Jiangxi Selon Industrial Co.Ltd(002748) independent director's report for 2021
Report on the work of independent directors in 2021 (Wang Limin)
As an independent director of Jiangxi Selon Industrial Co.Ltd(002748) (hereinafter referred to as "the company"), I am faithful, diligent and independent in strict accordance with the requirements of laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, several provisions on strengthening the protection of the rights and interests of social public shareholders, the articles of association, the working system of independent directors and other internal systems Prudently exercised the powers conferred by the company on independent directors, actively attended the relevant meetings of the company this year, carefully considered various proposals, objectively expressed independent opinions on relevant matters of the company, gave full play to the independent and professional role of independent directors, and effectively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings in 2021
(I) attendance at board meetings and voting
In 2021, the company held 13 meetings of the board of directors, of which I should have attended 12 times, actually attended 11 meetings of the board of directors, and did not entrust others to attend or failed to attend the meeting in person for two consecutive times. Before the board meeting, in a rigorous and responsible attitude, I took the initiative to understand and obtain the relevant information required for making decisions, communicated with relevant personnel, and expressed prior approval opinions on some major matters. At the meeting, I carefully listened to and deliberated each proposal, actively participated in the discussion, put forward reasonable suggestions on the proposals deliberated at previous meetings from a professional perspective and relevant experience, and voted carefully. In my opinion, the business decisions and other major matters made at the meeting of the board of directors of the company during the reporting period have fulfilled the relevant procedures, are legal and effective, and the proposal of the board of directors has not harmed the interests of all shareholders. I have voted in favor of all the proposals considered at each meeting of the board of directors in 2021. There is no objection, objection or abstention.
(II) attendance at the general meeting of shareholders as nonvoting delegates
In 2021, the company held two general meetings of shareholders, and I personally attended the meeting.
2、 Independent opinions
This year, in accordance with relevant laws, regulations and relevant provisions, I scrupulously performed my duties, diligently and conscientiously, carefully reviewed the relevant meeting materials and had a detailed understanding of the relevant situation. Based on the independent position and judgment, and in the attitude of being responsible to all shareholders of the company, the company has made prior permission for the company's daily related party transactions in 2021, the renewal of accounting firm, the supplementary increase of amount of daily related party transactions in 2021 and other matters
Jiangxi Selon Industrial Co.Ltd(002748) independent director's report for 2021
Independent opinions were expressed on relevant matters, as follows:
Time to issue independent opinions type of independent opinions of the board of directors
Independent opinions on re-election of the chairman of the Fourth Board of directors in March 2021 the 25th meeting of the Fourth Board of directors agreed on the 7th
Independent opinions on the company's profit distribution plan in 2020 agree with the independent opinions on the proposal on the company's expected daily connected transactions in 2021 agree with the independent opinions on the proposal on the company's renewal of the appointment of an accounting firm agree with the independent opinions on The 26th meeting of independent opinions on the occupation of the company's funds by controlling shareholders and other related parties in 2020 and the company's external guarantee on the 26th day of the 4th board of directors
The independent opinion on the self-evaluation report on internal control in 2020 agrees with the independent opinion on the proposal on the company's provision for asset impairment in 2020 and the independent opinion on the change of accounting policies
Independent opinions on changing the general manager of the company in May 2021 the 27th meeting of the 4th board of directors on the 21st
On July 11, 2021, the 29th meeting of the Fourth Board of directors on nominating Mr. Shu Yunfan as a candidate for non independent director of the Fourth Board of directors agreed to the independent opinion on the proposal to remove Liu Yiyun from the post of director
On August 11, 2021, the independent opinion on the addition of directors was proposed and approved by the shareholders on the temporary addition of directors
On August 11, 2021, the independent opinion on the removal of Hu dunguo as chief financial officer was agreed at the 30th meeting of the Fourth Board of directors on the removal of Wang Dazhong as deputy general manager
On the independent consent of the company to stop treating the sewage of Jiangxi bohaoyuan Chemical Co., Ltd. on October 2021, the fourth session of the board of directors
On June 24, the independent opinion on supplementing and increasing the amount of trade agreed at the 33rd meeting of the expected affiliated transaction between Quzhou quhua Chemical Co., Ltd. and the company
In November 2021, the 35th meeting of the fourth session of the independent board of directors agreed to the opinions of Hitachi on August 8 on the proposal on the supplementary increase of the amount of estimated daily connected transactions in 2021
Independent opinions on nominating non independent directors of the 5th board of directors on December 16, 2021 agreed at the 37th meeting of the 4th board of directors on nominating independent directors of the 5th board of directors
3、 Work done in protecting the rights and interests of investors
(I) investigation of the company's governance structure and operation management
In 2021, I reviewed the major issues considered and decided by the board of directors and the general meeting of shareholders in advance.
