Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
Report on the work of independent directors in 2021 (Luan Shengji)
I am an independent director of the 9th board of directors of Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (hereinafter referred to as “the company”). During the reporting period, I ceased to hold the position of independent director after the expiration of the ninth board of directors on June 28, 2021 due to my reappointment as an independent director of the company for six years. During my tenure as an independent director in 2021, I attended relevant meetings 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, carefully considered various proposals of the board of directors and expressed independent opinions on major matters of the company, 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 during my term of office in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting as nonvoting delegates
In 2021, during my tenure, the board of directors of the company held 4 meetings, and I attended 4 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, during my term of office, the company held two general meetings of shareholders. I attended two general meetings of shareholders as nonvoting delegates and listened carefully to the opinions and suggestions of shareholders attending the meeting.
2、 Independent opinions
During the 2021 annual meeting, I made objective and prudent decisions based on my professional knowledge. During the reporting period, I expressed independent opinions on the company’s renewal of accounting firm, profit distribution, nomination of director candidates, appointment of senior managers, related party transactions and external guarantees, performed special functions and powers as required, and recognized the renewal of accounting firm, related party transactions and other matters in advance. The details are as follows:
Disclosure time: independent opinions of the meeting session (including prior approval)
Independent opinions of the 9th board of directors on the appointment of the Secretary of the board of directors on March 22, 2021
First interim meeting in
1. Independent opinions on capital transactions and external guarantees of related parties in 2020;
2. Independent opinions on the self-evaluation report of internal control in 2020;
Independent opinions of the 9th board of directors on 2020 profit distribution plan;
4. Independent opinions on the implementation of the new lease standards and changes in relevant accounting policies at the first meeting of the year on March 26, 2021; 5. Prior approval and independent opinions on the renewal of the accounting firm;
6. Independent opinions on increasing the guarantee amount of subordinate companies;
7. Prior approval and independent opinions on the joint and several liability guarantee and related party transactions provided by the controlling shareholder for the bank loans of the company and its subsidiaries.
Independent opinions of the 9th board of directors on the appointment of vice president of the company on April 29, 2021
Second interim meeting in
1. Independent opinions on the write off of some long-term equity investments;
2. Opinions of the 9th board of directors on June 1, 2021 on providing phased guarantee for mortgage loans of customers purchasing houses in Shanhai Yuyuan;
The third interim meeting in 2003 3. Independent opinions on increasing the guarantee amount for subordinate companies;
4. Prior approval and independent opinions on the joint and several liability guarantee and related party transactions provided by the controlling shareholder for the bank loans of the company and its subsidiaries.
Opinions of the third interim meeting of the ninth board of directors on the election of the board of directors and the nomination of candidates for directors of the tenth board of directors on June 11, 2021
3、 Work in the special committee of the board of directors
During the reporting period, I served as a member of the remuneration and assessment committee and the strategy committee of the board of directors of the company
Clerk. I strictly abide by relevant laws and regulations and the company’s detailed rules for the implementation of salary and assessment committee and strategy
The Committee actively participates in the daily work of each special committee and earnestly performs relevant duties in accordance with the provisions of the detailed rules for the implementation of the Committee
Responsibility.
During my tenure in 2021, the remuneration and assessment committee held two meetings to supervise the senior management of the company
The annual performance compensation distribution plan of managers and the adjustment of directors’ allowance standard shall be considered.
During my tenure in 2021, the strategy committee held one meeting to review the company’s project investment and
For matters such as capital increase of subordinate companies, and in combination with the changes of the industry and market of the company and the actual situation of the company
Put forward suggestions on the company’s long-term strategic planning.
4、 Site inspection and suggestions to the company
During the reporting period, I 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 complete the preparation and disclosure of the annual report in accordance with the regulations.
I require the company to follow up the new rules of information disclosure in time, constantly standardize the behavior of information disclosure, continuously pay attention to the decision-making, risks and information disclosure procedures of related party transactions, external guarantees and major investment projects, and put forward relevant suggestions in time.
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, meetings of the board of directors and meetings of special committees, I also kept in touch with other directors, supervisors, senior managers and relevant staff of the company through telephone, wechat and e-mail; Actively interview with the company’s management and business leaders, and listen to the company’s management’s report on the company’s operation and standardized operation.
At the same time, I continue to pay attention to the company’s information disclosure, and urge the company to complete all information disclosure in 2021 in a true, accurate, timely and complete manner in strict accordance with laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, information disclosure system and other relevant provisions. (II) give full play to independence in work
During the term of office of the board of directors, I have an independent knowledge of the company’s business, management, execution and other related matters, and make use of my independent knowledge of the company’s internal trading, management and execution of related matters, and make in-depth understanding of the company’s internal trading, management and management, and other related matters, 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
During the reporting period, I did not propose to convene an extraordinary general meeting of shareholders to the board of directors during my tenure; 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, during my tenure 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.
Although I am no longer an independent director of the company, I will continue to pay attention to the company in the future and wish the company to maintain sustained and steady development and return investors with good performance. Finally, I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the performance of their duties.
Independent director: Luan Shengji March 5, 2002
