China Resources Chemical Innovative Materials Co.Ltd(301090)
Report on the work of independent directors in 2021
As an independent director of China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as “the company”), I am diligent and conscientious in strict accordance with the provisions and requirements of relevant laws, regulations and normative documents such as the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 2 – Guidelines for the standardized operation of GEM listed companies, the articles of association, the working system of independent directors and so on Exercise rights independently and prudently, actively attend relevant meetings, express independent opinions or prior approval opinions on major matters of the company objectively, fairly and prudently, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows: I. attendance and voting
1. Attendance at meetings
During the reporting period, the company held 8 meetings of the board of directors and 3 general meetings of shareholders. The convening of the board of directors and general meetings of shareholders of the company complied with legal procedures. Major business decisions and major matters were reviewed and disclosed in accordance with relevant regulations, and the resolutions of the meeting were legal and effective. I personally attended the general meeting of shareholders and the meeting of the board of directors by means of on-site or communication, and there was no entrusted other directors to attend or be absent from the meeting. I took the initiative to obtain the relevant information and materials of the topics of each meeting, made an independent and prudent judgment on the meeting proposal, issued an independent opinion with explicit consent or prior approval, and performed the duties of independent directors.
My attendance at the board of directors and general meeting of shareholders during the reporting period is as follows:
During the reporting period, on-site attendance entrusts the attending directors to attend by means of communication. The names of shareholders’ directors who are absent should attend the meetings of the board of directors, the number of meetings of the board of directors, the number of meetings of the general meeting and the number of meetings of the board of directors
Zhu Limin 8 1 7 0 3
2. Voting
As an independent director of the company, I fully understand the operation of the company through on-site investigation, listening to reports, consulting materials and participating in discussions, and actively use my professional knowledge to promote the scientific decision-making of the board of directors of the company. I carefully considered the proposals submitted to the board of directors, actively participated in the discussion of each proposal, maintained full and effective communication with the company’s management, actively understood and obtained the information and materials required for making decisions, and exercised the right to vote with caution.
In 2021, I carefully considered all the proposals submitted to the board of directors, expressed explicit consent and voted in favour, without objection, abstention, etc. 2、 Comments (I) prior approval
No. date meeting session related matters opinion type
Proposal of the first board of directors on the daily related party transaction limit expected to occur with related parties in 2021
The 10th meeting of the 2021 board of directors agreed to hold the 5th meeting on April 7
Proposal on the company’s reappointment of the audit institution and internal control assurance institution in 2021
(II) independent opinions
No. date meeting session related matters opinion type
Independent opinions on the proposal of the company’s futures hedging trading management system
Independent intention of the proposal of the feasibility analysis report of the first board of directors on carrying out commodity futures hedging business in 2021
1. On February 7, the fourth meeting of the 10th meeting of the board of directors agreed to the independent proposal on the company’s 2021 annual futures hedging plan and business authorization
opinion
Independent opinions on the profit distribution proposal of the company in 2020
About the company’s self-evaluation report on internal control in 2020 and internal control in 2020
Independent opinions on the proposal of control assurance report
Proposal of the first board of directors in 2021 on the limit of daily related party transactions expected to occur with related parties in 2021
Opinions of the 10th annual legislative meeting of the company on the renewal of the independent audit institution on February 2021
opinion
About the remuneration (allowance) and performance of directors, supervisors and senior managers of the company in 2021
Independent opinions on effective motion
On the use of raised funds to replace pre invested projects and paid issuance expenses
Independent opinions on the proposal of raising funds by the first board of directors in 2021
3. On October 31, the 10th meeting of the board of directors agreed to the independent opinions of the 9th meeting on the use of raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects
Independent opinions on the proposal of using some idle raised funds for cash management
The first board of directors in 2021
4 on November 9, the second meeting of the board of directors agreed to the 10th meeting of the independent opinion on the proposal of using idle self owned funds for cash management
Independent opinions of the first board of directors in 2021 on the proposal of appointing senior managers of the company
On December 16, the second meeting of the board of directors agreed to the independent decision on the proposal of jointly investing with related parties to establish holding subsidiaries and related party transactions
Opinions of the 11th meeting
Proposal on the company’s 2022 annual plan for futures hedging and business authorization
Opinions
3、 Performance of special committees of the board of directors
As the convener of the remuneration and assessment committee and the member of the audit committee and the nomination committee, I have worked diligently and conscientiously in strict accordance with the company law, the articles of association, the working rules of the audit committee of the board of directors, the working rules of the remuneration and assessment committee of the board of directors and the working rules of the nomination committee of the board of directors, and put forward opinions to the board of directors as a member of the special committee to standardize the operation of the company, Improve the company’s internal control system and put forward relevant opinions after full communication with the company’s management according to the actual situation of the company.
