Oriental Energy Co.Ltd(002221)
Report on the work of independent directors in 2021 (Lin Hui)
Shareholders and shareholder representatives:
As an independent director of the 5th board of directors of Oriental Energy Co.Ltd(002221) (hereinafter referred to as "the company"), I have strictly followed the company law, the securities law, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange Laws, regulations and normative documents such as the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, as well as the provisions and requirements of the articles of Association and the system of independent directors of the company, so as to perform their duties honestly, diligently and independently and actively attend the meeting, Carefully deliberated various proposals of the board of directors and issued corresponding independent opinions to effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at the board of directors and shareholders' meeting
During the reporting period, the 5th board of directors of the company held 13 meetings of the board of directors and 6 meetings of shareholders. Based on the principles of diligence, integrity, independence and objectivity, I attended all previous board meetings and four general meetings of shareholders on time. For some reason, I was unable to attend the 2020 annual general meeting and the fifth extraordinary general meeting of shareholders in 2021. I have entrusted Mr. Chen Xinglin, an independent director, to attend the meeting and exercise corresponding rights. Before attending the meeting, I read the meeting proposals and relevant materials in detail and actively participated in research and discussion. In the attitude of being responsible to all shareholders, he exercised his voting rights and voted in favour of the matters considered at all previous board meetings.
During my term of office, the convening and convening of the board of directors and the general meeting of shareholders of the company comply with legal procedures, and major business decisions have gone through corresponding procedures, which are legal and effective. In this year, I have not raised any objection to the proposals of the board of directors and other matters of the company.
2、 Independent opinions
During my tenure in 2021, on the basis of mastering the company's operation in detail, I faithfully performed the duties of independent directors, conducted necessary investigation and understanding with other independent directors on relevant matters, and expressed independent opinions as follows:
Express independent opinions
No. independent opinions issued at the board meeting remarks opinion time type
The 5th board of directors signed the entrusted operation agreement with Fuji shipping Holding Co., Ltd
1. On February 24, 2021, we agree to attend the 21st meeting and independent opinions on related party transactions on site
Proposal on the company's public offering of convertible bonds
The 5th board of directors agreed to attend the meeting on March 23, 2021 and put forward opinions
Twenty second meeting
Independent opinions on the post adjustment of Mr. Gao Jianxin agree to attend the meeting on site
Independent opinions on the 2020 annual profit distribution plan agree to attend the independent opinions on the 2020 internal control evaluation report of the company, and agree to attend the special report on the storage and use of raised funds in 2020
Agree to the independent opinion of attending the report on site
About the controlling shareholder and other related parties occupying the company's funds and
Agree to the special explanation and independent opinions of attending the external guarantee on site
The independent opinion of the 5th board of directors on the prediction of operating related party transactions in 2021 agreed to attend the meeting on March 21, 2021
Twenty third meeting
Independent opinions on the year-end reward for senior executives agree to attend the independent opinions on the renewal of the audit institution in 2021, agree to attend the independent opinions on the by election of independent directors of the Fifth Board of directors, and agree to attend the independent opinions on the report on the use of the previously raised funds Opinions agree to attend the on-site meeting on the diluted spot return of convertible corporate bonds issued to the public
Agree to attend the site and fill in the independent opinions on the matters of return measures
The fifth session of the board of directors on signing the agreement of poly energy with Shengbang (Hangzhou) energy supply chain Co., Ltd
4. On June 1, 2021, it is agreed to attend the 25th meeting on the spot and give independent opinions on the annual propylene sales contract and related party transactions
About the controlling shareholder and other related parties occupying the company's funds and the company's
Agree to the special description and independent opinions on the guarantee outside the site
Report of the 5th board of directors on the deposit and use of raised funds in the half year of 2021
5. On August 24, 2021, the independent opinions on the special report of attending the 27th meeting on site were agreed
Independent on the use of some idle raised funds for cash management
Agree to attend the meeting
Independent opinions on carrying out futures hedging business agree to be present on site independent opinions on the appointment of senior managers agree to be present on site independent opinions on changes in accounting policies agree to be present on site
The 5th board of directors
6. On September 29, 2021, independent opinions on public issuance of corporate bonds agreed to attend the 29th meeting on site
Decision of the 5th board of directors on temporarily replenishing working capital with some idle raised funds
Agree to attend the 30th 202712 independent meetings
Independent decision of the 5th board of directors on appointing Mr. Chen Wenxin as the Secretary of the board of directors of the company
8. Opinions on attending the 32nd meeting on November 2, 2021
3、 Performance of professional committees
There are four special committees under the 5th board of directors of the company, namely audit committee, strategy committee, nomination committee and salary and assessment committee.
As the convener of the remuneration and assessment committee of the 5th board of directors of the company, I held and presided over a meeting of the remuneration and assessment committee in 2020, reviewed the year-end incentive scheme of the company's management and the year-end incentive scheme of the chairman of the board of directors in 2020, assessed the performance of the company's directors and senior managers, and made annual performance evaluation.
In 2021, the audit committee of the 5th board of directors held four meetings. As a member of the audit committee of the 5th board of directors, I tracked the annual audit work of the company and inspected the storage and use of the raised funds of the company; Supervise the relevant work of the audit department and the implementation of the internal control system; Listened to the report on the special audit report; Review the company's financial information, accounting statements and their disclosure.
The nomination committee of the 5th board of directors held two meetings in 2021. As a member of the nomination committee of the 5th board of directors, I participated in the discussion of the company's talent development strategy in 2021, recommended excellent talents in line with the enterprise's strategic development to the company and the board of directors, and provided sufficient talent guarantee for the company's transformation to a manufacturer of new polymer materials and a supplier of green hydrogen energy in 2021.
4、 On site investigation of the company
In addition to attending the meeting of the board of directors in 2021, I conducted on-site investigation on the company's operation, financial situation, related party transactions, implementation of resolutions, improvement and implementation of management and internal control system. Keep close and continuous contact with other directors, senior managers and relevant staff of the company by means of telephone and wechat, and learn the progress of major matters of the company in time. At the same time, actively pay attention to the impact of changes in the external market environment of industry development on the company, and timely communicate and exchange relevant information with the management. 1. Through wechat, telephone or e-mail, I keep close contact with the directors, executives and relevant staff of the company, continue to pay attention to the impact of changes in the chemical industry on the company, as well as the relevant reports on the company in the media and on the Internet, and timely grasp the operation status of the company.
2. I investigated the major projects being implemented by the company, carefully verified the feasibility of the company's (Maoming) alkane resources comprehensive utilization project, and prudently expressed relevant voting opinions through professional judgment.
3. I carefully review the company's production and operation, financial management, related transactions and external guarantees, conduct efficient communication by means of on-site investigation, timely grasp the company's daily operation status, predict the possible business risks and give corresponding guidance, including
