Shanxi Huayang New Materialco.Ltd(600281)
Report on the work of independent directors in 2021
Dear directors
As an independent director of Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as “the company”), in our work in 2021, we learned about the production and operation of the company in a timely manner in strict accordance with the requirements of the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, as well as the articles of association, based on the principles of independence, objectivity and impartiality, Pay full attention to the development of the company, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on relevant matters of the company, faithfully and diligently perform their duties, and effectively safeguard the legitimate rights and interests of the company and the majority of shareholders. Our performance report for 2021 is as follows:
1、 Basic information of independent directors Tian Wanglin, Yang Zhijun and Ji Junhui
Tian Wanglin: male, born on December 5, 1957, Han nationality, from Qixian County, Shanxi Province, Party member of the Communist Party of China, postgraduate degree, and once served as the director and professor of the Department of Finance and accounting of Shanxi Economic Management Cadre College (Shanxi Economic and Trade Vocational College). He has successively served as an independent director of Shanxi Xinghuacun Fen Wine Factory Co.Ltd(600809) and other listed companies; He is currently an independent director of contemporary Oriental and the company.
Yang Zhijun: male, born in 1973, nationality of the people’s Republic of China, without overseas permanent residency, doctoral degree, doctor of law, lawyer. He used to be a law teacher of Taiyuan University of technology, a law teacher of Shanxi University, and a lawyer and executive director of Beijing Guosheng (Taiyuan) law firm; Now he is Omh Science Group Co.Ltd(300486) independent director, Jiuxian independent director and independent director of the company.
Ji Junhui: male, born in October 1969 in Xianju, Zhejiang Province, member of the Communist Party of China, nationality of the people’s Republic of China, without overseas permanent residency, doctoral degree, doctor of Applied Chemistry, former associate researcher of the Institute of chemistry of the Chinese Academy of Sciences and associate researcher of the Institute of physical and chemical technology of the Chinese Academy of Sciences; He is currently a researcher of the Institute of physical and chemical technology of the Chinese Academy of Sciences and an independent director of the company.
2、 Publish the annual performance profile of independent directors
1. Attendance at the board of directors
Name number of attendance on site + communication entrustment absence
Tian Wanglin 16 0 8 0 0
Yang Zhijun 12 28 200
Ji Junhui 7 0 5 2 0 0
Zhou ronghua 9 0 7 2 0 0
Wang Jun 4 1 1 2 0 0
During the meeting, we carefully reviewed the relevant materials of the meeting, actively participated in the discussion of various proposals, made independent opinions on relevant matters, actively communicated with the company’s management, and understood the company’s business objectives and plans. We believe that during the reporting period, the convening of the board of directors of the company complied with legal procedures and the resolutions were legal and effective. 2. Independent opinion
(1) During the second meeting of the seventh board of directors in 2021, the company issued independent opinions on the dismissal and appointment of senior managers of the company, independent opinions on the removal of directors and independent opinions on the election of directors’ candidates;
(2) During the third meeting of the seventh board of directors in 2021, the company issued the special explanation and independent opinions on the company’s external guarantee in 2020, the independent opinions on the company’s profit distribution plan in 2020, the implementation of the daily connected transactions in 2020 and the pre approval opinions and independent opinions on the increased parts and the daily connected transactions planned in 2021 Independent opinions on the company’s employment of financial audit institutions and internal control audit institutions in 2021, independent opinions on the self-evaluation report of internal control in 2020, independent opinions on the nomination of independent director candidates for the seventh board of directors, independent opinions on the company’s provision of guarantees for wholly-owned subsidiaries, independent opinions on the provision for impairment of large assets Independent opinions on changes in accounting policies and the report on the work of independent directors in 2020;
(3) During the fourth meeting of the seventh board of directors in 2021, the company issued the independent opinions on submitting candidates for directors, the prior approval opinions on the agreement transfer of 491158% equity of coking investment held by the company to Taihua Group and related party transactions, and the independent opinions on the agreement transfer of 491158% equity of coking investment held by the company to Taihua Group and related party transactions;
(4) During the seventh meeting of the seventh board of directors in 2021, the company issued the “prior approval opinions on capital increase to joint-stock companies” and “independent opinions on capital increase to joint-stock companies”;
