining Investment Co., Ltd., and the test results reasonably and fairly reflect the impairment test of the subject assets of major asset restructuring of the company.
We believe that the above matters do not harm the interests of the company and all shareholders, especially minority shareholders. When auditing the matter, the related directors have avoided voting. We agree to the proposal on the impairment test report of Shanghai Shengwei Mining Investment Co., Ltd. at the expiration of the profit commitment period considered by the third session of the eighth board of directors of the company.
(II) the company held the fourth meeting of the eighth board of directors on March 29, 2021. I carefully considered the relevant proposals and expressed the following independent opinions:
1. Independent opinions on the company’s 2020 profit distribution plan
We believe that the company’s distribution plan comprehensively considers the characteristics of the industry, development stage, its own business model, profitability and reasonable return of shareholders. The proportion of cash dividends conforms to the provisions of relevant documents of China Securities Regulatory Commission and the articles of association, and conforms to the overall interests of the company and the interests of shareholders of the company, especially small and medium-sized shareholders. We agree to submit the profit distribution plan to the general meeting of shareholders for deliberation.
2. Independent opinions on the company’s external guarantee and the special explanation of the company’s funds occupied by controlling shareholders and other related parties
As an independent director of the company in accordance with the provisions and requirements of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) of the CSRC, We have carefully checked the external guarantee of the company and the funds occupied by the controlling shareholders and other related parties. We believe that during the reporting period, the company did not provide guarantees for the controlling shareholders, other related parties with less than 50% of the company’s shares, any unincorporated units or individuals, and there was no violation of guarantees; The controlling shareholders and other related parties have not forced the company to provide guarantees for others. During the reporting period, the capital transactions between the company and related parties were all normal operating capital transactions, and there was no occupation of the company’s funds by related parties.
3. Independent opinions on the self-evaluation of the company’s internal control
Through the understanding of the company’s current internal control system and its implementation, we believe that the company’s internal control system is relatively complete. The company’s existing internal control system has basically covered all levels and links of the company’s operation, formed a standardized management system, and met the requirements of relevant national laws, regulations and regulatory authorities.
The key activities of the company’s internal control are carried out in accordance with the provisions of the company’s internal control systems. The company’s internal control over related party transactions, external guarantees, major investments and information disclosure is strict, sufficient and effective, ensuring the normal operation and management of the company, with rationality, integrity and effectiveness.
To sum up, we believe that the self-evaluation of the company’s internal control is comprehensive, true and accurate, which reflects the actual situation of the company’s internal control.
4. Independent opinions on the remuneration of senior managers of the company
The salary of the company’s senior managers is formulated according to the salary level of the company’s industry and scale and in combination with the actual operation of the company. It can effectively stimulate the work enthusiasm and initiative of the senior managers, which is conducive to the operation and development of the company and does not damage the interests of the company and shareholders.
The procedures for determining the remuneration of senior executives of the company comply with the provisions of relevant laws, regulations and the articles of association.
5. Independent opinions on the company and its holding subsidiaries using their own idle funds for entrusted financial management and other investments
The company and its holding subsidiaries use their own idle funds to purchase fixed income or low-risk financial products through banks or securities companies for treasury bond reverse repurchase and monetary fund investment, which comply with the provisions of relevant laws and regulations, and the approval procedure is legal. The company will strengthen risk control, effectively prevent investment risks and ensure the safety of the company’s funds in accordance with the provisions of the entrusted financial management measures and the investment management system. The above investment is conducive to improving the efficiency of capital use and increasing the income of cash assets, will not affect the normal operation of the company, and will not damage the interests of minority shareholders.
6. Independent opinions on the appointment of senior managers
We have not found that Mr. Zhang Tianhang is not allowed to serve as a senior manager of the company according to the company law, nor has he been determined as a market prohibited person by the CSRC or the prohibition has not been lifted. His qualification meets the provisions of relevant Chinese laws, regulations and the articles of association, and has the ability and conditions to perform his duties suitable for exercising his functions and powers. The procedures for the board of directors to appoint senior managers comply with the relevant provisions of the company law and the articles of association. We agree to appoint Mr. Zhang Tianhang as the deputy general manager of the company.
(III) the company held the 7th Meeting of the 8th board of directors on August 26, 2021. I carefully considered relevant proposals and expressed the following independent opinions:
1. In the first half of 2021, the company did not provide guarantees for the controlling shareholders and their subsidiaries, other related parties holding less than 50% of the company’s shares, any unincorporated units or individuals, and there were no illegal guarantees; The controlling shareholders and other related parties have not forced the company to provide guarantees for others.
