Rainbow Digital Commercial Co.Ltd(002419)
2021 annual report of independent directors
(Fu Xilin)
In accordance with the provisions and requirements of the company law, the rules for independent directors of listed companies, the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, the stock listing rules of Shenzhen Stock Exchange, the Rainbow Digital Commercial Co.Ltd(002419) articles of association, the Rainbow Digital Commercial Co.Ltd(002419) independent director working system and other relevant laws, regulations and rules, As an independent director of the 5th board of directors of Rainbow Digital Commercial Co.Ltd(002419) (hereinafter referred to as “the company”), I faithfully performed the duties of an independent director, actively attended relevant meetings of the company, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, and safeguarded the interests of the company and all shareholders. I hereby report my performance of duties in 2021 as follows: I. attendance at the board of directors and general meeting of shareholders
The board of directors held 16 meetings in 2021, and I attended the following meetings:
The directors who should attend the meeting this year personally attended the voting entrusted by the directors (anti voting)
Number of meetings, number of events, number of events, number of pairs)
16 16 16 0 0
In 2021, the company held five general meetings, namely the 2020 annual general meeting and the first to fourth extraordinary general meetings in 2021. My attendance at the meeting is as follows:
Number of shareholders’ meetings held this year number of shareholders’ meetings that should be attended this year actual attendance
5 5 1
2、 During my tenure in 2021, I did not raise any objection to the proposals and other matters of the board of directors. 3、 Independent opinions
(I) during my term of office in 2021, I have been scrupulous, diligent and conscientious, gave full play to the role of independent directors, actively attended relevant meetings, carefully considered various proposals through inquiry, investigation and document reading, objectively expressed my views and views, and made independent and impartial judgments with my professional knowledge, Effectively safeguard the interests of the company and shareholders, especially minority shareholders.
(II) during the term of office in 2021, I approved the relevant matters in advance according to the requirements of laws and regulations, and made the following independent opinions:
1. On January 14, 2021, at the 22nd Meeting of the Fifth Board of directors of the company, I made an independent opinion on the repurchase of the company’s shares.
2. On February 4, 2021, at the 23rd Meeting of the 5th board of directors of the company, I gave my independent opinion on the nomination of non independent director candidates by the company.
3. On March 10, 2021, at the 25th meeting of the 5th board of directors of the company, I published the company’s funds occupied by controlling shareholders and other related parties, the company’s external guarantee, the company’s daily connected transaction forecast in 2021, the continuous risk assessment report of connected deposits of AVIC Finance Co., Ltd., the company’s profit distribution plan in 2020 Independent opinions on the company’s 2020 internal control self-evaluation report, the company’s chairman’s 2020 salary and the company’s senior executives’ 2020 salary.
4. On April 13, 2021, at the 26th meeting of the 5th board of directors of the company, I gave an independent opinion on the change of accounting policies.
5. On June 8, 2021, I issued independent opinions on the resignation of directors and general manager.
6. On June 15, 2021, at the 27th meeting of the Fifth Board of directors of the company, I issued independent opinions on the company’s change of accounting firm, the company’s increase of its own idle funds to purchase cash management products, and the signing of financial service agreement between the company and AVIC Finance Co., Ltd.
7. On June 28, 2021, at the 28th meeting of the Fifth Board of directors of the company, I gave my independent opinions on nominating candidates for non independent directors and appointing the general manager of the company.
8. On July 14, 2021, at the 29th meeting of the Fifth Board of directors of the company, I issued an independent opinion on changing the connection treatment method of the new leasing standards.
9. On August 16, 2021, at the 30th meeting of the Fifth Board of directors of the company, I issued my independent opinions on the occupation of the company’s funds by the controlling shareholders and other related parties, the external guarantee of the company, and the continuous risk assessment report of deposits related to AVIC Finance Co., Ltd.
