Guizhou Chanhen Chemical Corporation(002895)
Report on the work of independent directors in 2021
——Yan Kangping, shareholders and shareholder representatives:
As an independent director of the third board of directors of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company”) and chairman of the nomination committee, in line with the attitude 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 made suggestions for the development of the company, Express voting opinions and independent opinions of independent directors in a prudent manner, safeguard the legitimate rights and interests of the company and minority shareholders, safeguard the independence of independent directors, and earnestly perform the duties and obligations of independent directors.
My performance in 2021 is described as follows:
1、 Overview of annual performance in 2021
In 2021, the company held a nomination committee meeting. I should attend the meeting once in total, actually attended the meeting once and entrusted to attend 0 times. The company held 11 meetings of the board of directors. I should attend 11 meetings of the board of directors, actually attended 11 meetings, and entrusted to attend 0 meetings without absence; Attended the general meeting of shareholders for 5 times in 2021.
Carefully review the meeting documents and relevant materials, take the initiative to learn about the production, operation and development from the company’s management, and ask the company to supplement relevant instructions as needed. At the meeting, we listened to the company’s management’s introduction on the operation and management in detail, carefully considered various proposals, put forward suggestions in combination with our own professional knowledge, performed our duties independently and fairly, expressed independent opinions clearly and clearly, exercised the voting right with a cautious attitude, had no objection to the proposals of the board of directors and its special committees and other matters of the company, and All the relevant proposals considered by the board of Directors voted in favour, gave full play to the restraint and balance function of independent directors in corporate governance, and actively safeguarded the legitimate rights and interests of the company, especially minority shareholders.
2、 Key issues of annual performance
In accordance with the articles of association, the working system of independent directors and other relevant provisions, I made independent and impartial judgments on the matters that I focused on during the performance of my duties, and issued prior approval and independent opinions on the related party transactions and joint investment with related parties of the company, as well as on the matters related to the public issuance of convertible corporate bonds, the use of raised funds, equity incentives, the lifting of restrictions on sales Express independent opinions on matters such as determining the amount of foreign exchange hedging. The details are as follows:
1. Related party transactions
(1) Daily connected transactions
As the holding subsidiary of the company has basically completed the acquisition of the mining rights and related assets held by Guizhou Fuquan phosphate rock Co., Ltd. (hereinafter referred to as “Fuquan phosphate rock”), the horizontal competition between the company and the controlling shareholder has been completely eliminated. Fuquan phosphate rock agrees to this new related party transaction because it agrees that the debtor offsets the debt with goods and obtains part of the phosphorus ore according to the implementation settlement agreement with the debtor, The independent directors expressed their prior approval opinions and independent opinions on the matter, and unanimously agreed that the phosphate rock obtained from the implementation settlement is accidental, and the related party transaction between the company and Fuquan phosphate rock for this reason is not sustainable. In order to avoid horizontal competition between the company and the controlling shareholder, Fuquan phosphate rock sells the phosphate rock obtained from the implementation to the company, which complies with relevant laws and regulations and relevant commitments of the controlling shareholder, and the pricing basis is reasonable, There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
(2) Joint investment with related parties
As Sichuan Lanjian Investment Management Co., Ltd. (hereinafter referred to as “Lanjian investment”) is the shareholder holding more than 5% of the company’s shares, in order to further expand the company’s cooperation scope in the field of new energy materials and increase the extension value of phosphorus chemical industry to the field of new energy, the company, Lanjian investment and Chen Yong jointly increased the capital of Sichuan Wanpeng times Technology Co., Ltd., and the independent directors expressed their prior recognition and independent opinions on the matter, Unanimous recognition: the company and Lanjian investment have the same obligations in terms of capital contribution method and time requirements, and their rights and obligations are fair and equal. After the capital increase, the same shares have the same rights. The related party transaction does not damage the interests of the company and shareholders, especially the interests of minority shareholders, and is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
2. Matters related to public issuance of convertible corporate bonds
According to the authorization of the general meeting of shareholders, in accordance with the provisions of relevant laws, regulations and normative documents, and in combination with the actual situation and market conditions of the company, the board of directors of the company further clarified the specific scheme of the company’s public issuance of convertible corporate bonds, and clarified the number and scale of issuance, bond interest rate, the determination method of initial conversion price, terms of maturity redemption, issuance method and object, and the arrangement of placing to the original shareholders, The plan determined by the company is reasonable and feasible, and agrees to authorize the chairman and his authorized representative to handle specific matters such as the listing of convertible bonds, which is in line with the interests of all shareholders and does not harm the interests of minority shareholders.
