Su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd
2021 annual report of independent directors
As independent directors of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd., we faithfully perform the duties of independent directors, carefully review various proposals, actively attend relevant meetings, understand the macroeconomic situation and enterprise operation status, and participate in the company’s decision-making objectively, independently and responsibly in accordance with the company law, the securities law, the rules for independent directors of listed companies, the articles of association, the working system of independent directors and relevant laws and regulations, Safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, consciously promote and maintain the standardized and effective operation of the board of directors, and promote the healthy and sustainable development of the company. The performance of duties in 2021 is reported as follows:
1、 Annual performance of independent directors
Participation in board meetings in 2021
Name number of attendance in this year number of attendance in person number of attendance by proxy number of attendance in absentia
Jiao Shijing 8800
Maoning 1 1 0 0
Liu Jun 8 8 0 0
Chen Donghua 7 700
In this year, we actively participated in the board of directors, special committees, shareholders’ meetings, etc. through reporting materials, monthly journal of the board of directors and shareholders’ analysis report prepared by the company every month, on-site research and other means, we timely understood the company’s business status and possible business risks, and made suggestions for the company’s business development; In terms of listening to special reports on major issues, actively participate in the discussion and deliberation of major issues of the company, understand and improve the efficiency of decision-making; Effectively reviewed and supervised a series of major issues such as the company’s annual audit, external guarantees and related party transactions, and expressed independent opinions on relevant major issues in accordance with relevant regulations.
2、 Key matters concerned in the annual performance of independent directors
(I) independent opinions in 2021
In 2021, independent directors attended 8 board meetings and expressed 26 independent opinions, as follows:
No. time session independent opinion matters involved
1 2021-1-14 independent opinions on the appointment of general manager, deputy general manager, chief financial officer, Secretary of the board of directors and securities affairs representative of the company in the fourth session of the Ninth National People’s Congress
2. Independent opinions on using self owned funds to purchase structured deposits at the fourth session of the Ninth National People’s Congress on January 14, 2021
3. Special notes and independent opinions on external guarantee in the fifth session of the Ninth National Congress on April 15, 2021
4. Independent opinions on the company’s internal control evaluation report in 2020 at the fifth session of the ninth session on April 15, 2021
5. Independent opinions on the deposit and use of raised funds in 2020 at the fifth session of the Ninth National People’s Congress on April 15, 2021
6. Independent opinions on the company’s profit distribution plan in 2020 at the fifth session of the Ninth National Congress on April 15, 2021
7. Independent opinions on the company’s 20212023 annual shareholder return plan at the fifth session of the ninth session on April 15, 2021
8. Independent opinions on the change of the company’s accounting policies at the fifth session of the Ninth National People’s Congress on April 15, 2021
9. Independent opinions on the company’s provision for impairment in 2020 at the fifth session of the ninth session on April 15, 2021
10. Independent opinions on the appointment of the company’s financial audit institution and internal control audit institution in 2021 at the fifth session of the ninth session on April 15, 2021
11. Independent opinions on the signing of financial service agreement between the subsidiary and state machinery finance Co., Ltd. at the fifth session of the Ninth National Congress on April 15, 2021
12. Independent opinions of the fifth session of the ninth session on the payment of the remuneration of directors and senior managers of the company in 2020 on April 15, 2021
13. The sixth session of the Ninth National People’s Congress on April 27, 2021: permanent replenishment of working capital with interest income from part of surplus raised funds
14. Independent opinions on the seventh special report of the Ninth National Congress on the deposit and use of raised funds in the first half of 2021 on August 6, 2021
15. Independent opinions of the seventh session of the Ninth National Congress on the amount of corporate bonds applied for registration by subsidiaries on August 6, 2021
16. Independent opinions of the seventh session of the Ninth National People’s Congress on the application for registration of renewable corporate bonds by subsidiaries on August 6, 2021
17. On August 6, 2021, the seventh session of the Ninth National Congress of the Communist Party of China made independent opinions on the application of subsidiaries for registration of medium-term notes and the amount of perpetual medium-term notes
18. Independent opinions of the seventh session of the Ninth National People’s Congress on withdrawing receivables and inventory impairment reserves in the half year of 2021
19. The seventh session of the Ninth National People’s Congress on August 6, 2021: independent opinions on the provision for impairment of long-term assets of subsidiaries in the half year of 2021
20. Independent opinions on the change of accounting estimates of the company at the 7th session of the Ninth National People’s Congress on August 6, 2021
21. On October 26, 2021, the eighth session of the Ninth National Congress of the Communist Party of China made independent opinions on the transfer of equity of some photovoltaic power plant project companies by subsidiaries
22. Independent opinions on the tenure system and contractual work plan of the company’s management at the eighth session of the Ninth National People’s Congress on October 26, 2021
23. Independent opinions on the election of vice chairman and appointment of general manager in the ninth session of the Ninth National People’s Congress on December 6, 2021
24. Independent opinions on nominating candidates for independent directors in the ninth session of the Ninth National People’s Congress on December 6, 2021
25. Independent opinions on nominating candidates for non independent directors of the ninth board of directors in the 10th Session of the ninth board of directors on December 13, 2021
26. Independent opinions on the appointment of deputy general manager in the 10th Session of the 9th CPC National Congress on December 13, 2021
(II) responsibilities and obligations in the preparation and disclosure of 2021 Annual Report
During the preparation and disclosure of the 2021 annual report, we had a special communication with the accountants of the audit institution on the 2021 annual audit plan, and urged the accounting firm to submit the audit report within the agreed time limit, so as to ensure the completion of the company’s 2021 annual audit on schedule, ensure the integrity and accuracy of the contents disclosed in the 2021 annual report, and earnestly fulfill the responsibilities and obligations of independent directors.