2. In the first half of 2021, no controlling shareholders and other related parties occupied the company’s funds.
(IV) the company held the 8th meeting of the 8th board of directors on September 14, 2021. I carefully considered relevant proposals and expressed the following independent opinions:
1. The company’s acquisition of 60% equity of Huasheng gold mine complies with the provisions of the company law and other relevant laws, regulations and normative documents. This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2. This transaction is the decision-making authority of the board of directors of the company. The convening and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association, and the resolutions formed are legal and effective.
3. The acquisition is determined by both parties through negotiation, and the transaction price is fair and reasonable. The acquisition is conducive to the company to further increase high-quality resources and achieve sustainable development, which is in line with the interests of the company and all shareholders. There is no damage to the interests of the company or shareholders, especially the interests of small and medium-sized shareholders.
To sum up, this transaction is in line with the interests of the company, fair and reasonable to the company and all shareholders, and there is no damage to the interests of the company and its shareholders. The independent directors of the company agreed to the overall arrangement of this transaction.
(V) the company held the 9th meeting of the 8th board of directors on September 26, 2021. I carefully considered relevant proposals and expressed the following independent opinions:
Dahua Certified Public Accountants (special general partnership) has been the audit institution of the company since 2019. It adheres to the independent audit standard, has conducted special audit and financial statement audit for the company, and has better fulfilled the responsibilities and obligations specified in the employment contract. Dahua Certified Public Accountants (special general partnership) is qualified for securities and futures related businesses and can provide true and fair audit services for the company to meet the requirements of the company’s audit work. The company plans to continue to employ Dahua Certified Public Accountants (special general partnership) as the company’s financial audit institution and internal control audit institution in 2021, with a total audit fee of no more than 1.3 million yuan (excluding travel expenses). The expenses and decision-making procedures are reasonable and comply with the provisions of relevant laws, regulations, normative documents and the articles of association. We agree to submit the above matters to the first extraordinary general meeting of shareholders of the company in 2021 for deliberation.
4、 Work done in protecting the legitimate rights and interests of public shareholders
(I) information disclosure of the company
I continued to pay attention to the company’s information disclosure, and effectively supervised and verified the timely disclosure of required information. In 2021, the company performed its information disclosure obligations truthfully, accurately, timely and completely in strict accordance with relevant national laws and regulations, the stock listing rules of Shenzhen Stock Exchange and the company’s information disclosure management system.
(II) understanding of corporate governance structure and operation management
In 2021, I actively inquired about the company’s strategic planning, project investment, production and operation, financial management, capital transactions, related party transactions and other major matters, listened carefully to the reports of relevant personnel, effectively understood the company’s daily operation status and possible business risks, expressed opinions on the proposals that need to be approved by the board of directors or the general meeting of shareholders, and independently exercised corresponding functions and powers, It has safeguarded the legitimate rights and interests of the company and minority shareholders, paid attention to learning relevant laws, regulations and rules, deepened the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, and formed the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
5、 On site investigation of the company
In 2021, I took advantage of the opportunity of convening the board of directors and other time to make a field visit to the company to understand the company’s daily operation, the implementation of the resolutions of the board of directors, production and operation, financial management, basic accounting work, related transactions and foreign investment. At the same time, we often pay attention to the changes of market environment and its impact on the company, especially the relevant reports of various media on the company, so as to timely understand and objectively evaluate the major or unexpected events and their progress of the company as far as possible.
6、 Work plan for 2022
I will continue to earnestly fulfill the obligations of independent directors, actively participate in the meetings of the board of directors and the general meeting of shareholders of the company, earnestly perform the duties of independent directors in strict accordance with the relevant provisions of the company law of the people’s Republic of China, Yintai Gold Co.Ltd(000975) articles of Association and other laws and regulations, strengthen the awareness of protecting public shareholders and protect the rights and interests of small and medium-sized investors, Combined with their own work experience and experience, put forward reasonable suggestions for the standardized operation and development of the company.
7、 Other matters 1. No independent director proposed to hold a meeting of the board of directors; 2. No independent director proposes to hire or dismiss an accounting firm; 3. There are no external audit institutions and consulting institutions employed by independent directors.
Independent director: Cui Jin April 8, 2002
