Zhejiang Renzhi Co.Ltd(002629)
Report on the work of independent directors in 2021 (Fu Guanqiang)
Shareholders and shareholder representatives:
As an independent director of the sixth board of directors of Zhejiang Renzhi Co.Ltd(002629) (hereinafter referred to as “the company”), in my work in 2021, In strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the standards for the governance of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, the working system of independent directors and other relevant laws and regulations, Based on the principles of independence, objectivity and impartiality, be diligent and responsible, fully exercise the functions and powers of independent directors, and earnestly safeguard the legitimate rights and interests of the company, all shareholders, especially small and medium-sized shareholders. I hereby make the following report on my performance of duties in 2021: I. attendance at the board of directors and the general meeting of shareholders in 2021
Number of meetings of the board of directors in the reporting period 11 number of meetings of shareholders in the reporting period 2
The directors shall personally entrust whether to attend the shareholders’ meeting twice in a row, name and position, number of seats attended and number of meetings not attended in person
Several discussions
independent
Fu Guanqiang 11 0 No 2
director
During my term of office, I have no objection to the proposals considered at the 2021 annual meeting of the board of directors and the general meeting of shareholders of the company. I believe that the convening and convening of the general meeting of directors and shareholders of the company comply with legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. 2、 Independent opinions
In accordance with the articles of association, working system of independent directors and relevant provisions of other laws and regulations, during the reporting period, I expressed my opinions on the following relevant matters of the company and issued written opinions:
Issue No. / issue time comments at the session of the preface meeting
On the termination of non-public offering of shares and withdrawal of relevant application and consent 1. The 13th session of the 6th 2021 Please approve the document in advance
3.18 independent opinions on termination of non-public offering of shares and withdrawal of relevant application documents
Special consent statement and independent opinions on external guarantee and fund transactions of related parties
Agreement on internal control report 2020
The 6th 14th National Congress 2021 The independent opinion on the profit distribution plan for 2020 agreed to provide support for the proposed wholly-owned subsidiary to apply for loans from the bank on 4.28 of the second meeting
Bao’s independent opinion agrees with the independent opinion on applying to financial institutions for a comprehensive credit line of no more than 500 million yuan in 2021
Independent opinions on the remuneration agreed by the company’s directors and senior managers in 2020
2021. The prior approval opinions on the sale of major assets agree that 3 the sixth fifteenth five year plan 7.7
2021st meeting Independent opinions on the sale of major assets agree with 7.9
4. The 6th 16th National Congress 2021 With regard to the external guarantee and the fund exchange of related parties, the independent meeting agreed to formulate opinions on 7.19
2021. Agreement on signing purchase and sales contracts and related party transactions by wholly-owned subsidiaries
2021st meeting 8.13 independent opinions on the consent of wholly-owned subsidiaries to sign purchase and sales contracts and related party transactions
Prior approval opinions on the renewal of the appointment of the audit institution in 2021 agree with the approval of Sichuan Santai Rural Commercial Bank Co., Ltd
2021. The interim audit report of the company from January to June 2021 and the review report on the pro forma financial statements of Zhejiang Renzhi Co., Ltd
Matter approval opinion
On the issuance of Zhejiang Renzhi Co.Ltd(002629) major assets
Prior approval opinions agreed in the report on sale and related party transactions (Draft) (Revised Version)
The independent opinion of the 18th session of the 6th on the renewal of the appointment of the audit institution in 2021 agreed with the convening procedures and voting procedures of the 6th meeting of the board of directors
The independent opinions on sequence and method agree with the interim audit report of Sichuan Santai Rural Commercial Bank Co., Ltd. from January to June 2021 and Zhejiang Renmin
10.15 preparation of the review report of financial statements for reference of Chi Co., Ltd
separate opinion
About the report on consent to sale of Zhejiang Renzhi Co.Ltd(002629) major assets and related party transactions (Draft) (Revised)
Independent opinion of
Independent opinions on Relevant Issues of the inquiry letter on consent to reorganization of Zhejiang Renzhi Co.Ltd(002629)
Non operating capital 2021 On the elimination of non operating capital transactions of the company
7. The financial transaction has been cancelled. 12.15 independent opinions agree to the matters to be removed
Pre consent approval opinions on the company’s non-public offering of shares in 2021
8. The sixth 20th National Congress 2021 Independent opinions on matters related to the company’s non-public offering of shares in 2021 agreed at a meeting on 12.20
Independent opinions on the correction and retroactive adjustment of the company’s previous accounting errors
3、 Work of special committees of the board of directors
During the reporting period, I served as the convener of the audit committee of the sixth board of directors, the member of the strategy committee and the remuneration and attendance Committee of the sixth board of directors.
