Shenzhen Leaguer Co.Ltd(002243)
Report on the work of independent directors in 2021
(Gao Jian)
Shareholders and shareholder representatives:
hello everyone!
As an independent director of Shenzhen Leaguer Co.Ltd(002243) (hereinafter referred to as “the company”), in 2021, I worked in strict accordance with the company law, the securities law, the standards for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws In accordance with the provisions and requirements of laws and regulations, the articles of association and the company’s working system for independent directors, and in the principle of objectivity, openness and independence, he diligently performed his duties, actively participated in the board of directors and all special committees of the board of directors, carefully deliberated various proposals of the board of directors, expressed independent opinions on major matters, effectively safeguarded the legitimate rights and interests of the company and all shareholders, and gave full play to the role of independent directors, It has promoted the standardized operation and governance level of the company. Now I report my performance of duties in 2021 as follows:
1、 Basic information of independent directors
Nominated by the 17th meeting of the 4th board of directors and elected by the 2nd extraordinary general meeting of 2020 and the 1st meeting of the 5th board of directors held on February 10, 2020, I served as an independent director of the 5th board of directors, chairman of the remuneration and assessment committee of the 5th board of directors, member of the strategy committee of the 5th board of directors, member of the audit committee of the 5th board of directors and member of the nomination committee of the 5th board of directors, The term of office expires on the 5th board of directors on February 9, 2023.
2、 Attendance at meetings
In 2021, affected by covid-19 epidemic prevention and control and restricted personnel flow, I was unable to attend the general meeting of shareholders held by the company in 2021. In 2021, I participated in 7 meetings of the board of directors, organized and held 1 meeting of the remuneration and assessment committee of the board of directors, 8 meetings of the audit committee of the board of directors and 1 meeting of the strategy committee of the board of directors. The convening and holding of the general meeting of shareholders, the board of directors and the special committees of the board of directors held in 2021 comply with the relevant provisions of legal procedures and working rules. Before the meeting, I carefully analyze the market environment, take the initiative to understand the operation of the company, consult relevant materials, fully communicate with relevant personnel, and obtain the information and materials required for making decisions. The resolutions adopted at the meeting are legal and effective, I voted in favor of all proposals and other matters of the board of directors, and there was no objection or waiver.
(I) attendance at board meetings
In 2021, the company held 7 meetings of the board of directors by means of on-site and communication. My attendance at the meeting of the board of directors is as follows:
During the reporting period, the board of directors held 7 meetings
Among them, the number of meetings held by on-site mode plus communication mode is 7
Number of meetings held by means of communication: 0
The name and specific position of the director shall attend the on-site meeting, and the communication method shall be entrusted to attend the meeting. Whether he is absent for two consecutive times plus the number of meetings shall be from the meeting
Independent director of Gao Jian no
(II) convening and participating in all special committees of the board of directors and performance of duties
1. Position in each special committee of the board of directors
Employment
Name of independent director Fifth Board of directors Fifth Board of directors Fifth Board of directors Fifth Board of directors Fifth Board of directors salary Fifth Board of directors letter strategy committee audit committee Nomination Committee remuneration and assessment committee interest disclosure Committee
Gao Jianyuan, chairman—
2. Convening and participating in the special committees of the board of directors of the company
In 2021, I organized and held one remuneration and assessment committee of the board of directors, participated in eight audit committees of the board of directors and one strategy committee of the board of directors, and deliberated relevant proposals in strict accordance with the working rules of each committee.
3. Performance of duties in the remuneration and assessment committee of the board of directors of the company
As the chairman of the remuneration and assessment committee of the board of directors, I earnestly performed my duties in 2021 in strict accordance with relevant laws and regulations, the articles of association and the working rules of the remuneration and assessment committee of the board of directors, gave full play to the role of audit and supervision, reviewed the remuneration of directors and senior managers in 2020, and submitted relevant proposals to the board of directors of the company for deliberation.
In 2021, I presided over a meeting of the remuneration and assessment committee of the board of directors. The details of the meeting are as follows:
(1) On the afternoon of April 16, 2021, the fourth meeting of the remuneration and assessment committee of the Fifth Board of directors was held by means of on-site and communication. The main contents of the meeting include:
1) Review the proposal on the remuneration of directors and senior managers of the company in 2020.
4. Performance of the audit committee of the board of directors of the company
As a member of the audit committee of the board of directors, I conscientiously performed my duties in 2021 in strict accordance with relevant laws and regulations and the relevant provisions of the articles of association and the detailed rules for the work of the audit committee of the board of directors, gave full play to the role of audit and supervision, investigated the production and operation of the company and the progress of major events, listened to the work reports of the internal audit department and considered the periodic reports.
