2021 annual report of independent directors
As independent directors of Sunny Loan Top Co.Ltd(600830) (hereinafter referred to as the company), we faithfully, diligently, independently and prudently perform the duties of independent directors in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the governance standards of listed companies and other laws and regulations, as well as the working system of independent directors and other relevant governance rules, We gave full play to the role of independent directors and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) resume of current independent directors
There are three independent directors in the 10th board of directors of the company. In 2021, the independent directors were adjusted from Ms. Yin Liping, Ms. Wang zexia and Mr. He Bin to Mr. He Bin, Mr. Wang Zhenzhou and Mr. Hu Renyu. Mr. Wang Zhenzhou was added as an independent director of the 10th board of directors of the company through voting at the 2020 annual general meeting of shareholders of the company on May 14, 2021; On September 30, 2021, Mr. Hu Renyu was added as an independent director of the 10th board of directors of the company by voting at the second extraordinary general meeting of shareholders in 2021.
Mr. He Bin, born in July 1979, is a graduate student. During his practice, he served as a legal adviser to many units. He is now a senior partner of Beijing Jincheng Tongda law firm, deputy director of the real estate professional committee of Hangzhou Lawyers Association, member of the financial professional committee of Hangzhou Lawyers Association, member of the medical and health professional committee of Hangzhou Lawyers Association, and arbitrator of Beihai international arbitration court.
Mr. Wang Zhenzhou: born in March 1971, bachelor degree, certified public accountant, certified asset appraiser and tax agent. He is currently the general manager of Ningbo Zhengyuan certified public accountants Co., Ltd. and Ningbo Zhengyuan Engineering Cost Consulting Co., Ltd., the supervisor of Ningbo Zhengyuan Enterprise Management Consulting Co., Ltd., the director of Ningbo Zhengyuan tax agent Co., Ltd. and the independent director of Beifa Group Co., Ltd.
Mr. Hu Renyu, born in November 1964, is a member of the Democratic League of China and a doctor of management. He is currently a professor of accounting in the Business School of East China University of technology, director of the accounting informatization Committee of Shanghai Accounting Society and deputy director of the accounting informatization Committee of China Accounting Society. He also serves as independent directors of Shanghai Sunglow Packaging Technology Co.Ltd(603499) , Shanghai Belling Corp.Ltd(600171) , Will Semiconductor Co.Ltd.Shanghai(603501) three listed companies.
We have corresponding professional abilities, qualifications for independent directors and are competent for the work of independent directors. During the reporting period, they actively participated in the follow-up training of independent directors held by the securities regulatory authorities, carefully studied the new regulations, continuously enhanced their awareness of legal compliance, and continuously improved their professional ability and performance level.
(II) description of independence
As an independent director of the company, he performs his duties independently and impartially, does not hold any position other than an independent director in the company, and is not affected by the controlling shareholder, actual controller and other units or individuals having an interest in the company, nor is there any other situation affecting independent and objective judgment.
2、 Annual performance of independent directors
(I) attendance at the board of directors, special committees and general meetings of shareholders
There are three special committees under the board of directors of the company, and independent directors serve in each special committee to give full play to their professional functions. Mr. He Bin served as the convener of the remuneration and assessment committee of the board of directors. Mr. Wang Zhenzhou serves as the convener of the budget and Audit Committee of the board of directors and a member of the strategy and Investment Committee. Mr. Hu Renyu is a member of the budget and audit committee and the remuneration and assessment committee of the board of directors.
The participation of independent directors in the board of directors, committees and general meetings of shareholders is as follows:
In this year, Yitong should personally entrust the examiner to attend the salary calculation and review, and the independent directors to attend the board meeting, the number of meetings, the number of general meetings and the number of audit committees Member meeting
frequency
He Bin 8 8 5 0 3 4 2/
Wang Zhenzhou 6 6 5 0 1 2 / 1
Hu Renyu 2 2 0 0 0/
Note: "/" means that you are not a member of the Committee and do not need to attend the meeting.
(II) deliberation and voting at the meeting
As an independent director of the company, we actively participated in the meetings of the board of directors and special committee, the general meeting of shareholders and other communication meetings held by the company. Except that we were unable to attend the general meeting of shareholders in full time due to work reasons, we attended the corresponding meetings in person. Before holding relevant meetings, carefully review the meeting materials provided by the company, actively ask and obtain relevant information and information required for decision-making, make prudent and objective judgment on the basis of in-depth understanding of the matters under consideration, actively participate in decision-making discussion and put forward reasonable suggestions and opinions, and always express independent opinions independently, objectively and impartially with a rigorous attitude, Exercise voting rights.
During the reporting period, we voted in favor of the relevant proposals considered at the meetings of the board of directors and special committees
(III) on site investigation and the company's cooperation with independent directors
During the reporting period, pay close attention to the company's operation and management and financial situation, understand the formulation and implementation of the company's new five-year strategic plan, fully understand the company's operation by attending the meeting in person, listening to the report, on-site visit and research, telephone or e-mail, and grasp the company's business dynamics, the construction and implementation of internal control, the implementation of resolutions of the board of directors At the same time, further urge the company's management to actively act, strive to achieve the operation and management objectives, improve the level of internal control management, and promote the sustainable and healthy development of the company. The company has provided sufficient support for us to perform our duties. The company's senior executives and relevant departments actively cooperate with the inquiry and material review of relevant matters to ensure that we enjoy the same right to know as other directors.
(IV) preparation and disclosure of annual report
Arrange and effectively communicate with the company's financial audit department on the preparation of annual audit plan, internal audit report and possible risks, and actively communicate with the company's internal audit department on the preparation of annual audit plan and internal audit report.
