Hengdian Entertainment Co.Ltd(603103)
Report on the work of independent directors in 2021
(Yao Minglong)
I was officially employed as an independent director of the third board of directors of Hengdian Entertainment Co.Ltd(603103) (hereinafter referred to as “the company”) on June 29, 2021. During my term of office, I strictly followed the provisions of the company law, the securities law, the rules for independent directors of listed companies, the rules for listing of shares of Shanghai Stock Exchange and other relevant laws, regulations, rules and regulations, as well as the articles of association In accordance with the requirements of the working system of independent directors of the company, be diligent and conscientious, exercise the rights of independent directors prudently, actively understand the operation and development of the company, actively attend the board of directors and shareholders’ meetings, participate in major decisions of the company, give full play to their professional advantages and express independent and objective opinions on major matters considered by the board of directors of the company, Earnestly safeguarded the interests of the company and the legitimate rights and interests of all shareholders, and fulfilled the duties and obligations of integrity and diligence.
I hereby report my work report during my term of office in 2021 as follows:
1、 Basic information
Mr. Yao Minglong, born in 1963, Chinese nationality, without overseas residency, doctor of financial management, associate professor. The current independent director of the company; At the same time, he is an associate professor of the accounting department of the school of management of Zhejiang University and an Cig Shanghai Co.Ltd(603083) independent director. He once served as an independent director and Apeloa Pharmaceutical Co.Ltd(000739) independent director of the company.
Tenure of the special committee during the term of office: Chairman of the nomination committee, member of the strategy committee and member of the remuneration and assessment committee.
2、 Attendance at meetings
During the term of office, the company held three board meetings. With a diligent attitude, I participated in all the board of directors and shareholders’ meetings held by the company during my term of office, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors. During the term of office, the convening of the board of directors of the company met the legal requirements, and the relevant examination and approval procedures were performed for major matters. I voted in favour of all proposals on the board of directors, without negative vote or abstention.
During the term of office, the nomination committee of the board of directors of the company held one meeting, and I convened and presided over the above meeting.
3、 Independent opinions
During my term of office, I earnestly, diligently and conscientiously performed my duties in strict accordance with the requirements of the working system of independent directors, and attended the board of directors and shareholders’ meeting of the company. According to the requirements of relevant regulations, after understanding the situation and consulting relevant documents, he expressed independent opinions. It mainly includes:
(I) general election and appointment of senior managers
During the reporting period, the company conducted the general election of the board of directors and the appointment of senior managers. It is verified that the qualifications of non independent directors and independent director candidates are legal, and their educational background, professional knowledge, work experience and work ability are competent for the responsibilities of directors of the company; There are no circumstances stipulated in the company law and the articles of association that they are not allowed to serve as directors of the company, and there are no circumstances that they are determined to be prohibited from entering the market by the CSRC and have not been lifted, and they have not received any punishment and punishment from the CSRC and the stock exchange. The nomination and voting procedures of the board of directors for the candidates of non independent directors and independent directors of the third board of directors comply with the provisions of the company law and the articles of association. I agree to the nomination of non independent director candidates and independent director candidates and submit them to the general meeting of shareholders of the company for deliberation.
After reviewing the resumes of the chairman elected at the first meeting of the third board of directors and the appointment of senior managers, it is not found that these personnel are not allowed to serve as directors and senior managers of the company as stipulated in the company law. Its nomination and voting procedures comply with relevant laws, administrative regulations and relevant provisions of the CSRC, Shanghai Stock Exchange and the articles of association. I agree with the above election and appointment.
(II) implementation of internal control
During the reporting period, the company established and improved its internal control system in accordance with regulatory policies and combined with its own business needs. The corporate governance structure was perfect and effective, and the internal control organization was set up reasonably. The company’s internal control system has covered all business processes of the company, and the internal control is generally effective.
(III) operation of special committees under the board of directors
During the term of office, the strategy, audit, nomination, remuneration and assessment committees under the board of directors can faithfully perform their duties with a serious and responsible attitude of diligence and integrity according to the actual situation of the company and their respective working systems. (IV) performance of commitments of the company and shareholders
During the term of office, the company’s disclosure of relevant commitments is true and sufficient, and there is no situation that should be disclosed but not disclosed. At the same time, the company can actively urge all parties to ensure that all relevant commitments are fulfilled in a timely and effective manner.
(V) implementation of information disclosure
I have paid continuous attention to and supervised the information disclosure of the company during my term of office. The company’s information disclosure system is sound and can be implemented in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange. The information disclosure is true, accurate, timely and complete without any false records, misleading statements or major omissions.
4、 On site investigation of the company
During my term of office, I made many on-site visits to the company to understand the operation and financial situation of the company. Keep close contact with other directors, senior managers and relevant staff of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to the media and network reports of the company, timely learn the progress of major matters of the company and master the operation dynamics of the company.
5、 Work done to protect the rights and interests of investors
1. The company can do a good job of disclosure in strict accordance with the relevant provisions of laws and regulations such as the stock listing rules of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies and the guidelines for the information disclosure system of listed companies of Shanghai Stock Exchange, so as to ensure that the information disclosure of the company in 2021 is true, accurate, timely and complete Safeguarding the interests of the company and investors.
2. Investigation on corporate governance structure and operation management. I communicate with relevant personnel of the company, deeply understand the improvement and implementation of the company’s operation management, internal control and other systems, the implementation of resolutions of the board of directors, financial management and other related matters, pay attention to the company’s daily operation and governance, timely understand the company’s daily operation status and possible business risks, and consult the information and materials required for making decisions, And fully express their opinions at the meeting of the board of directors; For each proposal considered by the board of directors, first carefully review the proposal materials and relevant introductions, and exercise the voting right independently, objectively and prudently on the basis of full understanding.
6、 Overall evaluation
During the term of office in 2021, as an independent director of the company, I faithfully performed my duties and objectively and fairly guaranteed the legitimate rights and interests of all shareholders of the company, who are expected to be minority shareholders; At the same time, my work has also received the active support and cooperation of the company’s board of directors, senior managers and relevant personnel. During the period of independent directors and the articles of association, I will faithfully perform my duties and duties in accordance with the independent director’s opinions, the independent director’s system and the articles of association, and earnestly participate in the company’s major matters such as the independent director’s system and the articles of association, Give full play to the role of independent directors and safeguard the overall interests of the company and the legitimate rights and interests of shareholders, especially minority shareholders.
