Hubei Yihua Chemical Industry Co.Ltd(000422)
Report on the work of independent directors in 2021
——Zhang Tiantian
Shareholders and representatives:
As an independent director of the ninth board of directors of the company, in my work in 2021, I faithfully and diligently performed the duties of an independent director with an attitude of being responsible to the company and all shareholders, actively attended relevant meetings of the company, carefully considered various proposals, and expressed independent opinions on relevant matters, effectively safeguarding the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. In accordance with the relevant provisions of laws, administrative regulations, departmental rules, normative documents, self regulatory rules and the articles of association, the performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
During the reporting period, the company held 14 meetings of the board of directors (14 communication meetings), and I should attend 14 meetings on time; During the reporting period, the company held a total of 7 shareholders’ meetings, and I should attend 7 meetings, all of which were attended on time. Based on the principle of diligence, before the board meeting, I carefully study the proposal and relevant materials, take the initiative to understand the relevant situation of the company, and make full preparations for the important decisions of the board of directors; During the deliberation of motions, I exercise my voting rights carefully and express clear opinions on each motion. During the reporting period, I voted in favour of all proposals submitted to the board of directors after deliberation, and there was no objection or waiver.
My attendance at the board meeting is shown in the table below:
During the reporting period, the meeting that should be attended was held on the spot, attended by means of communication, and entrusted to attend the meeting. Whether there were two consecutive times of not meeting the board of directors, meeting times, meeting times, attending the meeting in person
14 0 14 0 0 no
My attendance at the shareholders’ meeting is shown in the table below:
Number of shareholders’ meetings held during the reporting period number of shareholders’ meetings that should be attended as nonvoting delegates number of actually attended as nonvoting delegates
7 7 7
During the reporting period, as an independent director, I made an independent, objective and professional judgment in accordance with laws and regulations, self regulatory rules and the relevant provisions of the articles of association, relying on professional knowledge and experience and combined with the actual situation of the company, recognized the related party transactions and the appointment of audit institutions before acting, independently considered and expressed independent opinions on major matters of the company. The review process was not affected by the controlling shareholders of the company or other units or individuals with interests in the company. The independent opinions expressed have been publicly disclosed. The details are as follows:
(I) at the 38th meeting of the ninth board of directors on February 25, 2021, I expressed my independent opinions of “consent” to the proposal on investment and construction of biodegradable new materials project and the proposal on changing some senior managers.
(II) before the 39th meeting of the ninth board of directors held on April 13, 2021, I expressed my opinion of “prior approval” on relevant matters of the proposal on external guarantee, and expressed my independent opinion of “consent” during the meeting.
(III) before the 40th meeting of the ninth board of directors held on April 28, 2021, I gave my opinion of “prior approval” on the proposal on the prediction of daily related party transactions in 2021, the proposal on the renewal of accounting firm and the proposal on external guarantee, and during the meeting, I made comments on the occupation of the company’s funds by controlling shareholders and other related parties and the related party transactions in 2020 The company’s external guarantee and other matters, as well as the “2020 self-evaluation report on internal control”, “the company’s risk assessment report on Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd.”, “2020 profit distribution and capital reserve conversion to share capital scheme”, “proposal on the prediction of daily connected transactions in 2021”, “proposal on the renewal of accounting firm” and “proposal on external guarantee” issued independent opinions of “consent”.
(IV) at the 42nd meeting of the ninth board of directors on August 13, 2021, I expressed my independent opinions of “consent” to the “statement on the occupation of the company’s funds by controlling shareholders and other related parties” and the “statement on the company’s external guarantee”.
(V) before the 43rd meeting of the ninth board of directors held on August 17, 2021, I gave my opinion of “prior approval” on the proposal on related party transactions of agreed transfer of equity of Hunan Yihua Chemical Co., Ltd., and expressed my independent opinion of “consent” on the proposal during the meeting.
(VI) before the 44th meeting of the ninth board of directors held on August 20, 2021, I expressed my opinion of “prior approval” on the proposal on related party transactions for capital increase to participating subsidiaries, and expressed my independent opinion of “approval” on the proposal during the meeting.
(VII) before the 46th meeting of the ninth board of directors held on October 27, 2021, I expressed my opinion of “prior approval” on relevant matters of the proposal on external guarantee, and expressed my independent opinion of “consent” during the meeting.
(VIII) before the 49th meeting of the ninth board of directors held on November 24, 2021, I expressed the opinion of “prior approval” on the proposal on foreign investment, and expressed the independent opinion of “consent” on the proposal during the meeting.
(IX) before the 50th meeting of the ninth board of directors held on December 6, 2021, I gave the opinion of “prior approval” on the proposal on increasing the estimated amount of daily connected transactions in 2021, and expressed the independent opinion of “consent” on the proposal during the meeting.
