Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048)
Report on the work of independent directors in 2021 (Wang Hongbing)
As an independent director of Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) (hereinafter referred to as “the company”), I attended relevant meetings and carefully considered various proposals of the board of directors 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, Express 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 of duties in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting as nonvoting delegates
In 2021, the board of directors of the company held 9 meetings in total. I attended 1 meeting on site and 8 meetings by means of communication. There was no 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, the company held three general meetings of shareholders. I attended three general meetings of shareholders as nonvoting delegates and listened carefully to the opinions and suggestions of shareholders attending the meeting.
2、 Independent opinions
In 2021, as an independent director of the company, I 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 my voting rights carefully. 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
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 committees of the board of directors
During the reporting period, I served as the convener and strategic member of the audit committee and Nomination Committee of the board of directors of the company
Committee members. I strictly abide by relevant laws and regulations and the implementation rules of the audit committee and the nomination committee of the company
In accordance with the implementation rules of the Commission and the implementation rules of the strategy committee, actively participate in the daily work of each special committee
Work and earnestly perform relevant duties.
During the reporting period, the audit committee held 6 meetings to review the company’s periodic reports, related party transactions and
External guarantee, investment and financial management, renewal of audit institutions and other matters; Check the internal control of the company in 2021,
Confirm that the company’s internal control system complies with the provisions of relevant laws and regulations and can effectively control relevant risks; On trial
The audit institution shall effectively communicate with the annual audit Certified Public Accountants on the problems found in the annual audit process, and earnestly perform the duties of the audit committee.
During the reporting period, the nomination committee held three meetings to consider the nomination of candidates for directors and independent directors, the Secretary of the board of directors and vice president.
During the reporting period, the strategy committee held two meetings to consider the company’s investment in the construction of pig industrial chain projects and capital increase to subordinate companies, and put forward suggestions on the company’s long-term strategic planning in combination with the changes in the industry market and the actual situation of the company.
4、 Site inspection and suggestions to the company
During the reporting period, I took advantage of my professional advantages to fully understand the industry dynamics, always pay attention to the impact of the external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, and timely understand and master the progress of major events of the company. Through on-site inspection of the company, I have an in-depth understanding of the company’s production and operation, especially the financial situation, and continuously follow up and pay attention to it, and communicate with the person in charge of Finance and the Secretary of the board of directors in time; 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 timely follow up the latest rules of information disclosure, constantly standardize the behavior of information disclosure, continue to pay attention to the decision-making, risk and information disclosure procedures of related party transactions, external guarantees and major investment projects, and put forward relevant suggestions on the company’s investment and financial management for many times. The company is required to pay close attention to and strictly control the risk.
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 kept in touch with other directors, supervisors, senior managers and relevant staff of the company by 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 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: Wang Hongbing March 5, 2002