I specially or take advantage of the opportunity of attending the board of directors and shareholders' meeting to perform the obligation of on-site due diligence in the company for many times, deeply understand the development and operation of the company, maintain close contact with the company's executives and other directors through talks, telephone and other means, timely know the production and operation, financial status, external guarantee and other conditions of the enterprise, and supervise and verify the performance of directors and executives at the same time. On all proposals submitted to the board of directors of the company
Jiangxi Selon Industrial Co.Ltd(002748) independent director's report for 2021
All matters of the case shall be carefully considered, objectively analyzed and made decisions, express independent opinions on important matters, maintain full independence in work, and serve shareholders prudently, faithfully and diligently.
During the reporting period, I submitted to the 4th board of directors of the company the letter on the proposal of independent directors to convene the meeting of the board of directors of the company, the letter on the verification of relevant matters of the company and the letter on the verification of related party transactions of the company, and asked the company to report to Feng Hanhua, chairman of the 4th board of supervisors, the warning letter on the internal verification of the board of directors Check the matters mentioned in the report on Jiangxi Selon Industrial Co.Ltd(002748) situation of the company and the letter on requesting verification of accounts receivable of the company by independent directors and report to the board of directors of the company; Require the company to provide materials on major related party transactions and submit them to independent directors for verification, and verify the decision-making procedures of related party transactions and the fairness and rationality of transactions; During this period, I also submitted the report on the verification of relevant matters of the company to the regulatory authorities. During the reporting period, I actively and effectively performed my duties and effectively safeguarded the legitimate interests of the company and minority shareholders.
(II) supervision of the company's information disclosure
In 2021, I continued to pay attention to the company's information disclosure, and urged the company to strictly implement and ensure the authenticity, accuracy, timeliness, integrity and fairness of the company's information disclosure in accordance with the Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations and the relevant provisions of the company's information disclosure management system.
(III) put forward effective professional suggestions
Based on my professional experience, I put forward relevant suggestions on the improvement of corporate governance structure, risk prevention and control and production and operation decision-making, actively and effectively performed my duties and effectively safeguarded the legitimate rights and interests of the company and minority shareholders.
4、 Performance of professional committees
As the director of the board of directors and the audit committee of the company, I held four interim meetings of the board of directors and the Audit Committee during the 2021 period, especially in accordance with the relevant rules and regulations of the company, Carefully listened to the report of the company's management on the operation of each stage and the progress of major events, guided and supervised the work of the company's internal audit department, put forward reasonable suggestions, earnestly fulfilled the responsibilities of independent directors and played the role of the audit committee. As a member of the nomination committee of the board of directors of the company, I attended four meetings of the nomination committee of the board of directors in accordance with the articles of association, the implementation rules of the nomination committee of the board of directors and other relevant provisions, carefully considered the work of directors and senior managers in 2021, and actively participated in the general election of the board of directors at relevant meetings during the reporting period
Jiangxi Selon Industrial Co.Ltd(002748) independent director's report for 2021
The qualification of relevant personnel was reviewed, and the responsibilities and obligations of the members of the nomination committee of the board of directors were earnestly fulfilled.
5、 Other matters
In 2021, as an independent director of the company, I did not exercise the following special functions and powers.
(I) propose to convene an extraordinary general meeting of shareholders;
(II) solicit the voting rights of the general meeting of shareholders from the shareholders;
(III) propose to the board of directors to employ or dismiss the accounting firm;
(IV) independently employ external audit institutions and consulting institutions.
6、 Contact information
Name of independent director: Wang Limin
mail box: [email protected].
Due to the general election of the board of directors of the company, since I have served as an independent director for six consecutive years, I will no longer serve as an independent director of the company in 2022. Here, I would like to express my respect and heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the performance of their duties. At the same time, we sincerely hope that the company can explore and innovate, create good results again in the new year, and repay the majority of investors with better performance.
Hereby report, thank you!
Independent director: Wang Limin
April 26, 2022
