Performance report of independent directors in 2021
Dear directors
As an independent director of Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. (hereinafter referred to as “the company”), we strictly comply with the company law, securities law, guidelines for the governance of listed companies, guidance on the establishment of independent director system in listed companies, and several provisions on strengthening the protection of the rights and interests of public shareholders In accordance with the requirements of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the articles of association, and based on the principles of objectivity, impartiality and independence, he was diligent and conscientious, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major matters of the company, and gave full play to the role of independent directors, It has better protected the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. Now we report on the performance of duties in 2021. The specific performance of duties is as follows:
1、 Basic information of independent directors of the company in 2021
(I) basic information of independent directors
1. Independent directors and changes
The board of directors of the company consists of 9 directors, including 3 independent directors. The number of independent directors accounts for one third of the number of the board of directors, which meets the requirements of relevant laws and regulations and the company’s system.
2. Appointment of independent directors to special committees of the board of directors in 2021
(1) Members of the Audit Committee: Yao Lushi, you Xiao
(2) Members of salary and assessment committee: Yao Lushi, you Xiao
(3) Member of Strategic Development Committee: Kang Xiaobin (now retired)
(4) Members of the nomination committee: you Xiao and Kang Xiaobin (now retired)
(II) personal work experience and professional background
Yao Lushi, male, born in 1962, Chinese nationality, without permanent residency abroad. Graduated from Hefei University of technology, majoring in management, with a doctor’s degree. Professor, Department of accounting, School of management, Hefei University of technology; At present, he is also an independent director of Anhui Xin’an Bank Co., Ltd. Zhongyin Babi Food Co.Ltd(605338) , Tongling Nonferrous Metals Group Co.Ltd(000630) ; He also serves as the Secretary General of the branch of Higher Engineering Colleges of China Accounting Society and the vice president of Anhui Association of chief accountants. He has been an independent director of the company since April 2019.
Kang Xiaobin, male, born in 1986, Chinese nationality, without permanent residency abroad. Graduated from Tianjin University of commerce with a master’s degree in fermentation engineering. He is currently working in Inner Mongolia Mengniu Dairy (Group) Co., Ltd
Senior engineer of Beijing Science and technology branch. From April 2019 to January 26, 2022, he has served as an independent director of the company and has now resigned.
You Xiao, female, born in 1981, Chinese nationality, without permanent residency abroad. Graduated from Wuhan University, majoring in law, bachelor degree. He is now a partner of Beijing Zhonglun (Shenzhen) law firm. He has been an independent director of the company since October 2020.
（3） Is there a description of the situation affecting independence
As an independent director of the company, we promise that neither I nor my immediate family members nor major social relations personnel will work in the company or its subsidiaries, directly or indirectly hold 1.00% or more of the issued shares of the company, are not the top ten shareholders of the company, and will not work in shareholder units that directly or indirectly hold 5.00% or more of the issued shares of the company Not serving in the top five shareholder units of the company. No financial, legal, management consulting, technical consulting and other services are provided for the company or its subsidiaries, no additional and undisclosed interests are obtained from the company and its major shareholders or interested institutions and personnel, and there is no situation affecting its independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors
In 2021, the independent directors of the company performed their duties conscientiously and diligently according to the working system of independent directors, actively participated in the meetings of the board of directors and carefully considered various proposals. Fully communicate with the company’s management on the company’s production and operation, financial management, related party transactions, major guarantees and foreign investment, and express independent opinions on major matters of the company according to their own professional knowledge and ability. Maintain full independence in work and earnestly safeguard the interests of the company and shareholders. All independent directors take advantage of the opportunity to attend the board of directors, shareholders’ meeting and other times to fully communicate with the company’s management to understand the company’s production and operation, communicate the audit work with the annual audit certified public accountant during the preparation of the company’s annual report, and urge the completion of the audit report on time.
Number of attendance at the board of directors in person and number of attendance by proxy in this year
Name absence times (Times) times (Times) (Times) (Times)
Yao Lushi 12 0
Kang Xiaobin 12 0
You Xiao 12 0
(II) attendance at the general meeting of shareholders
In 2021, the company held five general meetings of shareholders. We attended relevant meetings and deliberated important matters of the company in strict accordance with the requirements of relevant laws and regulations.
Name: number of attendance in person, number of entrusted attendance and number of absences at the shareholders’ meeting this year
Number of meetings (Times) (Times) (Times)
Yao Lushi 5500
Kang Xiaobin 5 500
You Xiao 5 500
(III) participation in special committees
In 2021, all independent directors conscientiously performed their duties and actively participated in the meetings of the audit committee, the nomination committee, the remuneration and assessment committee and the Strategic Development Committee for a total of 8 times, including 1 time for the remuneration and assessment committee, 5 times for the audit committee and 2 times for the nomination Committee. There was no absence without reason. It has played an important role in deliberating and making decisions on major issues related to the board of directors, and effectively improved the decision-making efficiency of the board of directors of the company. We believe that the convening and holding of each special committee meeting comply with legal procedures, the decision-making of relevant matters has fulfilled the necessary approval procedures and disclosure obligations, and comply with the relevant provisions of laws, regulations and the articles of association.
