Report on the work of independent directors in 2021 (CAI Qixiao)
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, and I attended 12 meetings of the board of directors without entrusting others to attend or failing 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.
During the reporting period, I made comments on the proposal on changing the general manager of the company at the 27th meeting of the Fourth Board of directors and the proposal on removing Liu Yiyun from the post of director at the 29th meeting of the Fourth Board of directors The proposal on nominating Mr. Shu Yunfan as a candidate for non independent director of the Fourth Board of directors and the proposal on removing Hu dunguo as chief financial officer at the 30th meeting of the Fourth Board of Directors voted against; On the proposal of the board of supervisors on requesting the board of directors to convene an extraordinary general meeting of shareholders — on proposing to remove Zeng Daolong from his post of director, and the proposal of the board of supervisors on requesting the board of directors to convene an extraordinary general meeting of shareholders — on proposing to remove Liu Linsheng from his post of director at the 29th meeting of the Fourth Board of directors The proposal on convening the first extraordinary general meeting of shareholders in 2021 and the proposal on the semi annual report and summary of 2021 at the 31st meeting of the Fourth Board of directors abstained; They voted in favor of the motions of other meetings. In a cautious manner, I make independent judgment and vote on the proposals considered by the board of directors.
(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 on-site 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 the accounting firm, the supplement and increase of the amount of daily related party transactions in 2021, and issued independent opinions on relevant matters. The details are as follows:
Time to issue independent opinions type of independent opinions of the board of directors
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
Independent opinion on the proposal to remove Liu Yiyun from the office of director in July 2021 the 29th meeting of the 4th board of directors on the nomination of Mr. Shu Yunfan as a candidate for non independent director of the 4th board of directors objected to the independent opinion
On August 11, 2021, the independent opinion on the addition of directors was raised against the temporary increase of shareholders
The independent opinion on the removal of Hu dunguo from the post of chief financial officer in August 2021 was opposed at the 30th meeting of the 4th board of directors on the removal of Wang Dazhong from the post of deputy general manager
The independent opinion on the occupation of the company’s funds by the controlling shareholders and other related parties in the half year of 2021 can not express the situation in August 2021 was agreed at the 31st meeting of the Fourth Board of directors on the independent opinion on the company’s external guarantee on the 28th
The independent opinion on the election of the chairman agreed to the independent opinion on the removal of Zeng Daolong as general manager in September 2021. The 32nd meeting of the 4th board of directors
Independent opinion on removing Zhang Huilin from the post of secretary of the board of directors
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 supplementary increase of the expected association between Quzhou quhua Chemical Co., Ltd. and the company was agreed at the 33rd meeting
Time to issue independent opinions type of independent opinions of the board of directors
Independent opinion of easy credit limit
In November 2021, the fourth session of the independent board of directors agreed to the proposal on supplementary increase of quota for daily connected transactions in 2021
August 8th Hitachi comments 35th meeting
Independent opinions on nominating non independent directors of the 5th board of directors in December 2021 agreed by the 4th board of directors
On June 16, the independent opinions on the nomination of independent directors of the Fifth Board of directors were agreed at the 37th meeting
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, went to the company for many times to perform the obligation of on-site due diligence, deeply understood the development and operation of the company, maintained close contact with the company’s executives and other directors through talks, telephone and other means, timely learned about the production and operation, financial status, external guarantee and other conditions of the enterprise, and supervised and verified the directors Performance of senior executives.
Carefully consider, objectively analyze and make decisions on all proposals submitted to the board of directors of the company, express independent opinions on important matters, maintain full independence in work, and serve shareholders cautiously, faithfully and diligently.
During the reporting period, I submitted the objection letter on convening the 25th meeting of the board of directors to the Fourth Board of directors of the company. In the attitude of compliance governance and being responsible to minority shareholders, the company was required to hire an independent external organization to review the legitimacy of relevant meeting convening and other procedures; During the reporting period, I also submitted to the board of directors the letter on the proposal of independent directors to convene the meeting of the board of directors of the company and the letter on the verification of related party transactions of the company, requiring the company to report to the board of directors, including the warning letter on the internal verification of the board of directors by Feng Hanhua, chairman of the fourth session of the board of supervisors 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; The company is required to provide materials of 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 sent the notice letter and the notice letter on ensuring the legal and compliant operation of the company to the management of the company, requiring the relevant management personnel of the company to strictly abide by the requirements of the company’s internal system and deal with matters related to related party transactions in a legal and compliant manner; During the reporting period, I issued the notification letter and statement on illegal post setting and illegal employment of Xu Jiannong to the senior management of the company and the heads of relevant departments, requiring the relevant personnel of the company to strictly abide by the provisions of the articles of association and the rules of procedure of the board of directors, resolutely resist illegal acts and maintain the legal and compliant operation of the company.
During the reporting period, I submitted the report on relevant matters of the company and the report on the violation of laws and regulations and damage to shareholders’ rights and interests at the Jiangxi Selon Industrial Co.Ltd(002748) 2020 annual general meeting of shareholders to the regulatory authorities The report on the violation of laws and regulations in the first extraordinary general meeting of shareholders in Jiangxi Selon Industrial Co.Ltd(002748) 2021 and the report on the illegal and illegal entrusted exercise of Jiangxi Selon Industrial Co.Ltd(002748) voting rights by Li zongbiao, the former executive partner of Longqiang investment. 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 chairman of the remuneration and assessment committee of the board of directors of the company, I organized and held a meeting of the remuneration and assessment committee in 2021 in accordance with the articles of association, the implementation rules of the remuneration and assessment committee of the board of directors and other relevant regulations, carefully reviewed the performance of the directors and senior managers of the company, and conducted necessary supervision on the implementation of the remuneration of the company, Earnestly fulfilled the responsibilities and obligations of the remuneration and assessment committee of the board of directors. I have served as the chairman of the nomination committee of the fourth session of the board of directors since October 24, 2021. During the reporting period, I actively organized and convened a meeting 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, reviewed the qualifications of candidates related to the general election of the board of directors, and earnestly fulfilled the responsibilities and obligations of the chairman of the nomination committee of the board of directors.
As a member of the audit committee of the board of directors of the company, I attended four audit committee meetings and two interim meetings of the audit committee of the board of directors in strict accordance with relevant rules and regulations, reviewed and supervised the employment of external audit institutions, large accounts receivable, the company’s production and operation, especially related transactions, and reviewed the financial report and notes of the company during the reporting period, Carefully listen to the management’s opinions on the operation and major events of each stage
