Guizhou Chanhen Chemical Corporation(002895)
Report on the work of independent directors in 2021
——Zhu Jiahua, shareholders and shareholder representatives:
As an independent director of the second board of directors of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company”) and the chairman of the nomination committee, in the spirit of being responsible to all shareholders and in accordance with the functions and powers conferred by laws and regulations, I actively participated in the meetings of various special committees, the board of directors and the general meeting of shareholders of the company in 2021, cared about the production and operation of the company, and expressed voting opinions and independent opinions of independent directors in a prudent manner, Maintaining the independence of independent directors, being diligent and conscientious, and conscientiously performing the duties and obligations of independent directors, the report is as follows:
1、 Overview of performance of duties during the term of office in 2021
During the term of office in 2021, the company held one nomination committee meeting and five Board meetings in total. I should attend five Board meetings, actually attended five meetings, and entrusted to attend 0 meetings without absence; During his term of office in 2021, he attended the general meeting of shareholders once.
During my term of office, I paid attention to and took the initiative to learn about the production, operation and development from the company’s management. Before each meeting, I carefully reviewed the meeting documents and relevant materials. At the meeting, I listened to the introduction made by the company’s management on the relevant situation in detail, carefully considered various proposals, actively participated in the discussion of the meeting, and put forward suggestions in combination with my own professional knowledge, which was not affected by the company’s major shareholders The actual controller or other units and individuals having an interest in the company shall exercise their voting rights carefully and express their independent opinions clearly and clearly. During his term of office in 2021, he had no objection to the matters considered by the board of directors of the company and approved the relevant proposals considered by the previous board of directors of the company.
During the performance of his duties during his term of office in 2021, he also maintained daily contact with the company in the form of on-site investigation, e-mail or telephone, timely raised relevant questions and asked for relevant materials, gave full play to the function of restraint and balance of independent directors, and effectively safeguarded the legitimate rights and interests of the company, especially small and medium-sized shareholders.
2、 Key concerns during performance of duties
In accordance with the articles of association, the working system of independent directors and other relevant provisions, I make independent and impartial judgments on the matters that I focus on during the performance of my duties, and give prior approval and independent opinions on the related party transactions of the company, as well as independent opinions on related party transactions, internal control, profit distribution, election of director candidates and other matters. The details are as follows:
1. Related party transactions
The company acquired the mining rights and related assets of Xinqiao Phosphate Mine and jigongling Phosphate Mine held by the related party Guizhou Fuquan Phosphate Mine Co., Ltd. (hereinafter referred to as “Fuquan phosphate mine”) through the holding subsidiary Guizhou Fulin Mining Co., Ltd. (hereinafter referred to as “Fulin mining”), and the independent directors expressed their prior approval and independent opinions on the matter, believing that the asset transfer is the behavior of the controlling shareholder to fulfill the relevant commitments in the early stage, The transfer price is based on the appraisal value and the book value of new assets during the period from the appraisal base date to the signing of the agreement. The transfer price is fair and reasonable. The relevant parties promise the relevant performance of the subject assets and agree to bear the responsibility for performance compensation. At the same time, they provide a practical way to realize the performance compensation commitment. The asset acquisition does not damage the interests of the company and shareholders, especially the interests of minority shareholders, The related directors avoided voting on this matter, and the voting procedures were legal and compliant. 2. Internal control
According to the relevant laws and regulations, the company reviewed the internal control self-evaluation report prepared by the board of directors, combined with the on-site investigation of the company, and agreed with other independent directors that the company has established a relatively perfect corporate governance structure and a sound internal control system in combination with the basic norms of enterprise internal control and its supporting specific norms and the relevant provisions of the company’s internal audit system, Comply with relevant national laws and regulations and the requirements of securities regulatory authorities; The company has established a sound and effective internal control system in all internal business links, and the relevant systems have been well implemented and implemented. We believe that the 2020 internal control self-evaluation report truly, comprehensively and objectively reflects the actual situation of the construction and operation of the company’s internal control system, and there is no damage to the interests of the company and minority shareholders.
3. Profit distribution
After reviewing the company’s profit distribution plan for 2020, the company agreed with other independent directors that in order to meet the capital needs of asset acquisition, the company will not distribute profits in 2020, which is in line with the needs of the company’s development plan. The plan does not violate the relevant provisions of the company law and the articles of association, and agreed to implement the profit distribution plan. The plan has been deliberated and approved by the general meeting of shareholders.
4. Election of candidates for directors
The term of office of the second board of directors expires in 2021. According to the relevant provisions of the company law and the articles of association, the company conducts the general election of the board of directors, and the independent directors give independent opinions on the matters related to the candidates for directors (including non independent directors and independent directors) of the third board of directors: they believe that they have been reviewed and recommended by the nomination committee of the second board of directors, The board of directors of the company nominated non independent director candidates respectively, and the independent director candidates jointly formed the third board of directors of the company, which complies with the provisions of relevant laws and regulations and the articles of association. The nomination procedures and voting procedures comply with the relevant provisions of Shenzhen Stock Exchange and the articles of association. Each nominated director candidate is not allowed to be nominated as a director of a listed company, Candidates for independent directors are qualified to serve as independent directors of listed companies.
3、 Overall evaluation and recommendations
As an independent director of the company, during his term of office in 2021, he actively participated in the investigation of the company and its subsidiaries, gave full play to his experience and expertise in the phosphorus chemical industry, actively paid attention to the company’s production, management, technology introduction and R & D, put forward effective suggestions on the technical research direction of the company’s development to the board of directors, and played an important role in the work of the board of directors.
Here, I would like to thank the company for its active cooperation in the process of exercising my functions and powers during my term of office, so that independent directors and other directors have the same right to know.
Independent director: Zhu Jiahua April 16, 2022
