Sinochem International Corporation(600500) (holding) Co., Ltd
2021 annual report of independent directors
In accordance with the provisions of the independent directors and the articles of association of Shanghai Stock Exchange (hereinafter referred to as the "independent directors" and the "articles of association"), we are strictly responsible for the performance of our duties as independent directors of the company (hereinafter referred to as the "independent directors") and the "Regulations on the continuous development of the company"), Timely understand the operation of the company, go deep into the front-line investigation and research, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions and put forward constructive suggestions on relevant matters of the company, and effectively safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
The performance of our duties as independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
1. Personal work experience, professional background and part-time work
Yu Dahai, male, German Chinese, born in 1961, graduated from the Department of chemistry, University of Hamburg, Germany, with a doctorate. He joined Degussa group in 1990 and successively served as director of strategic development and finance of industrial and fine chemicals division, director of agricultural chemicals and intermediates division, CEO of Greater China and member of the global executive board of Evonik group. Since October 2006, he has served as the chairman and CEO of Evonik (China) Co., Ltd. and the president of Evonik Industries Group in Greater China. Since April 2011, he joined the global executive board of Evonik group and became a member of the core management of Evonik global. In December 2013, he resigned from the Evonik group for personal reasons. He is now the independent director of the eighth board of directors, the chairman of the remuneration and assessment committee, and the chairman of Dr. Yu consulting and investment company, Anhong capital operation partner and Tan Maxi international consultant, chairman of Lehmann & Voss Advisory Committee.
Xu Yongqian, male, Chinese nationality, born in 1967, holds a bachelor's degree in law from Fudan University. From 1989 to 1996, he worked as a legal consultant in CNOOC Shandong marine chemical group company; From 1996 to 1999, worked in Shandong Qiushi law firm; Since 1999, he has worked in Beijing Dacheng Law firm. He is now a senior partner and lawyer of Beijing Dacheng Law Firm, a member of the Education Committee of all China Lawyers Association, a vice chairman of the risk management committee of China standardization and Innovation Alliance (State Administration of market supervision), and an independent director of Hbis Resources Co.Ltd(000923) , Hainan Mining Co.Ltd(601969) and other listed companies. He is currently the independent director and chairman of the nomination and Corporate Governance Committee of the eighth board of directors of the company.
Cheng Fengchao, male, Chinese nationality, born in 1959, graduated from Hunan University with a doctor's degree in management science and engineering, a researcher and a certified public accountant. Familiar with accounting, auditing, evaluation, finance and securities, with rich experience in enterprise management and capital market. He once served as an expatriate Industrial And Commercial Bank Of China Limited(601398) director and an expatriate Agricultural Bank Of China Limited(601288) director of Central Huijin Company. He is now an independent director of Minmetals Capital Company Limited(600390) of the listed company, Beijing Centergate Technologies (Holding) Co.Ltd(000931) president of Guorui finance and Industrial Development Research Association, doctoral supervisor of Hunan University, distinguished professor of Chinese Academy of Social Sciences, external supervisor of Huarong company, independent director of the eighth board of directors and chairman of audit and risk committee of the company.
2. Description of independence
As independent directors of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, do not directly or indirectly hold more than 1% of the issued shares of the company, are not the top ten shareholders of the company, do not directly or indirectly hold more than 5% of the issued shares of the company, and do not work in the top five shareholders of the company. At the same time, we have not provided financial, legal, consulting and other services for the company or its subsidiaries, and have not worked in the company's affiliated units. We can ensure objective and independent professional judgment, and there is no situation affecting independence.
2、 Annual performance overview
1. Attendance at the board of directors and shareholders' meeting
The company always attaches great importance to the scientific and efficient decision-making of the board of directors, and actively adopts various meeting methods such as on-site meeting and communication voting. In 2021, the company held 10 meetings of the board of directors and 4 general meetings of shareholders. We attended relevant meetings with prudence, responsibility, enthusiasm and seriousness.