Time and session of the Committee and related matters
name
Proposal of the first board of directors in 2021 on the feasibility analysis report of commodity futures hedging business
February 7th audit committee
Proposal on the company’s 2021 annual futures hedging plan at the sixth meeting of the board of directors
Discuss
Proposal on the full text of the company’s 2020 Annual Report
Proposal on the company’s financial statement report for 2020
Proposal of the first board of directors in 2021 on the company’s 2021 annual financial budget report
On April 7, the audit committee made a proposal on the company’s profit distribution in 2020
Proposal on the company’s 2020 internal control self-evaluation report and 2020 internal control verification report at the 7th Meeting of the meeting
Proposal on the limit of daily related party transactions expected to occur with related parties in 2021
Proposal on the company’s reappointment of the audit institution and internal control assurance institution in 2021
The first board of directors of the audit committee in 2021
Proposal of the Audit Committee on the full text of the company’s first quarter report in 2021 at the April 29 meeting of the board of Auditors
Eighth meeting of the conference
Discuss
The proposal of the first board of directors in 2021 on adding the limit of daily connected transactions expected to occur with related parties in 2021 was submitted to the Audit Committee on August 20
Proposal on the full text of the company’s 2021 semi annual report at the 9th meeting of the board of directors
Discuss
The first board of directors in 2021
Proposal of the Audit Committee on the full text of the company’s third quarter report in 2021 at the October meeting
10th meeting on 24th
Discuss
Proposal of the first board of directors in 2021 on joint investment and establishment of holding subsidiaries and related party transactions with related parties
Auditor of December meeting
The 11th meeting on the 16th
The meeting resolved the proposal on the company’s 2022 annual futures hedging plan and business authorization
The first board of directors in 2021
On August 20, the Committee nominated the proposal on the appointment of the company’s deputy general manager
Fifth meeting of the conference
Nomination Committee
The first board of directors in 2021
Proposal of nominating members on the appointment of senior managers of the company at the December meeting
6th meeting of the 16th meeting
Discuss
Remuneration and the first term of directors in 2021
On April 7, the appraisal committee held a meeting on remuneration and examination. The proposal of the members’ daily review committee on the remuneration (allowance) and performance of the company’s directors, supervisors and senior managers in 2021
Third meeting
4、 On site investigation of the company
In 2021, as an independent director of the company, I took advantage of the time of attending the on-site board of directors to listen to the report of the company’s management on the operation and standardized operation, mainly understanding the company’s production and operation, internal control, senior executives’ performance of duties, the implementation of resolutions of the board of directors, etc. Through attending meetings, phone calls, emails and other means, he kept in close contact with other directors, senior managers and relevant staff of the company, timely learned about the progress of major matters of the company, always paid attention to the impact of the company’s external environment and market changes on the company, put forward suggestions on the company’s operation and management, and faithfully performed the duties of independent directors. 5、 Work done in protecting the rights and interests of investors
(I) during the reporting period, I continued to pay attention to and urge the company to strictly abide by the “gem shares” of Shenzhen Stock Exchange
