Profit Cultural & Creative Group Co.Ltd(300640)
2021 annual report of independent directors
As an independent director of Profit Cultural & Creative Group Co.Ltd(300640) (hereinafter referred to as "the company"), in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant laws and regulations, normative documents and the provisions and requirements of the articles of association, In the work of 2021, he faithfully and diligently performed his duties, actively attended relevant meetings, carefully considered various proposals of the board of directors and the general meeting of shareholders, expressed independent opinions on relevant matters of the company, and effectively safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 (hereinafter referred to as "this year") as follows:
1、 Attendance at meetings
The company held 11 board meetings in total this year. My attendance at the meeting is as follows:
I personally attended all the meetings of the board of directors held by the company this year, and did not absent or entrust other independent directors to attend the board of directors and exercise their voting rights.
The company held four shareholders' meetings in total this year. My attendance at the meeting is as follows:
I personally attended the first extraordinary general meeting of shareholders in 2021, the annual general meeting of shareholders in 2020, the second extraordinary general meeting of shareholders in 2021 and the third extraordinary general meeting of shareholders in 2021, and carefully reviewed the proposals submitted to the general meeting of shareholders for deliberation.
This year, I strictly performed my duties as an independent director, carefully considered the proposals submitted to the board of directors and the general meeting of shareholders, and exercised my voting rights with a cautious attitude. I believe that the convening and holding of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant procedures have been performed for major business matters, which are legal and effective. I have voted in favor of all proposals and other matters of the board of directors of the company this year, and there is no objection, objection or waiver.
2、 Independent directors' independent opinions and prior approval opinions at the meeting this year
In the decision-making process of the board of directors, I use my own knowledge background to express my legal rights and interests on relevant matters. During the reporting period, I strictly abide by my duties and, in strict accordance with the requirements of the articles of association, the working system of independent directors and other relevant systems, expressed independent opinions and prior approval opinions on the following matters together with the other three independent directors of the company:
(I) independent opinions
On January 20, 2021, the company held the first meeting of the Fourth Board of directors and expressed clearly agreed independent opinions on three proposals: the proposal on the appointment of senior managers of the company, the proposal on the appointment of the head of the Audit Department of the company, and the proposal on adjusting the allowance of independent directors of the company.
On February 22, 2021, the company held the second meeting of the Fourth Board of directors, and expressed clearly agreed independent opinions on the proposal on the supplementary issuance mechanism for the company to issue shares to specific objects. On April 20, 2021, the company held the fourth meeting of the Fourth Board of directors, and expressed clearly agreed independent opinions on two proposals: the proposal on increasing capital of wholly-owned subsidiaries with raised funds and the proposal on cash management of wholly-owned subsidiaries with some idle raised funds.
Proposal on the company's annual self-evaluation of the company's annual fund-raising and the fifth annual meeting of the board of directors held on April 26, 2020, proposal on the company's annual self-evaluation of the company's annual self-control of the company's annual fund-raising and the actual use of the company's annual fund-raising on April 26, 2021 Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds, proposal on using raised funds to provide loans to wholly-owned subsidiaries to implement investment projects with raised funds, proposal on increasing the amount of cash management by wholly-owned subsidiaries using some idle raised funds, proposal on carrying out forward foreign exchange trading business, occupation of funds by controlling shareholders and other related parties of the company The company has expressed its independent opinions on matters such as external guarantee.
On June 3, 2021, the company held the sixth meeting of the Fourth Board of directors, and expressed clearly agreed independent opinions on the proposal on using some idle raised funds to temporarily supplement working capital. On August 27, 2021, the company held the 7th Meeting of the 4th board of directors to provide mortgage guarantee for the company's application for comprehensive credit from the bank, related party guarantee for the company's application for comprehensive credit from the bank by the controlling shareholder, occupation of the company's funds by the controlling shareholder, actual controller and other related parties in the half year of 2021, external guarantee of the company The special report on the deposit and use of raised funds in the half year of 2021 and other matters issued independent opinions with explicit consent.
On September 8, 2021, the company held the 8th meeting of the 4th board of directors, and expressed clearly agreed independent opinions on the proposal on the appointment of the Secretary of the board of directors of the company.
On October 21, 2021, the company held the ninth meeting of the Fourth Board of directors, and expressed clearly agreed independent opinions on the share repurchase plan of the company.