In 2021, as a member of the audit committee of the board of directors, I attended the meeting of the audit committee of the board of directors. The details are as follows:
In 2021, the audit committee of the board of directors of the company held eight meetings by means of communication, on-site and communication. The details of my participation in the meeting of the audit committee of the board of directors are as follows:
(1) On January 12, 2021, the eighth meeting of the audit committee of the Fifth Board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) The general manager and the chief financial officer of the company shall report to the members of the audit committee the production, operation and financial situation of the company in 2020;
2) The accountant shall report the annual pre audit to the Audit Committee;
3) The annual audit CPA communicates with the audit committee and the company’s management on the composition of the audit team and the audit time plan;
4) The audit committee shall communicate with the annual audit Certified Public Accountants on the risk judgment, risk and fraud testing and evaluation methods of the annual audit, as well as the audit focus of the current year;
5) The internal control working group of the company reports the summary of internal control construction in 2020 and the work plan of internal control construction in 2021;
6) The Audit Office reports to the audit committee the work summary of the company’s audit office in 2020 and the work plan of the audit office in 2021.
(2) On March 5, 2021, the ninth meeting of the audit committee of the Fifth Board of directors was held by means of communication. The main contents of the meeting include:
1) Review the financial and accounting statements of the company in 2020.
(3) On the afternoon of March 12, 2021, the 10th meeting of the audit committee of the 5th board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) Review the 2020 annual financial report of the company;
2) Review the summary report on the audit work of accounting firms in 2020;
3) Review the self-evaluation report on internal control in 2020;
4) Review the special report on the deposit and use of raised funds in 2020;
5) Review the special report on major violations of laws and regulations and infringement of the interests of Listed Companies in 2020;
6) Review the proposal on the prediction of daily connected transactions in 2021;
7) Deliberating the proposal on the company’s use of its own funds to purchase bank structured deposit products;
8) Deliberating the proposal on reappointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021;
9) Review the proposal on implementing the new leasing standards and changing relevant accounting policies;
10) Deliberating the proposal on formulating the internal audit system;
11) Deliberated the proposal on formulating the internal control system.
(4) On the afternoon of April 16, 2021, the 11th meeting of the audit committee of the 5th board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) The company’s senior executives report to the Audit Committee on the operation in the first quarter of 2021;
2) The director of the Audit Office reports the audit work in the first quarter of 2021;
3) The internal control working group reports the progress of internal control in the first quarter of 2021;
4) The meeting considered the following proposals:
① Review the first quarter report of the company in 2021.
(5) On the afternoon of August 13, 2021, the 12th meeting of the audit committee of the 5th board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) The company’s senior executives report to the Audit Committee on the operation of the half year of 2021;
2) The director of the Audit Office reports the audit work in the half year of 2021;
3) The internal control working group reports the progress of internal control in the half year of 2021;
4) The meeting considered the following proposals:
① Semi annual report of the company in 2021;
② Special report on the deposit and use of raised funds in the half year of 2021;
③ Proposal on providing counter guarantee and related party transactions for holding subsidiaries to apply for loan lines from related parties. (6) On the morning of September 8, 2021, the 13th meeting of the audit committee of the 5th board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) Review the proposal on joint investment with related parties.
(7) On the afternoon of October 21, 2021, the 14th meeting of the audit committee of the 5th board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) The company’s senior executives report to the Audit Committee on the operation of the third quarter of 2021;
2) The director of the Audit Office reports the audit work in the third quarter of 2021;
3) The internal control working group reports the progress of internal control in the third quarter of 2021;
4) The meeting considered the following proposals:
① The third quarter report of the company in 2021.
② Proposal on the establishment of venture capital funds and related party transactions jointly invested by wholly-owned subsidiaries and professional investment institutions.
(8) On the afternoon of November 25, 2021, the 15th meeting of the audit committee of the 5th board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) Review the proposal on Shenzhen Leaguer Co.Ltd(002243) internal control manual.
5. Performance of duties in the strategy committee of the board of directors of the company
During the reporting period, the strategy committee of the board of directors of the company discussed the three-year rolling strategic development plan of the company in strict accordance with the working rules of the strategy committee of the board of directors and other relevant provisions.
In 2021, the strategy committee of the board of directors of the company held one meeting, and the meeting was as follows:
(1) On April 27, 2021, the second meeting of the strategy committee of the 5th board of directors was held by combining on-site and communication. The main contents of the meeting include:
1) Discuss the three-year rolling strategic development plan of the company (20212023);
2) Discuss the outline of Shenzhen Leaguer Co.Ltd(002243) 14th five year plan.
3、 Independent opinions
In 2021, I scrupulously performed my duties and duties, understood the operation of the company in detail, carefully considered the proposals submitted to the board of directors for deliberation, and independently and impartially exercised my voting rights with a rigorous attitude. I expressed my prior approval opinions on the company’s guarantee for its subsidiaries, phased guarantee, profit distribution plan, daily connected transaction prediction and other matters, and provided guidance for the remuneration of directors and senior executives Expressed independent opinions on the use of raised funds and other matters, as follows:
The time, matters and types of independent opinions in this year are as follows:
Sequence meeting time, meeting session, matter and opinion number type
In January 2021, the independent director of the 5th board of directors made a statement on the financial assistance provided by the wholly-owned subsidiary to its subsidiaries
On January 19, the tenth legislative meeting agreed to the fourth meeting
1. About the company’s profit distribution forecast for 2020
About the case
