Sealand Securities Co.Ltd(000750)
2021 annual performance report of independent directors
Ni shoubin
As an independent director of Sealand Securities Co.Ltd(000750) (hereinafter referred to as the company), I strictly comply with relevant laws, administrative regulations and normative documents such as the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association of Guohai Securities Co., Ltd. (hereinafter referred to as the articles of association) According to the provisions of the independent director system of Guohai Securities Co., Ltd., in the work of 2021, we will faithfully and diligently perform our duties, actively attend the relevant meetings of the company, participate in the company’s training and other activities, give independent and objective opinions on relevant matters requiring the opinions of independent directors, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at board meetings and shareholders’ meetings
In 2021, the company held 9 meetings of the board of directors and 3 general meetings of shareholders. The details of my attendance at the meetings of the board of directors and general meetings of shareholders are shown in the table below:
Names of shareholders of independent directors attending the meeting of the board of directors shall attend the on-site meeting and the number of times of attending the absentee voting meeting entrusted by communication
For all proposals
Ni shoubin voted yes 3
In 2021, I independently, prudently, conscientiously and diligently exercised the functions and powers of independent directors and expressed professional opinions on relevant matters of the company. When making judgments, I was not affected by the main shareholders, actual controllers and other related parties of the company, other units and individuals with interests in the company, and my position was objective and fair. In the process of performing their duties, fully safeguard the interests of the company and shareholders.
2、 Participation in meetings of special committees of the board of directors
I am the chairman of the remuneration and Nomination Committee and the member of the audit committee of the ninth board of directors of the company. In 2021, I earnestly performed relevant duties in accordance with relevant laws and regulations and the working rules of the special committee of the board of directors: (I) participation in the meetings of the remuneration and Nomination Committee
1. On January 8, 2021, I presided over the first meeting of the remuneration and Nomination Committee of the ninth board of directors in 2021. The meeting considered and approved three proposals, including the appointment of the president of the company, the appointment of other senior managers of the company, and the determination of the post salary standard of Mr. Du Wanzhong, vice president.
2. On March 5, 2021, I presided over the second meeting of the remuneration and Nomination Committee of the ninth board of directors in 2021. The meeting reviewed and drafted the performance appraisal results of directors and senior managers in 2020, and considered and approved the special instructions on the performance appraisal and remuneration of directors in 2020, the performance appraisal and remuneration of senior managers in 2020 Five proposals including the 2020 annual work report of the remuneration and Nomination Committee of the board of directors, and listened to the report on the investigation of Comrade Qin Li’s performance of the duties of senior managers.
3. On March 18, 2021, I presided over the third meeting of the remuneration and Nomination Committee of the ninth board of directors in 2021, which deliberated and approved the distribution of performance bonus for senior managers of the company in 2020.
4. On July 30, 2021, I convened the fourth meeting of the remuneration and Nomination Committee of the ninth board of directors in 2021. At the meeting, I heard the report of Comrade Du Wanzhong on his inspection of the performance of the duties of senior manager.
5. On October 12, 2021, I presided over the fifth meeting of the remuneration and Nomination Committee of the ninth board of directors in 2021, which deliberated and adopted the Sealand Securities Co.Ltd(000750) director and supervisor performance appraisal and remuneration management system (revised in 2021).
In addition, I participated in the interview with Mr. Cheng Ming, a candidate for senior management of the company.
(II) participation in audit committee meetings
1. In strict accordance with the relevant provisions of the working rules of the audit committee of the board of directors and the working procedures of the annual report of the audit committee of the board of directors, I communicated and exchanged with the certified public accountant of the annual audit project of Deloitte Touche Tohmatsu (special general partnership) on matters related to the audit of the company’s 2020 financial report and internal control audit.
2. On January 29, 2021, I participated in the first meeting of the audit committee of the ninth board of directors in 2021. The meeting considered and approved three proposals, including the report on the use of the company’s previously raised funds, the related party transactions involved in the company’s non-public offering of shares, and the signing of conditional and effective share subscription agreement between the company and specific objects. 3. On March 17, 2021, I attended the second meeting of the audit committee of the ninth board of directors in 2021. The meeting considered and adopted the annual work report of the audit committee of the board of directors in 2020, the annual report and summary of 2020, the final financial statement report of 2020, the financial budget report of 2021, the internal control evaluation report of 2020, the special report on the storage and use of raised funds in 202012 proposals, including the special audit report on related party transactions in 2020, the report on internal audit work in 2020, the expected daily related party transactions in 2021, the appointment of 2021 financial report audit institution and internal control audit institution, the change of accounting policies and the revision of accounting methods, and listened to the special audit report on the deposit and use of funds raised by non-public issuance of corporate bonds in 2020 and the company guarantee in the second half of 2020 Special inspection reports on large capital transactions and financial assistance.
I reviewed and approved the first quarter 2021 and 2024 special audit report of the third quarter 2021 of the board of directors, and listened to the first quarter 2021 special audit report on the use of non-public funds in 2024.