On November 30, 2021, the company held the 11th meeting of the 4th board of directors, which discussed the proposal on leasing office space and related party transactions from related parties, the proposal on the extension of some raised investment projects, and the proposal on repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan The four proposals in the proposal on adjusting the repurchase price and repurchase quantity of restricted shares in the 2018 restricted stock incentive plan issued independent opinions with explicit consent.
(II) conditions of giving prior approval opinions
On April 26, 2021, the company held the fifth meeting of the Fourth Board of directors, and I gave an independent opinion approved in advance on the proposal on hiring the company's financial audit institution in 2021;
On August 27, 2021, the company held the seventh meeting of the Fourth Board of directors, and I expressed my independent opinion on the controlling shareholder's providing related party guarantee for the company's application for comprehensive credit from the bank in advance; On November 30, 2021, the company held the 11th meeting of the 4th board of directors, and I gave my independent opinion on the proposal on leasing office space and related party transactions from related parties. 3、 Site investigation
This year, I took advantage of the opportunity to participate in the meeting to conduct on-site assessment of the company, timely understand the production and operation information of the company, and focus on the operation status, financial management, internal control, appointment of senior managers, implementation of resolutions of the board of directors, etc; At the same time, it also keeps in touch with the internal directors, senior managers and relevant staff of the company through telephone, e-mail and other means, so as to timely learn the progress of major matters of the company and master the operation dynamics of the company.
4、 Work done in protecting the rights and interests of investors
(I) in this year, I effectively performed the duties of independent directors, carefully and fully reviewed the proposal materials and relevant introductions provided in advance for all matters to be considered by the board of directors, and exercised the voting rights independently, objectively and prudently on this basis.
(II) in terms of the company's operation and management, investigate, understand and pay attention to the construction of the company's production and operation, financial management, internal control and other systems, and use their own knowledge background to provide suggestions for the company's development and standardized operation.
(III) continue to pay attention to the company's information disclosure, carefully review the company's periodic reports and other matters, put forward objective and impartial opinions and suggestions, and urge the company to do a good job of information disclosure in strict accordance with relevant laws, administrative regulations, normative documents and the company's detailed rules for information disclosure management, so as to ensure the authenticity, accuracy, timeliness and integrity of the company's information disclosure.
(IV) actively study relevant laws, regulations and rules, grasp relevant policies in time, especially strengthen the understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of minority shareholders, and strengthen the awareness of legal risk, so as to promote the further standardized operation of the company.
5、 Work of the special committee of the board of directors
As the convener of the remuneration and assessment committee of the board of directors of the company, I participated in the daily work of the remuneration and assessment committee, supervised the implementation of the remuneration system of the company, reviewed the remuneration of directors and senior managers, listened to the annual work report of senior managers and conducted assessment in accordance with the provisions of the independent director system, the working rules of the remuneration and assessment committee of the board of directors and other relevant systems, Earnestly fulfilled the responsibilities and obligations of the convener of the remuneration and assessment committee.
As a member of the nomination committee of the board of directors of the company, I always pay attention to the performance and qualification of the directors and senior managers of the company, study professional matters and put forward opinions and suggestions in accordance with the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association, and the working rules of the nomination committee of the board of directors, For the decision-making of the board of directors. Search for excellent talents in line with the company's development, communicate and actively promote the construction of the company's core team.
6、 Other working conditions
(I) in this year, no independent director proposed to convene the board of directors.
(II) in this year, there was no independent director who independently hired external audit institutions and consulting institutions.
7、 Overall evaluation and work prospect
In 2021, I was diligent and conscientious, gave full play to my professional ability in strict accordance with the provisions and requirements of relevant laws and regulations, required the company to provide relevant materials in advance for major matters decided by the board of directors, insisted on careful review in advance, exercised my voting rights independently, prudently and objectively, seriously participated in the deliberation and decision-making of major matters of the company, promoted the standardized operation of the company and safeguarded the legitimate rights and interests of all shareholders. Thank the board of directors and relevant personnel of the company for their support for my work as an independent director in 2021. In 2022, I will continue to maintain an honest, diligent, cautious and serious working attitude, use my professional knowledge and experience to faithfully perform the obligations of independent directors, provide more constructive suggestions for the development of the company, strengthen communication and cooperation with the board of directors, the board of supervisors and the management of the company, and give full play to the role of independent directors in accordance with the provisions and requirements of relevant laws and regulations and the articles of Association for independent directors, Enhance the decision-making ability and leadership level of the board of directors, provide more constructive suggestions for the development of the company, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
It is hereby reported.
Profit Cultural & Creative Group Co.Ltd(300640) independent director Luo Nianbei
March 18, 2022