1. Audit Committee: during my term of office, the audit committee held five working meetings of the audit committee, and deliberated on the appointment of the company’s internal audit director, quarterly internal audit work report and work plan, annual work summary and plan, internal control self-evaluation report, self-examination form for the implementation of internal control rules, re appointment of the audit institution in 2021 and other related matters;
2. Strategy Committee: during my term of office, I held two meetings to review the company’s major asset restructuring and non-public offering in 2021;
3. Remuneration and assessment committee: during my term of office, I held a working meeting to review the confirmation of remuneration payment of directors, supervisors and senior staff in 2020. 4、 Work done in protecting the rights and interests of investors
1. I carefully reviewed all proposals and relevant annexes submitted to the board of directors for deliberation, paid special attention to the impact of relevant proposals on the interests of social public shareholders, safeguarded the legitimate rights and interests of the company and minority shareholders, inquired from relevant personnel, obtained the information required for decision-making, conducted in-depth investigation, and then exercised the voting right independently, objectively and prudently.
2. I took the initiative to strengthen the communication and contact with the company’s directors, supervisors, senior managers, accountants, internal audit department and other relevant personnel and departments, actively understand the latest operation status of the company, and timely put forward reasonable opinions and suggestions, which effectively reduced the operation cost and risk of the company.
3. I actively study and master the latest laws, regulations and relevant systems and regulations of China Securities Regulatory Commission, Zhejiang securities regulatory bureau and Shenzhen Stock Exchange, actively participate in various training activities organized by the company and recommendation institutions, deepen the understanding and understanding of various rules and regulations and corporate governance, and constantly improve the awareness of protecting the rights and interests of the company and public investors and the ability to perform their duties, Provide reasonable opinions and suggestions for the company’s scientific decision-making and risk prevention.
4. Continue to pay attention to the company’s information disclosure, so that the company can complete the information disclosure in a true, timely and complete manner in strict accordance with the laws, regulations and relevant provisions of the company, such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board, so as to ensure that investors have fair and timely access to relevant information. 5、 On site investigation of the company
During the reporting period, I made many on-site visits to the company, comprehensively and deeply understood the operation and development of the company, made use of professional knowledge and enterprise management experience, put forward professional opinions and suggestions on the relevant proposals of the board of directors of the company, and gave full play to my supervision responsibilities. At the same time, keep close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail, always pay attention to the impact of the company’s internal operation, external environment and market changes on the company, and actively put forward suggestions on the company’s operation and management. When I exercise my powers, the management of the company actively cooperates to ensure that I enjoy the same right to know as other directors, which provides necessary conditions and sufficient support for the performance of my duties. 6、 Other working conditions
1. There is no proposal to convene the board of directors;
2. During the reporting period, there was no objection to the proposal of the board of directors and other matters not proposed by the board of directors;
3. There is no proposal to hire or dismiss an accounting firm;
4. There is no independent engagement of external audit institutions and consulting institutions.
In 2022, it is hoped that the company will operate more steadily, operate more standardized, and continuously enhance its profitability. Under the leadership of the board of directors, the company will develop continuously, stably and healthily, and repay the majority of investors with excellent performance. As an independent director of the company, I will continue to perform my duties in the principle of prudence, diligence and integrity, pay close attention to the changes in the securities market, deeply understand the operation of the company, strengthen the study of relevant laws and regulations and relevant knowledge, continuously improve the ability to perform my duties, protect the legitimate rights and interests of investors, especially small and medium-sized investors, and promote the stable and healthy development of the company.
Independent director: Fu Guanqiang March 18, 2022