As independent directors of the company, we actively pay attention to and understand the production, operation and operation of the company before holding relevant meetings, investigate and obtain the information and materials needed to make decisions, and make full preparations for important decisions at the meeting. Give full play to their professional experience and expertise, provide independent judgment, knowledge and experience for the matters discussed at the meeting, actively participate in the discussion and put forward reasonable feasibility suggestions, which has played a positive role in promoting the scientific decision-making of the company's board of directors and general meeting of shareholders. Attendance at the meeting was as follows:
Participation in the board of directors
Name should be included in this year: attending in person, voting against in absentia and attending the board of directors
Yu Dahai 10 10 0 0 0
Xu Yongqian 10
Cheng Fengchao 1 1 0 0 0
Attendance at the general meeting of shareholders of the company during the reporting period:
Name: 2021 first 2021 second 2021 third extraordinary general meeting of shareholders extraordinary general meeting of shareholders
Yu Dahai
Xu Yongqian √
Cheng Fengchao
2. Site investigation
We participated in the on-site investigation activities organized by the company, listened to the report of the company's management on the company's operation and internal control construction, and conducted work interviews with relevant departments. The management also timely informed us of major matters of the company and submitted relevant documents, which can effectively protect our right to know as an independent director. At the same time, we also pay close attention to the publicity and reports of the company in the media, Internet and other public media, constantly deepen our understanding and understanding of the company, and timely communicate with the Secretary of the board of directors about the relevant reports.
3. Annual report work
During the preparation and disclosure of the annual report, in strict accordance with the relevant provisions of the guidelines for independent directors during the annual report period of Shanghai Stock Exchange, we went to the company for on-site investigation, fully communicated with the company's management about the company's production and operation and standardized operation in 2021, met with the company's annual audit certified public accountants at all stages of the annual report audit process, and communicated the problems found in the annual report audit process, Earnestly participated in the audit of the annual report and ensured the timely disclosure of the company's 2021 annual report.
3、 Key issues of annual performance
1. Related party transactions
We strictly follow the Listing Rules of Shanghai Stock Exchange According to the requirements of the regulations on listed companies, the related party transactions of the company in 2021 have been judged and reviewed according to the procedures. We believe that the related party transactions of the company follow the market-oriented principle and comply with the provisions of relevant laws and regulations. The review procedures are legal and effective, and the related directors avoid voting during the review; the transaction pricing is fair and reasonable, and there is no damage to the legitimate interests of the company and other shareholders.
2. External guarantee and fund occupation
According to the special statement on the occupation of funds by the controlling shareholders and other related parties of Sinochem International Corporation(600500) (holding) Co., Ltd. issued by Ernst & Young Huaming certified public accountants, we reviewed the capital transactions and external guarantees between the company and related parties at the end of 2021 and issued independent opinions. We believe that the company can strictly abide by relevant laws and regulations and relevant provisions of the CSRC, and has not found providing illegal guarantees for controlling shareholders and other related parties; The capital transactions between the company and related parties are normal production and operation capital transactions. There is no case that the company advances wages, welfare, insurance, advertising and other period expenses for the controlling shareholders, nor does it bear costs and other expenses on behalf of each other; The company does not provide funds directly or indirectly to controlling shareholders and other related parties for use; The external guarantees of the company are reviewed and approved by the board of directors or the general meeting of shareholders and disclosed in time in accordance with relevant management requirements and regulations. 3. Use of raised funds
During the reporting period, the company did not raise funds or use the funds raised in the early stage to the current period. 4. Nomination and remuneration of senior management
During the reporting period, the remuneration and assessment committee of the board of directors reviewed the remuneration and assessment results of the company's senior managers according to the completion of the annual performance indicators of the company's senior managers. We believe that the remuneration assessment and payment of directors and senior managers disclosed in the company's annual report comply with the management regulations of the company's performance assessment and remuneration system.
5. Performance forecast and performance express
During the reporting period, the company did not make performance forecast and performance express.