3. Use of raised funds
(1) Idle raised funds for cash management
The construction of raised investment projects still needs a certain period. At this stage, the raised funds are idle to a certain extent. The company uses the temporarily idle raised funds of convertible bonds and non-public offering shares for cash management, performs the corresponding approval procedures, and complies with the laws and regulations, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies issued by the CSRC Guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions. The company’s use of the temporarily idle raised funds for cash management does not conflict with the implementation plan of the investment project of the raised funds, does not change the purpose of the raised funds in a disguised manner, is in line with the interests of the company and all shareholders, and does not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The decision-making and deliberation procedures are legal and compliant; It is agreed that the company will use the temporarily idle raised funds with an amount of no more than RMB 1.2 billion for cash management,
(2) Use the bank acceptance bill to pay the fund of the raised investment project and replace it with the raised fund in the same amount
The company and its subsidiaries use bank acceptance bills to pay the funds required for the raised investment projects and replace them with the raised funds in the same amount, which is conducive to accelerating the turnover speed of the bills of the company and its subsidiaries, reducing the financial cost, in line with the interests of the company and its shareholders, does not affect the normal progress of the raised investment projects of the company and its subsidiaries, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders, Comply with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions; It is agreed that the company will use the bank acceptance bill to pay the fund of the raised investment project and replace it with the raised fund in the same amount.
(3) Use the raised funds to replace the self raised funds that have been invested in the raised investment projects in advance
Before the raised funds are in place, the company will invest with self raised funds first according to the actual situation of the raised investment project, which is conducive to accelerating the construction progress of the raised investment project. This time, the raised funds are used to replace the self raised funds invested in the raised investment project in advance. The replacement time is within 6 months after the arrival of the raised funds, and the accounting firm will issue an authentication report, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, there is no situation of changing the purpose of raised funds in a disguised manner and damaging the interests of shareholders, and unanimously agree to use the raised funds to replace the self raised funds of the company’s pre invested projects, The total replacement amount is 12680955420 yuan.
4. Equity incentive and lifting of restrictions on sales
The second restricted sale period of restricted shares granted for the first time in the company’s 2019 restricted stock incentive plan and the first restricted sale period of restricted shares granted with reserved rights and interests expire within the reporting period. There is no situation that the restricted sale cannot be lifted at the company and individual levels. The company’s performance evaluation objectives have been achieved, and the evaluation results of incentive objects at the individual level are excellent, Except that one incentive object repurchased 16000 shares of all restricted shares granted due to resignation, the conditions for lifting the restrictions on the sale of restricted shares were met. The independent directors of the company expressed relevant independent opinions on the matter and agreed that the company would lift the restrictions on the sale of restricted shares that meet the conditions for lifting the restrictions.
5. Foreign exchange hedging business
During the year, according to the actual operation of the year and the needs of the international business development of the company and its subsidiaries, the company applied to increase the amount of foreign exchange hedging business in 2021 by no more than RMB 250 million on the basis that the total amount of foreign exchange hedging business in 2021 has not exceeded RMB 700 million, The independent directors agreed that: the company continues to carry out corresponding business in accordance with the relevant provisions of the management system of foreign exchange hedging business and the business model approved by the board of directors in the early stage, and increases the business quota according to the actual business needs. This matter does not harm the interests of the company and shareholders, especially the interests of minority shareholders, and is in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
According to the needs of the international business development of the company and its subsidiaries, in order to effectively manage the exchange rate risk and interest rate risk brought by the export business and reduce the negative impact of foreign exchange market fluctuations on the company’s operation, the company plans to carry out foreign exchange derivatives transactions of long-term settlement and sales of foreign exchange, foreign exchange swaps, options and other products or combinations of the above products in 2022, with a planned transaction amount of no more than RMB 1 billion, The independent directors agreed that the planned trading quota matched the company’s export business volume. The company’s management demonstrated and analyzed the necessity and feasibility of the transaction, and formulated risk control measures in accordance with the company’s foreign exchange hedging business management system. The matter did not harm the interests of the company and shareholders, especially the interests of minority shareholders, and was in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange.
3、 Overall evaluation and recommendations
In 2021, as an independent director of the company, he conscientiously performed his duties as an independent director. By actively participating in the investigation of the company and its subsidiaries, he gave full play to his professional experience and expertise, 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.
In 2021, the company put forward many suggestions on the resolutions of the special committee of the board of directors and the board of directors without any objection. Here, I would like to thank the company for its active cooperation during the exercise of my functions and powers, so that independent directors and other directors have the same right to know. In 2022, in strict accordance with the requirements of laws and regulations for independent directors, I will continue to strengthen communication with the board of directors, the board of supervisors and the management of the company, actively participate in the on-site investigation activities of the company and its subsidiaries, deeply understand the implementation of the company’s development strategy in grass-roots institutions, and faithfully, diligently and conscientiously perform the duties of independent directors, Effectively safeguard the interests of the company and all shareholders, especially minority shareholders.
Independent director: Yan Kangping April 16, 2022
