Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
Report on the work of independent directors in 2021 (Fu Yan)
On June 28, 2021, I was elected as an independent director of the 10th board of directors of the company by the second extraordinary general meeting of shareholders of Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (hereinafter referred to as “the company”) in 2021. Since becoming an independent director of the company, I have attended relevant meetings, carefully considered various proposals of the board of directors and expressed independent opinions on major matters of the company in strict accordance with the provisions of the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors, Exercise the rights of independent directors according to law, perform the duties of independent directors and members of special committees of the board of directors, and earnestly safeguard the interests of the company and all shareholders. I hereby report my performance since I took office in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting as nonvoting delegates
Since I took office in 2021, the board of directors of the company has held four meetings. I have attended four meetings by means of communication without absence. I pay attention to the operation of the company, maintain full communication and communication with the management of the company, take the initiative to obtain the relevant information required for making decisions before the board meeting, actively participate in the discussion and put forward reasonable suggestions at the meeting, continue to pay attention to the implementation of the proposal after the meeting, and give full play to the positive role of independent directors. I have voted in favour of all the proposals of all the meetings of the board of directors during the reporting period, without objection, abstention or withdrawal, and have not raised any objection to all proposals and related matters.
In 2021, since I took office, the company has held one general meeting of shareholders. I attended one general meeting of shareholders as a nonvoting delegate and listened carefully to the opinions and suggestions of participating shareholders.
2、 Independent opinions
Since I became an independent director in 2021, I have carefully reviewed the relevant meeting materials in advance before the company made various major decisions, made independent, objective and professional judgments with professional knowledge, and exercised voting rights carefully. During the reporting period, I expressed independent opinions on the company’s appointment of senior managers, related party transactions and external guarantees, and performed special functions and powers as required to recognize related party transactions in advance. The details are as follows:
Disclosure time: independent opinions of the meeting session (including prior approval)
On June 29, 2021, the first independent opinion of the 10th board of directors on the appointment of relevant senior managers
Provisional meeting
Independent opinions on using idle self owned funds for investment and financial management;
Interim meeting on August 4, 2021 2. Prior approval and independent opinions on related party transactions of selling commercial houses to related natural persons.
On August 30, 2021, the first meeting of the 10th board of directors made a special statement and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantees
The third session of the 10th board of directors 1. The independent intention of increasing the guarantee method for the company’s guarantee amount to its subsidiaries. See you at the extraordinary meeting on October 29, 2021;
2. Independent opinions on increasing the amount of idle self owned funds for investment and financial management.
3、 Work in the special committee of the board of directors
I was elected as the remuneration of the board of directors at the first extraordinary meeting of the 10th board of directors on June 29, 2021
And members of the assessment committee. Since taking office, I have strictly followed relevant laws, regulations and the company’s salary and examination
Actively participate in the daily work of the remuneration and assessment committee and earnestly implement the provisions of the implementation rules of the nuclear Commission
Relevant responsibilities.
4、 Site inspection and suggestions to the company
During the reporting period, since taking office, I have made full use of my professional advantages to fully understand the industry dynamics and always pay attention to the outside world
The impact of environmental and market changes on the company, pay attention to the relevant reports of the media and the Internet on the company, and pay great attention to the company
Major events and progress can be understood and mastered in a timely manner. Through the on-site investigation of the company, I have a good understanding of the company’s production experience
Conduct in-depth understanding and continuous follow-up on the financial situation of the company, especially the financial situation, and timely communicate with the financial director and the board of directors
Communicate with the Secretary; During the audit of the annual report, communicate with the external audit institution in time and urge the company to comply with the regulations
Complete the preparation and disclosure of the annual report.
I ask the company to follow up the new rules of information disclosure in time, constantly standardize the behavior of information disclosure and pay continuous attention to it
Decision making, risk and information disclosure procedures for related party transactions, external guarantees and major investment projects, and put forward them in time
Relevant suggestions.
5、 Other work in protecting investors’ rights and interests
(I) keep abreast of the company’s business trends and information disclosure
During the reporting period, in addition to regularly attending the general meeting of shareholders, the meeting of the board of directors and the meeting of special committees, I
Communicate with other directors, supervisors, senior managers and related personnel of the company through telephone, wechat and e-mail
Keep in touch with staff; Actively interview with the company’s management and business leaders and listen to the company’s management’s public comments
Report on the operation status and standardized operation of the company.
At the same time, I continue to pay attention to the company’s information disclosure and urge the company to strictly comply with the Shenzhen Securities Exchange
Laws, regulations and normative documents such as the stock listing rules of the exchange, the articles of association and the information disclosure system
And other relevant regulations to truly, accurately, timely and completely complete all information disclosure in 2021. (II) give full play to independence in work
During the reporting period, I had an in-depth understanding of the improvement and implementation of the company’s operation, management and internal control systems, the implementation of resolutions of the board of directors, financial management, related party transactions and business development, consulted relevant materials, used my professional knowledge to exercise voting rights independently, objectively and impartially, and expressed independent opinions, Effectively safeguard the legitimate rights and interests of the company and its shareholders, especially minority shareholders.
(III) actively strengthen business training
I pay attention to learning the latest laws, regulations and various rules and regulations, actively participate in various trainings organized by regulators, constantly improve my professional level and professional competence, provide opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
6、 Other working conditions
If I propose to convene an extraordinary general meeting, I will not report to the shareholders during the interim general meeting; There is no independent engagement of external audit institutions and consulting institutions; No objection was raised to the proposal of non board meeting and other relevant matters. In conclusion, in 2021, I earnestly performed the duties of independent directors and gave full play to the positive role of independent directors. The company has given full support to my work and fully respected my independent judgment as an independent director in major decisions.
In 2022, I will continue to work diligently to provide reference opinions for the scientific decision-making of the board of directors, make use of professional knowledge and experience to provide more constructive suggestions for the development of the company and contribute to the sustainable, stable and healthy development of the company.
Independent director: Fu Yan March 5, 2002
