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
Guo Baohua 8 1 7 0 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 nomination committee and a member of the strategy committee, I diligently carry out my work in strict accordance with the company law, the articles of association, the working rules of the strategy 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, so as to standardize the operation of the company and improve the internal control system of the company. According to the actual situation of the company, After full communication with the company’s management, relevant opinions were put forward.
Time and session of the Committee and related matters
name
Proposal on the full text of the 2020 Annual Report
Proposal of the first board of directors of the strategy committee in April 2021 on the financial final accounts report of 2020
The second meeting of the Committee on July 7
Proposal on financial budget report of 2021
Proposal on appointment of deputy general manager of the company nominated by the first board of directors in August 2021
The nomination committee held its fifth meeting on May 20
Nominated by the first board of directors in 2021
Proposal on the appointment of senior managers of the company at the sixth meeting of the Committee on December 16
day
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 provisions of relevant normative documents such as the GEM Listing Rules of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, and to truly, accurately, completely, timely and fairly perform the obligation of information disclosure. Relevant information disclosure obligors have done a good job of information disclosure in accordance with the requirements of laws and regulations, and have timely fulfilled the obligation of information disclosure on all major matters.
(II) I strictly perform the duties of independent directors, actively pay attention to and continuously supervise the legal compliance of the company’s internal control and production and operation, timely understand various risks that may arise in the company’s daily operation, and actively maintain close contact with other directors, senior managers and relevant staff to master the progress of major matters of the company. With regard to the relevant proposals of the board of directors, I independently, objectively and prudently exercised my voting rights with my professional knowledge, and effectively safeguarded the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. (III) I actively participated in various trainings organized by Jiangsu securities regulatory bureau and Shenzhen Stock Exchange, carefully studied the relevant laws, regulations and rules of listed companies, continuously improved my ability to perform my duties, provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, continuously improved the ability to protect the interests of the company and investors, and deepened the ideological awareness of protecting the shareholders’ rights and interests of the public. 6、 Other working conditions
(I) in this year, I did not propose to convene the board of directors, propose to convene an extraordinary general meeting of shareholders to the board of directors, or publicly solicit voting rights from shareholders before the general meeting of shareholders.
(II) in this year, I have not proposed to hire or dismiss an accounting firm.
(III) in this year, I have not independently employed external audit institutions and consulting institutions.
(IV) through self-examination, I, my immediate family members and major social relations personnel have not served in the company or its affiliated enterprises, nor in shareholder units that directly or indirectly hold 5% or more of the company’s shares; None of them holds shares of the company directly or indirectly. I still comply with the relevant provisions on the independence of independent directors, and the statements and commitments have not changed.
In 2022, I will continue to give full play to the independence and professionalism of independent directors in accordance with the provisions and requirements of relevant laws and regulations on independent directors, perform the duties of independent directors in accordance with the principles of prudence, diligence and independence, strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, provide decision-making reference suggestions for the company’s board of directors, improve the company’s decision-making level and promote the sustainable, steady and healthy development of the company, Return the majority of investors with better performance.
(there is no text on this page, which is the signature page of China Resources Chemical Innovative Materials Co.Ltd(301090) 2021 annual report on the work of independent directors)
Independent director: Guo Baohua
April 8, 2022