6. Appointment of accounting firms
Ernst & Young Huaming Certified Public Accountants (special general partnership) is an accounting firm that meets the requirements of the securities law. It can independently carry out audit work in accordance with independent, objective and fair professional standards, and meet the work needs of the company's financial audit and internal audit. This renewal of the accounting firm complies with the provisions of relevant laws and regulations, and the relevant review procedures comply with the provisions of laws and regulations and the articles of association, There is no situation that damages the interests of the company and shareholders. We agree to appoint Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company's financial audit and internal control audit institution in 2021.
7. Cash dividends and other investor returns
During the reporting period, the company paid dividends in strict accordance with the provisions of China Securities Regulatory Commission, Shanghai Stock Exchange and the articles of association.
According to the proposal on formulating the company's shareholder return plan issued by the 21st session of the 5th board of directors of the company, the company's cash dividend policy has been further improved and standardized. We believe that the company pays full attention to the reasonable requirements and opinions of shareholders, especially small and medium-sized shareholders, which can ensure the reasonable return of shareholders and take into account the sustainable development of the company. The plan complies with the notice on further implementing matters related to cash dividends of listed companies issued by CSRC and the guidelines on cash dividends of listed companies issued by Shanghai Stock Exchange. The deliberation and voting procedures comply with the provisions of relevant laws, regulations and the articles of association. The profit distribution policies formulated or revised better protect the interests of shareholders, especially small and medium-sized shareholders.
8. Performance of commitments of the company and shareholders
We pay close attention to the performance of the company's and shareholders' commitments. Through the verification and understanding of relevant situations, we believe that the company and shareholders can strictly abide by and fulfill relevant commitments.
9. Implementation of information disclosure
During the reporting period, the company issued 79 temporary announcements and 4 regular reports, and completed all the work of information disclosure with high quality. We believe that the company's information disclosure complies with the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules and the company's corporate information disclosure management system. The information disclosure can follow the principle of "openness, fairness and impartiality" and achieve authenticity, accuracy, timeliness, integrity and fairness.
10. Implementation of internal control
During the reporting period, according to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with the company's internal control system and evaluation methods, and on the basis of daily and special supervision of internal control, the company prepared and disclosed the 2020 internal control evaluation report to explain the scope, basis and defect identification standard of internal control evaluation, and carried out the evaluation of key business processes Self evaluation of the effectiveness of internal control in key control links. The internal control evaluation in 2020 did not find any important and significant defects in the design and implementation of the company's internal control.
We timely put forward rectification suggestions for the problems existing in the company's internal control. The smooth implementation of the above work has effectively improved the corporate governance and standardized operation level of the company.
11. Operation of the board of directors and its subordinate special committees
The board of directors of the company has a strategy committee, an audit committee, a nomination committee, a remuneration and assessment committee and a sustainable development committee. We have held important positions in relevant committees respectively. The details are as follows:
Name and position
Strategic member audit and risk nomination and corporate compensation and examination Sustainable Development Insurance Committee Corporate Governance Committee nuclear member Convention and Exhibition committee member meeting
Member / chairman Yu Dahai/
Xu Yongqian / Chairman / member
Cheng Fengchao / Chairman / member/
During the reporting period, all professional committees played an important role in assisting the board of directors to conduct fruitful discussions on relevant matters and make prudent decisions in accordance with the working rules of professional committees. In 2021, the audit and risk committee held five meetings, specifically reviewed the company's periodic reports, related party transactions, external guarantees, renewal of accounting firm, financial audit plan and internal control audit plan, and issued independent opinions; The nomination and Corporate Governance Committee reviewed the supplementary members of the special committee; The remuneration and appraisal committee reviewed the matters related to the company's equity incentive plan, the 2020 Sinochem International Corporation(600500) executive performance appraisal and bonus accounting scheme, and the 2021 executive performance scheme; The strategy committee reviewed the company's 2021 strategic implementation plan and financial budget, and the Sustainable Development Committee reviewed the company's sustainable development goals and development plans.
4、 Overall evaluation and recommendations
During the reporting period, we thank the board of directors, senior executives and relevant staff for their active and effective cooperation and support in performing the duties of independent directors.
As an independent director of the company, in 2021, we strictly followed the