3、 Key issues of annual performance
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in relevant laws, regulations and company rules and regulations, and actively made suggestions to the board of directors and professional committees, which played a positive role in enhancing the standardization of the operation of the board of directors and the effectiveness of decisions. The details are as follows:
(I) related party transactions
In strict accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies and the requirements of the company’s related party transaction management system, we have paid attention to the implementation of related party transactions of the company in 2021, especially its necessity, objectivity, whether the pricing is fair and reasonable, whether it damages the interests of the company and shareholders Review whether the procedures comply with the regulatory provisions and the articles of association, and consider that the company’s related party transactions are carried out in accordance with the principle of “voluntary, fair, equivalent and paid”, the terms determined by the relevant transactions are fair and reasonable, and the price of related party transactions is negotiated with reference to the market pricing, which is a fair and reasonable pricing method, which is conducive to the production and operation of the company, Comply with the provisions of laws, regulations, the articles of association and other relevant rules and systems, and there is no situation that damages the interests of the company and other non related party shareholders.
(II) external guarantee and fund occupation
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, we reviewed the company’s capital occupation and external guarantees in 2021. During the reporting period, there was no direct or indirect occupation of the company’s funds by controlling shareholders and other related parties, and there were no illegal guarantees and overdue guarantees.
(III) nomination of directors, senior management and remuneration
We have paid attention to the nomination of directors and senior managers of the company in 2021. The qualifications, nomination and election procedures of the nominated candidates for directors meet the requirements of the company law and the articles of association. We have paid attention to the remuneration of directors and senior managers of the company in 2021. The remuneration received by directors of the company in 2021 complies with the relevant provisions of the articles of association.
(IV) performance forecast and performance express
In 2021, the company issued a performance forecast once. On July 15, 2021, the company issued a semi annual performance forecast announcement for 2021. We carefully reviewed the relevant performance reports and focused on the authenticity, accuracy and integrity of the reports to ensure that there are no false records, misleading statements or major omissions.
(V) appointment or replacement of accounting firms
In 2021, the company did not change its accounting firm. We believe that PwC Zhongtian Certified Public Accountants (special general partnership), the auditor appointed by the company for many years, has strictly followed the national audit standards and fairly expressed audit opinions in providing audit services for the company, and has always maintained both formal and substantive independence, The company abides by the basic principles of professional ethics, better performs the responsibilities and obligations agreed by both parties, and the audit report issued for the company can objectively and fairly reflect the company’s financial situation and operating results.
(VI) performance of commitments of the company and shareholders
We paid attention to the performance of the commitments of the company and shareholders in 2021. There was no violation of the commitments of the company and shareholders in 2021.
(VII) implementation of information disclosure
In 2021, the company performed the obligation of information disclosure in strict accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the measures for the administration of information disclosure of listed companies. The contents of the announcement were true, accurate and complete without any false records, misleading statements or major omissions, so as to ensure the timeliness and fairness of information disclosure, Effectively safeguard the legitimate rights and interests of the company’s shareholders.
(VIII) implementation of internal control
In strict accordance with the relevant provisions of laws and regulations such as the guidelines on internal control of listed companies on Shanghai Stock Exchange and the basic norms of enterprise internal control, the company actively promoted the construction of enterprise internal control standard system, established a relatively complete internal control system, and ensured the shareholders’ meeting, the board of directors The standardized operation of the board of supervisors and other institutions and the effectiveness of the internal control system can reasonably ensure the authenticity, legitimacy and integrity of the company’s financial and accounting materials; Be able to disclose information truthfully, accurately, completely and timely; Safeguarding the interests of investors and companies.
(IX) operation of the board of directors and its subordinate special committees
The board of directors of the company has four special committees: nomination committee, strategy committee, audit committee and remuneration and assessment committee. In 2021, the board of directors and its subordinate special committees held working meetings of the board of directors and all special committees in accordance with the law, and the whole board of directors The special committees and the senior managers of the company can abide by the principle of loyalty and diligence to the company, make full use of their professional experience and give full play to the important role of the special committees in the corporate governance structure in accordance with the relevant requirements of the CSRC and the Shanghai Stock Exchange.
4、 Overall evaluation and recommendations
In 2021, with the attitude of being responsible to all shareholders of the company, we conscientiously performed the duties and obligations conferred by laws and regulations and the articles of association, took the initiative to understand the operation and legal operation of the company, participated in the meetings of the board of directors, the general meeting of shareholders and the special committee of the board of directors on time, carefully checked the relevant major matters of the company and expressed independent opinions, It has protected the legitimate rights and interests of the majority of shareholders, especially small and medium-sized shareholders, and earnestly performed the duties of independent directors.
In 2022, in the spirit of seriousness, diligence and prudence, we will continue to perform the obligations of independent directors in accordance with laws, regulations, the articles of association and other relevant provisions and requirements, give full play to the role of independent directors, ensure the objective, fair and independent operation of the board of directors, and use our professional knowledge and rich experience to provide more constructive opinions for the company, Effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially the majority of minority shareholders.
Eastroc Beverage (Group) Co.Ltd(605499) (Group) Co., Ltd. independent directors: Yao Lushi, you Xiao, Kang Xiaobin February 25, 2022