(x) before the 51st meeting of the ninth board of directors held on December 28, 2021, I gave the opinion of “prior approval” on the proposal on external guarantee, and gave the independent opinion of “consent” during the meeting.
I believe that the above matters considered by the company in 2021 comply with laws and regulations, self regulatory rules and relevant provisions of the articles of association. The deliberation and voting procedures of the board of directors of the company are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3、 On site inspection
During the reporting period, affected by the repeated impact of covid-19 pneumonia epidemic, I participated in the board of directors and general meeting of shareholders of the company through on-site combined with video communication meeting, had in-depth exchanges with the management of the company, understood the production and operation situation, financial status and progress of major issues of the company, timely mastered the business dynamics of the company, paid attention to the impact of the epidemic on the company, put forward reasonable suggestions for the development of the company, and provided external guarantee Actively track the progress of major matters such as related party transactions, strictly supervise and urge the implementation of the resolutions of the board of directors, actively pay attention to the company’s dynamics such as media reports and institutional research, actively and effectively perform the duties of independent directors, and earnestly safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
4、 Work of the special committee
During the reporting period, as a member of the audit committee, I had an in-depth understanding of the company’s business development, carefully reviewed the company’s financial information, put forward constructive opinions for the company’s internal audit work according to my professional knowledge, fully understood Daxin accounting firm (special general partnership) on matters related to the company’s renewal of the annual audit accounting firm, and fully verified its scale, professional qualification On the basis of relevant information on business ability, independence, integrity and investor protection ability, it is proposed to the board of directors of the company to reappoint Daxin Certified Public Accountants (special general partnership) as the company’s audit institution to ensure the continuity of the company’s audit work. In the audit of the company’s 2021 annual report, as a member of the audit committee, I was diligent and conscientious, earnestly fulfilled relevant responsibilities and obligations, and played a supervisory role in the annual report. The main work is as follows:
(I) listened to the company’s operation and annual report audit plan in 2021.
(II) combined with the actual situation of the company and through consultation with the annual report audit accounting firm, the audit scope and schedule of the company’s 2021 annual financial report are determined, and the annual report audit work plan is formulated.
(III) communicated with the annual report audit accounting firm on some issues that should be paid attention to in the audit process, paid special attention to the audit of key matters concerned by the regulatory requirements, and earnestly performed the duties of independent directors.
5、 Work done to protect the legitimate rights and interests of minority shareholders
(I) information disclosure
During the reporting period, I continued to pay attention to the development of the company’s information disclosure and urged the company to disclose information in strict accordance with laws and regulations, self regulatory rules and the relevant requirements of the articles of association. In 2021, the company’s information disclosure was true, accurate, complete and timely, which effectively guaranteed the right to know of the company’s shareholders and safeguarded the legitimate rights and interests of the company’s shareholders, especially small and medium-sized shareholders. (II) implementation of the protection of the legitimate rights and interests of investors
During the reporting period, I faithfully and diligently performed my duties in strict accordance with the provisions of laws and regulations and self regulatory rules, timely learned about the company’s production and operation, financial status, business development, investment and other major matters, applied professional knowledge, independently and objectively expressed independent opinions on the proposals submitted to the board of directors for deliberation, and exercised voting rights prudently. Carefully supervise and verify the performance of directors and senior managers, promote the scientificity, objectivity and rationality of the decision-making of the board of directors, and effectively protect the legitimate rights and interests of the company and its shareholders.
(III) strengthen self-study
As an independent director of the company, I have always paid attention to learning relevant laws and regulations and self regulatory rules, deepened my understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting shareholders’ rights and interests, actively participated in various forms of professional training, timely learned about the newly issued laws, regulations and relevant policies, strengthened legal risk awareness and continuously improved my ability to perform my duties, To improve the awareness of protecting the legitimate rights and interests of the company and its shareholders, and promote the further standardized operation of the company.
6、 Other matters
1. There was no proposal to convene the board of directors during the reporting period.
2. There was no independent engagement of external audit institutions and consulting institutions during the reporting period.
The above is the report on my performance of duties as an independent director in 2021. I will no longer be an independent director of the company since the completion of the general election of the ninth board of directors. Here, I hope that the company will operate more steadily, operate more standardized, and continuously enhance its profitability. Under the leadership of the board of directors, I will develop independently, continuously, stably and healthily, and repay the majority of investors with excellent performance.
Here, I would like to express my heartfelt thanks to other directors, board of supervisors and management of the company for their assistance and active cooperation during my term of office.
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Independent director: Zhang Tiantian
Hubei Yihua Chemical Industry Co.Ltd(000422)
April 8, 2022