5. On August 19, 2021, I attended the fourth meeting of the audit committee of the ninth board of directors in 2021. The meeting considered and adopted two proposals, including the company’s semi annual report and summary in 2021 and the report on internal audit in the first half of 2021, and listened to the special inspection report on related party transactions, guarantees, large capital transactions and other matters of the company in the first half of 2021.
6. On October 28, 2021, I participated in the fifth meeting of the audit committee of the ninth board of directors in 2021, which deliberated and approved the company’s report for the third quarter of 2021 and the report on internal audit work for the third quarter of 2021. 3、 Independent opinions on major issues of the company
In 2021, I and other independent directors of the company jointly expressed independent opinions on relevant major issues in accordance with the prescribed procedures, as follows:
(I) on January 8, 2021, at the second meeting of the ninth board of directors, the company expressed independent opinions on the appointment of president and other senior managers.
(II) on January 29, 2021, at the third meeting of the ninth board of directors, the company expressed independent opinions on matters related to the company’s non-public offering of shares and the company’s shareholder return planning for the next three years.
(III) on March 18, 2021, at the fourth meeting of the ninth board of directors of the company, independent opinions were expressed on the performance appraisal results of the company’s senior managers in 2020, the profit distribution plan in 2020, the internal control evaluation report in 2020, the actual occurrence of daily related party transactions in 2020, the occupation of the company’s funds and external guarantees by the controlling shareholders and other related parties, and changes in accounting policies, They respectively expressed their prior approval opinions and independent opinions on the appointment of the company’s 2021 annual financial report audit institution and internal control audit institution, and the expected daily related party transactions of the company in 2021.
(IV) on August 19, 2021, at the seventh meeting of the ninth board of directors, the company expressed independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantee.
4、 On site inspection
In 2021, I actively participated in meetings and on-site visits to the company, listened to reports on the company’s operation and management, internal control, compliance and risk management, and the progress of major events, and deeply understood the company’s operation and management. I continue to pay attention to the company’s announcements and relevant media reports, maintain close contact with other directors, the Secretary of the board of directors and other relevant personnel of the company through telephone, e-mail and other means, take the initiative to obtain the information needed to make decisions, truly and comprehensively grasp the business development and management of the company, and earnestly perform the duties of independent directors.
5、 Work on protecting the rights and interests of investors
(I) supervise the information disclosure of the company
In 2021, the company disclosed 61 temporary announcements and 4 periodic reports. In my opinion, the company can disclose all major information truthfully, accurately, completely, timely and fairly in strict accordance with the requirements of information disclosure laws and regulations, so as to ensure that investors can timely understand the major events, financial status and operating results of the company.
(II) cash dividends and other investor returns
In 2021, the board of directors reviewed and approved the diluted immediate return and filling measures of the company’s non-public offering of shares, and reformulated the shareholder return plan for the next three years (20212023) in accordance with relevant regulatory regulations. The company has formulated and implemented the profit distribution plan for 2020 in strict accordance with the articles of association and the shareholder return plan for the next three years. The total cash dividends of the company in 2020 account for 100% of the total profit distribution, 90.07% of the total profit distribution attributable to the shareholders of the listed company in 2020, and 153.18% of the distributable profits realized by the parent company in 2020. In my opinion, the company attaches great importance to the return of shareholders, and the profit distribution plan fully protects the interests of shareholders, especially small and medium-sized shareholders.
(III) implementation of internal control
I have maintained close communication with the company’s internal audit department and external audit organization, deeply understood the construction and implementation of the company’s internal control system, and listened to the company’s quarterly internal audit work
Sealand Securities Co.Ltd(000750)
2021 annual performance report of independent directors
Liu Jinrong
As an independent director of Sealand Securities Co.Ltd(000750) (hereinafter referred to as the company), I strictly comply with relevant laws, administrative regulations and normative documents such as the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association of Guohai Securities Co., Ltd. (hereinafter referred to as the articles of association) According to the provisions of the independent director system of Guohai Securities Co., Ltd., in the work of 2021, we will faithfully and diligently perform our duties, actively attend the relevant meetings of the company, participate in the company’s training and other activities, give independent and objective opinions on relevant matters requiring the opinions of independent directors, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at board meetings and shareholders’ meetings
In 2021, the company held 9 meetings of the board of directors and 3 general meetings of shareholders. The details of my attendance at the meetings of the board of directors and general meetings of shareholders are shown in the table below:
Names of shareholders of independent directors attending the meeting of the board of directors shall attend the on-site meeting and the number of times of attending the absentee voting meeting entrusted by communication
Liu Jinrong 9 800 10 voted for all proposals 2
In 2021, I independently, prudently, conscientiously and diligently exercised the functions and powers of independent directors and expressed professional opinions on relevant matters of the company. When making judgments, I was not affected by the main shareholders, actual controllers and other related parties of the company, other units and individuals with interests in the company, and my position was objective and fair. In the process of performing their duties, fully safeguard the interests of the company and shareholders.
2、 Participation in meetings of special committees of the board of directors
I am a member of the remuneration and Nomination Committee, risk control committee and Audit Committee of the ninth board of directors of the company. In 2021, in accordance with relevant laws and regulations and the company’s board of directors