Together with other members of the company’s audit and risk control committee, held a special communication meeting with the accountant on the first draft of the company’s audit report and fully communicated; The audit and risk control committee of the company held a meeting to discuss the financial report of 2021 and agreed to submit the financial report of 2021 to the board of directors for deliberation.
(III) supervise the legal and compliant use of the company’s raised funds, and no illegal use of the company’s raised funds was found during the year.
(IV) actively participate in the meeting of the audit and risk control committee of the board of directors and carefully evaluate the annual audit work of Tianjian Certified Public Accountants (special general partnership), which is responsible for the annual audit.
(V) implementation of information disclosure
In 2021, we supervised and verified the company’s information disclosure. We believe that the company’s information disclosure has strictly implemented the provisions of the stock listing rules of Shanghai Stock Exchange and various information disclosure related systems, timely fulfilled the obligation of information disclosure for major events of the company, and achieved the authenticity, accuracy, integrity and timeliness of information disclosure.
(VI) implementation of internal control
In 2021, we checked the internal control of the company. The company has always attached importance to the construction of internal control system, and on the basis of continuously improving the internal control system, it focuses on strengthening the publicity and implementation of various systems. Focusing on key management areas and main risk points, the company has continuously strengthened the internal control, supervision and evaluation of capital activities, financial reports, engineering projects, related party transactions, guarantee business, overseas financial management and other links, so as to better ensure the normal operation and management of the company, which is reasonable, complete and effective.
(VII) work done in protecting the rights and interests of investors
1. In 2021, we effectively performed the duties of independent directors, carefully and fully understood and reviewed all matters to be considered by the board of directors in advance, and independently, objectively and prudently exercised our voting rights on this basis.
2. Carefully consider the company’s periodic reports and other matters at the board of directors, put forward objective and impartial opinions and suggestions, supervise the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, and effectively protect the interests of shareholders, especially small and medium-sized shareholders.
3. Actively study relevant laws, regulations and rules, participate in the training of new laws and regulations, master relevant policies in time, especially strengthen the understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of minority shareholders, and put forward opinions and suggestions on Corporate Governance, strategic planning and comprehensive risk control, which have been actively implemented and implemented by the company.
3、 Other working conditions
1. In 2021, no independent directors proposed to convene the board of directors.
2. In 2021, there was no case that independent directors independently hired external audit institutions and consulting institutions. 3. In 2021, there was no proposed dismissal of the accounting firm.
4、 The company supports the performance of independent directors
In 2021, in the process of performing the functions and powers of independent directors, the company gave comprehensive support and cooperation, set up various real-time communication channels such as on-site, telephone, email and wechat, and actively provided favorable conditions such as relevant meeting materials and on-site office, which provided effective guarantee and strong support for us to perform the duties of independent directors. Here, Thank you very much for the support of the company’s management and relevant staff for the work of independent directors in 2021. 5、 Overall evaluation and suggestions
As an independent director of the company, in 2021, we adhered to the working principles of integrity and diligence, paid practical attention to the healthy and sustainable development of the company, and made full use of professional knowledge to provide advice and suggestions for the company. We always maintain an objective and independent working attitude and actively perform our supervision duties on matters closely related to investors, such as the company’s information disclosure, financial management and related party transactions, so as to ensure that the legitimate rights and interests of the majority of shareholders of the company can be effectively safeguarded. In 2022, based on the principles of objectivity, impartiality and independence, we will continue to perform the duties of independent directors, strengthen communication and cooperation with other members of the board of directors, the board of supervisors and the management, promote the healthy and sustainable development of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. April 12, 2022
