Report on the work of independent directors of the company in 2021
Pang Shoulin
I served as an independent director of the seventh board of directors of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “the company”) until the expiration of my term of office (May 28, 2021). I strictly complied with the company law, the securities law, the guidelines for the governance of listed companies, and the guidelines for the self-regulation 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 January 1, 2021 to May 28, 2021, the seventh board of directors of the company held a total of one meeting. I attended the board meeting held by the company. The details 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 times
Pang Shoulin 1 //
After receiving 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. Before the 20th meeting of the 7th board of directors held by the company, I gave my prior approval opinions on the proposal on estimated daily connected transactions in 2021 and the proposal on connected transactions of borrowing from controlling shareholders. At the 20th meeting of the 7th board of directors held on April 27, 2021, I made comments on the proposal on the expected daily related party transactions in 2021, the proposal on related party transactions borrowing from controlling shareholders, the company’s 2020 annual report and summary, the company’s 2020 profit distribution plan, the company’s 2020 internal control self-evaluation report, the proposal on the change of the company’s accounting policies Independent opinions were expressed in the proposal on extending the period of providing financial assistance to the holding company and the proposal on adjusting the salary standard of senior managers of the company. 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 the director of the nomination and assessment committee of the 7th board of directors of the company:
(1) On June 12, 2020, I presided over the third meeting of the nomination and assessment committee of the seventh board of directors, and carefully reviewed the report on the performance of the nomination and assessment committee of the board of directors in 2020. 2. The proposal on the 2020 annual allowance of the company’s directors and independent directors. 3. The proposal on adjusting the salary standard of the company’s senior managers The proposal on examining the qualifications of candidates for the 8th board of directors and agreed to submit it to the board of directors for deliberation.
2. As a member of the audit committee of the 7th board of directors of the company:
(1) In accordance with the requirements of the notice on disclosure of 2020 annual report of listed companies and relevant work memorandum of Shanghai Stock Exchange, I presided over the sixth to eighth meetings of the audit committee of the seventh board of directors on January 21, March 19 and April 16, 2021 respectively, supervised the preparation and review of the company’s 2020 annual financial report, and carefully reviewed the company’s audit work plan; Before the annual audit, the certified public accountant reviewed the financial statements prepared by the company, checked the company’s accounting policies, financial status and financial reporting procedures, and believed that the company’s financial statements could fully reflect the company’s financial status and operating results; It also communicated with the auditors of the company’s external audit institutions and actively carried out the annual report, ensuring the smooth completion of the preparation and disclosure of the company’s 2020 annual report.
3. As a member of the operation Committee of the 7th board of directors of the company:
I attended the third meeting of the operation Committee of the seventh board of directors held on April 16, 2021, carefully reviewed the company’s 2021 annual production and operation plan and the company’s 2021 annual capital expenditure plan, and agreed to submit them to the board of directors 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; 5、 Other work done in protecting the rights and interests of investors
As an independent director of the company, I can continuously pay attention to the important information disclosed by the company in the media and online, timely grasp the information disclosure of the company, and effectively supervise and verify the timely, complete and accurate disclosure of relevant information. 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.
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 materials 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: Pang Shoulin
April 18, 2022