At the same time, carefully listen to the report of the company's management on the annual operation and the progress of major events, obtain all the information required for the decision-making of the annual report and fully review it, ensure that the audit report comprehensively and truly reflects the company's operation, and effectively safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Key issues of annual performance
During the reporting period, we focused on the legality and compliance of the relevant decision-making, implementation and disclosure process of the following matters, made independent and clear judgments and expressed independent opinions, as follows:
(I) related party transactions
During the reporting period, the daily related party transactions and capital increase of Xiangyi leasing submitted by the company to the board of directors for consideration met the actual needs of the company's operation and development. The pricing of related party transactions was fair and reasonable, fully followed the open, fair and just market-oriented principles, and the voting procedures were legal and effective, without damaging the interests of listed companies, non related shareholders and other small and medium-sized shareholders, It will not affect the independence of the company.
(II) external guarantee and fund occupation
We believe that it is necessary for us to understand the daily operating conditions of the subsidiaries and guarantee the actual operating conditions of the subsidiaries during the holding period, The decision-making procedures for considering external guarantees comply with the provisions of relevant laws and regulations and the articles of association. During the reporting period, the company did not find any illegal external guarantee, nor did it find any illegal occupation of funds by the controlling shareholders, actual controllers and their related parties.
(III) nomination of directors, appointment of senior executives and remuneration of senior executives
During the reporting period, the company adjusted some directors and newly appointed deputy general managers. We believe that the nomination, appointment methods and procedures of directors and senior managers of the company comply with the relevant provisions of laws and regulations and the articles of association, which are legal and effective. Candidates for directors and senior managers have the qualifications, operation and management experience and professional ability to hold the positions they are employed, and there is no prohibition of employment or market entry by relevant laws and regulations.
During the reporting period, the company revised the salary assessment method of the management. We believe that the newly revised assessment method is calculated according to the historical data, combined with the actual operation of the company and the salary level of the same industry and region, optimized and improved the relevant assessment indicators, the scheme is reasonable, and the deliberation and voting procedures comply with the provisions of laws, regulations and the articles of association.
(IV) performance forecast and performance express
During the reporting period, according to the relevant provisions of information disclosure, the company issued the 2020 annual performance loss forecast announcement, 2020 annual performance express and 2021 semi annual performance profit forecast announcement. We pay close attention to the accuracy of performance forecast and the company's follow-up efficiency measures.
(V) appointment of accounting firms
During the reporting period, the company continued to employ Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2021. We believe that Lixin Certified Public Accountants (special general partnership) has the qualification for securities and futures related business, has the experience and ability to provide audit services for listed companies, and the audit work strictly follows the independent, objective and fair practice standards, We have earnestly fulfilled the audit obligations of the accounting firm, and the appointment procedures of the annual audit institution comply with the relevant national laws and regulations and the articles of association, without harming the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
(VI) profit distribution
During the reporting period, due to the company's operating losses in 2020, the company did not meet the conditions for dividend, and the company did not carry out cash dividend. We believe that the scheme is in line with the provisions of relevant laws and regulations and the articles of association on the company's profit distribution principle and cash dividend conditions, as well as the actual situation that the company's strategic transformation development needs financial support, which is conducive to the long-term development of the company. The deliberation procedure of the board of directors is legal and compliant, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders.
(VII) implementation of information disclosure
During the reporting period, the company issued 4 regular reports and 69 temporary announcements. We continue to pay attention to the company's information disclosure and urge the company to implement it in strict accordance with the provisions of the regulatory authority and the company's information disclosure management system. We believe that the company's information disclosure code of conduct ensures the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information, and effectively protects the legitimate rights and interests of all shareholders of the company.
(VIII) implementation of internal control
During the reporting period, the company further supplemented and improved relevant systems, including revising the company's insider information management system, the company's information disclosure management system, the company's investor relations management system, the company's general manager's working rules, and formulating the company's chairman's working rules. As independent directors, we supervise the company to strengthen and sort out the governance, management and business systems, urge the company to revise the inapplicable rules in time, and guide the internal audit department to supervise and verify the effective implementation and self-evaluation of the company's internal control. At present, the company has maintained effective internal control in key links such as management, major investment and information disclosure, and the operation of internal control is generally good.
(IX) work of special committees of the board of directors
During the reporting period, the budget and Audit Committee of the board of directors held 6 meetings, the remuneration and assessment committee held 2 meetings, and the strategy and Investment Committee held 2 meetings. Each committee earnestly carries out its work according to its responsibilities and authorities, gives full play to its professional functions, earnestly performs its duties, and actively provides professional suggestions or opinions for the decision-making of major matters, corporate governance and standardized operation of the company, so as to help the sustainable and healthy development of the company. 4、 Overall evaluation and recommendations
In 2021, we always adhered to the attitude of being responsible to all shareholders, especially small and medium-sized shareholders, performed the duties of independent directors independently, honestly, objectively and fairly in strict accordance with the requirements of laws and regulations, strengthened good communication with other members of the board of directors, the board of supervisors and the management, and played a positive role in promoting the scientificity and objectivity of the decision-making of the board of directors.
In 2022, in the spirit of diligence, loyalty, independence and prudence, we will continue to improve our self performance level, strengthen the work responsibilities of independent directors, give full play to the role of independent directors, and effectively safeguard the rights and interests of the company and all shareholders, especially minority shareholders!
It is hereby reported.
Independent director: He Bin, Wang Zhenzhou, Hu Renyu March 9, 2022
