Report on the work of independent directors of the company in 2021
Dai Xinmiao
During my tenure as an independent director of the 8th board of directors of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “the company”) (from May 28, 2021 to December 28, 2021), I strictly complied with the company law, the securities law, the standards for corporate governance of listed companies, and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation The guiding opinions on the establishment of independent director system in listed companies and other laws and regulations and the relevant provisions of the articles of association, proceeding from the overall interests of the company, earnestly safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, faithfully, honestly, diligently and seriously perform the duties of independent directors, and give full play to the role of independent directors. I now report my performance of duties in 2021 as follows: I. attendance at the meeting
From May 28, 2021 to December 28, 2021, the 8th board of directors of the company held 7 meetings. The details of the board meetings I attended are as follows:
Participation in this year
Reasons for absence entrusted by independent directors and attendance of the board of directors in person (Times)
Name (Times) (Times) other description
frequency
Dai Xinmiao 7 6 1 //
Every time I received the documents sent to me by the company in advance, I carefully reviewed and studied them before the meeting. Therefore, on the basis of carefully listening to the opinions of other directors, I was able to actively participate in the discussion, express suggestions and opinions on major issues of the company, and seriously perform the voting rights of independent directors. I paid close attention to the company’s production and operation, financial status and the implementation of the resolutions of the board of directors, and played a think-tank and advisory role for the major issues considered by the board of directors. During the reporting period, I did not raise any written objection to the proposal of the board of directors and other matters related to the company.
In my opinion, the board of directors of the company complied with national laws and regulations this year, made decisions in accordance with the provisions of the articles of association and the scope of authorization and procedures of the general meeting of shareholders, and correctly performed its functions in order to promote the steady development of the company. 2、 Independent opinions
According to relevant laws and regulations, the duties of independent directors are mainly to safeguard the overall interests of the company, especially pay attention to the legitimate rights and interests of minority shareholders, and express independent opinions on the related party transactions and major personnel arrangements of the company. Starting from the responsibilities of the above independent directors, I have expressed independent opinions on the legal development, standardized operation and fairness of related party transactions of the company.
1. At the first meeting of the eighth board of directors held on May 28, 2021, I expressed independent opinions on the election of the chairman and vice chairman of the company.
2. At the fourth meeting of the 8th board of directors held on September 23, 2021, I made comments on the company’s compliance with the conditions for non-public offering of a shares, the plan for non-public offering of A-Shares in 2021 and the plan for non-public offering of A-Shares in 2021, the feasibility report on the use of funds raised by non-public offering of A-Shares in 2021, the diluted immediate return of non-public offering of A-Shares The company made independent opinions on the measures to fill in the return and the commitments of relevant subjects, on the shareholder return plan of the company for the next three years (20212023), and on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s non-public offering of a shares.
3. At the fifth meeting of the eighth board of directors held on October 27, 2021, I expressed independent opinions on the appointment of the president of the company.
4. Before the sixth meeting of the eighth board of directors of the company was held, I carefully considered the proposal on renewing the appointment of the company’s audit institution in 2021 and issued a prior approval opinion. At the sixth meeting of the eighth board of directors held on December 24, 2021, I expressed independent opinions on the proposal on the company’s re employment of the audit institution in 2021 and the proposal on the by election of independent directors of the company.
5. At the 7th Meeting of the 8th board of directors held on December 24, 2021, I expressed my independent opinions on the first phase of the company’s medium and long-term employee stock ownership plan (Draft) and its summary, and on the formulation of the management measures for the first phase of the medium and long-term employee stock ownership plan. 3、 Performance of special committees of the board of directors
During my tenure in the special committee, I was able to actively carry out work under the leadership of the board of directors, and make full use of rich professional knowledge and practical experience to complete all matters delivered by the board of directors.
1. As a member of the nomination and assessment committee of the 8th board of directors of the company:
(1) I attended the first meeting of the nomination and assessment committee of the 8th board of directors held on October 18, 2021. According to the nomination of Mr. Huang Jianrong, chairman of the 8th board of directors, after preliminary examination of the qualifications of the nominees, I agreed to nominate Mr. Wang Xibing as the president of the company and submit it to the board of directors for deliberation.
(2) I participated in the second meeting of the nomination and assessment committee of the eighth board of directors held on December 8, 2021, and agreed that Mr. Li Bingxin should be appointed as an independent director of the eighth board of directors of the company, which should be submitted to the board of directors for deliberation and the general meeting of shareholders for election.
2. As the director of the audit committee of the 8th board of directors of the company:
I presided over the first meeting of the audit committee of the eighth board of directors held on December 8, 2021, carefully reviewed the proposal on the renewal of the company’s audit institution in 2021, and agreed to submit it to the board of directors and the general meeting of shareholders for deliberation. 4、 On site performance of independent directors
As an independent director of the company, I performed my duties on the company’s management and production site in various forms during the reporting period, with a cumulative time of more than 10 days. Specifically include:
1. Take advantage of various on-site meetings to conduct on-site investigation and research at the company’s headquarters, maintain communication with the company’s management by telephone and e-mail, understand the current situation of production and operation, discuss practical problems encountered in management, and provide professional opinions and suggestions;
2. Based on their professional backgrounds and the division of labor among the members of the special committee of the board of directors, they focus on strengthening communication with the chairman, President and leaders in charge of various departments, continuously understand the company’s operation information, and increase the accuracy and scientificity of formal meeting decisions;
3. As a financial professional, Gen provided professional opinions and suggestions to the company’s financial work by taking advantage of the company’s meeting opportunities or relevant details of the project. 5、 Other work done in protecting the rights and interests of investors
As a director of the company, I have continuously, accurately and effectively disclosed the important information of the company on the Internet, and I have been able to pay close attention to the information disclosure of the company on the Internet in a timely and effective manner.
At the same time, we also pay attention to the media reports on the company, inquire from the company and relevant personnel, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders; Be able to listen to the voice of minority shareholders from various ways, timely feed back to the company’s management, and strengthen the interaction with investors.
During my term of office, as an independent director of the company, I can personally attend the meetings of the board of directors and special committees of the board of directors on time. For any major matters that need to be decided by the board of directors, I will carefully review the information introduced and provided by the company in advance, and exercise my voting rights independently, objectively and prudently; And carefully listen to the introduction and report of the company’s relevant staff on the company’s production and operation management, the implementation of resolutions of the board of directors, financial management, related party transactions, etc., review relevant materials, and timely understand the company’s dynamics. On this basis, he made an objective and fair judgment, expressed independent opinions, promoted the scientificity and objectivity of the decision-making of the board of directors, effectively safeguarded the interests of the company and the majority of social public shareholders, and effectively performed the duties of independent directors.
As an independent director of the company, I actively attend the general meeting of shareholders of the company and listen to the voice of minority shareholders. Even if the shareholders only hold 100 shares, or the shareholders ask “unprofessional” questions, or have a poor attitude, I can still enthusiastically and patiently answer the questions of investors. 6、 Other work
1. There is no proposal to convene the board of directors in 2021.
2. There is no proposal to hire or dismiss an accounting firm in 2021.
3. There was no independent engagement of external audit institutions and consulting institutions in 2021. 7、 Assistance provided by the company to independent directors
The company has provided necessary conditions to ensure the effective exercise of functions and powers by independent directors, provided a working platform for me to perform my duties seriously and independently, and can supplement the required supplementary materials in time.
The above is my performance report in 2021. This work report will be reported to the shareholders attending the 2021 annual general meeting of the company.
Tibet Summit Resources Co.Ltd(600338)
Independent director: Dai Xinmiao
April 18, 2022