10. On November 8, 2021, at the 34th meeting of the Fifth Board of directors of the company, I issued an independent opinion on the transfer of 100% equity of Tianhong Weiwo convenience store (Shenzhen) Co., Ltd., a wholly-owned subsidiary. 4、 Performance of special committees of the board of directors
As the chairman of the nomination committee, the chairman of the remuneration and assessment committee and the member of the audit committee of the Fifth Board of directors, I actively organized and participated in the meeting. The performance of my duties in 2021 is as follows:
1. Nomination Committee of the board of directors
In 2021, as the convener of the nomination committee of the Fifth Board of directors, I organized and held two meetings. I considered the nomination of non independent directors and the appointment of senior managers of the company in accordance with the regulations.
2. Remuneration and assessment committee of the board of directors
In 2021, as the convener of the remuneration and assessment committee of the Fifth Board of directors, I organized and held two meetings. I reviewed the remuneration of the chairman and senior managers in 2020 according to regulations.
3. Audit Committee of the board of directors
In 2021, during my tenure, the audit committee of the board of directors of the company held 11 meetings. I reviewed the company’s periodic reports, quarterly internal audit reports submitted by the internal audit department, annual audit plan and summary, internal control self-evaluation report, annual audit report, annual audit work summary of accounting firm Renew the appointment of external audit and internal control audit institutions, change of accounting policies, revision of financial management system and other matters, understand the company’s financial status and operation in detail, strictly review the construction and implementation of the company’s internal control system, and implement effective guidance and supervision on the company’s financial status and operation. 5、 On site office and field investigation
In 2021, I actively performed the duties of independent directors through talks, communication, reading materials and other means, required relevant departments of the company to provide detailed decision-making basis for major issues to be discussed by the board of directors, and carefully read and studied the proposal materials of each board of directors and professional committee of the board of directors. And conducted on-site visits and Research on the company to deeply understand the operation and management of the company and the progress of major matters. I also kept in close contact with the directors and senior managers of the company by telephone and e-mail, always paid attention to the relevant reports of the company by the external media and the Internet, timely learned the progress of major matters of the company, mastered the business dynamics of the company, and effectively performed the duties of independent directors.
6、 Other work done to protect the legitimate rights and interests of minority shareholders
(I) prior audit
As an independent director of the company, I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the working system of independent directors of the company, attend the board of directors of the company on time, carefully review the information introduced and materials provided by the company in advance for each proposal to be considered by the board of directors, and objectively express my opinions and views, And use their professional knowledge to make independent and impartial judgments. When expressing independent opinions, it shall not be affected by the company and major shareholders, and effectively protect the interests of minority shareholders.
(II) performance of the company’s information disclosure
The company can regulate information disclosure in accordance with the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, promote the standardized operation of the company according to law, safeguard the legitimate rights and interests of the company’s shareholders and their stakeholders, and ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information.
(III) internal control of the company
The company has established a relatively perfect internal control system and can be effectively implemented. The company’s internal control mechanism is basically complete, reasonable and effective. I continue to pay attention to the continuous improvement and implementation of relevant internal control systems, and put forward corresponding suggestions according to my professional experience, give full play to the supervisory role of independent directors, supervise and promote the company to continuously improve the corporate governance structure, establish and improve the company’s internal control system, and improve the company’s standardized operation level.
(IV) strengthen learning
I have obtained the qualification certificate of independent director, mastered the latest relevant laws and regulations and various rules and regulations of China Securities Regulatory Commission, Shenzhen Securities Regulatory Bureau and Shenzhen Stock Exchange, and actively participated in various trainings. By participating in training and learning, we will continuously improve our ability to perform our duties and work level, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and effectively strengthen the ability to protect the rights and interests of the company and investors. 7、 Other work
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
In the process of performing the duties of independent directors, the board of directors, management and relevant personnel of the company have given active and effective cooperation and support. I hereby express my heartfelt thanks!
Independent director: Fu Xilin March 10, 2002