(5) The independent opinions on nominating candidates for independent directors of the seventh board of directors of the company were issued during the eighth meeting of the seventh board of directors of the company in 2021;
(6) During the 11th meeting of the seventh board of directors in 2021, the company issued the independent opinion on withdrawing large credit impairment losses in the half year of 2021;
(7) During the 13th meeting of the seventh board of directors in 2021, the company issued independent opinions on providing guarantee for the financing of subsidiaries and independent opinions on increasing capital to Taiyuan Huasheng Fengfeng precious metal materials Co., Ltd;
(8) During the 14th meeting of the seventh board of directors in 2021, the company issued independent opinions on the proposal that the company meets the conditions for non-public issuance of a shares, independent opinions on the proposal of the company’s non-public issuance of A-Shares in 2021, and independent opinions on the proposal of the company’s non-public issuance of A shares Independent opinions on the proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company, independent opinions on the proposal on the need to prepare the statement on the use of funds raised in the previous time, independent opinions on the statement on the diluted immediate return of non-public issuance of A-Shares of the company and the proposal on taking filling measures and commitments of relevant subjects Independent opinions on the proposal of the company’s shareholder return plan for the next three years (20212023), independent opinions on the proposal of requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the non-public development of A-Shares in 2021, and prior approval opinions on relevant matters;
(9) During the 15th meeting of the seventh board of directors in 2021, the company issued the independent opinions on the company’s plan to increase the daily related party transactions in 2021, the independent opinions on the appointment of the company’s deputy general manager, the independent opinions on the provision of impairment losses, and the prior approval opinions on the increase of related party transactions in 2021.
3、 Other working conditions
(1) During the preparation of the company’s periodic report, we earnestly performed the relevant responsibilities of independent directors, fully communicated with the annual report audit institution, and put forward professional opinions on the preparation of the company’s periodic report, so as to ensure that the preparation of the company’s periodic report is timely, accurate, true and complete.
(2) There is no proposal to convene a board meeting or an extraordinary general meeting of shareholders.
(3) There is no independent engagement of external audit institutions and consulting institutions.
4、 Overall evaluation and suggestions of annual work
We discuss and communicate with the personnel of all departments of the company, timely understand the production and operation and financial status of the company, and obtain the progress of important matters of the company; Continue to pay attention to the impact of changes in the market environment on the company, and always pay attention to the media reports on the company. Analyze and judge the internal and external data obtained, and timely communicate with the company on the problems found, so as to provide reference for the decision-making of the board of directors of the company.
During the reporting period, as independent directors of the company, we actively participated in the training and study organized by the company in Shanghai Stock Exchange, Shanxi securities regulatory bureau and Shanxi listed company association, and faithfully, diligently and dutifully performed the duties and obligations of independent directors in strict accordance with various laws and regulations. Actively participated in the meetings of the board of directors of the company and expressed fair and objective independent opinions on relevant major issues considered by the board of directors of the company; Fully exercise the supervision and inspection functions of the company’s operation, financial audit and the implementation of internal control, independently supervise the performance of the company’s directors and executives, promote the scientific decision-making of the board of directors, and safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders.
In 2022, we will continue to adhere to the principles of seriousness, prudence, diligence and due diligence, faithfully perform the duties and obligations of independent directors, timely communicate with the directors, supervisors and management of the company, provide professional support for the scientific and efficient decision-making of the board of directors, safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, urge the company to strengthen capital operation, accelerate the pace of transformation and development, and strengthen the cultivation of leading industries, Standardize the operation and management of enterprises and enhance the core competitiveness of enterprises.
Shanxi Huayang New Materialco.Ltd(600281) independent director: Tian Wang, Lin Yang Zhijun, Ji Junhui April 18, 2022
