Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Report on the work of independent directors in 2021
(Peng Ling)
As an independent director of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”), I strictly abide by the company law, the code for corporate governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board In accordance with the provisions of the articles of association, the working system of independent directors and other relevant laws, regulations and normative documents, faithfully perform their duties, actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on relevant matters of the company, give full play to the role of independent directors and special committees, and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, Promote the standardized operation of the company. The work in 2021 is reported as follows: I. attendance at meetings during the reporting period
In a diligent and conscientious manner, I actively participated in all the meetings of the board of directors and shareholders held by the company in 2021. Before the meeting, I took the initiative to understand and obtain the information and materials needed to make decisions, understand the production, operation and operation of the company, carefully review each proposal at the meeting, actively participate in the discussion of various topics and put forward reasonable suggestions, and play a positive role in making correct and scientific decisions for the board of directors.
1. Attendance at the board of directors
Name number of times to attend the board meeting number of times to attend the meeting on site number of times to attend the meeting by means of communication number of times to be entrusted to attend the meeting number of times to be absent
Peng Ling 12 times 0 times 12 times 0 times 0 times
2. Attendance at the general meeting of shareholders
Name: number of times to attend the general meeting of shareholders, actual number of times to attend the meeting, number of times to attend by proxy, number of times to be absent
Peng Ling 2 times 2 times 0 times 0 times
In 2021, the convening of the company’s previous board of directors and general meetings of shareholders met the legal procedures, and the relevant business decision-making matters were subject to the review procedures, which was legal and effective. I have voted in favor of the relevant proposals considered at each board meeting.
2、 Independent opinions
As an independent director of the company in 2021, in accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the articles of association and the working system of independent directors of the company, I have a detailed understanding of the company’s operation and expressed independent opinions on the following matters:
1. On March 26, 2021, the proposal on reviewing the special report on the deposit and use of raised funds in 2020, the proposal on reviewing the self-evaluation report on internal control in 2020, the proposal on reviewing the self-examination form for the implementation of internal control rules, and the proposal on reviewing the profit distribution plan in 2020 were reviewed at the 36th meeting of the third board of directors Proposal on reappointment of the company’s audit institution in 2021, proposal on reviewing the performance plan for remuneration (allowance) of directors and senior managers in 2021, proposal on changes in accounting policies, proposal on using some idle self owned funds for entrusted financial management, proposal on general election of the company’s board of directors and nomination of candidates for non independent directors of the Fourth Board of directors The proposal on the general election of the company’s board of directors and the nomination of independent director candidates for the Fourth Board of directors issued agreed independent opinions. Give prior approval opinions on the proposal on renewing the appointment of the company’s audit institution in 2021, and special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s external guarantees and related party transactions in 2020.
2. On April 16, 2021, the company issued independent opinions on the proposal on the election of the chairman of the Fourth Board of directors, the proposal on the election of the vice chairman of the Fourth Board of directors and the proposal on the appointment of senior managers of the company, which were considered at the first meeting of the Fourth Board of directors.
3. On July 16, 2021, the independent opinions on the proposal on the company’s carrying out financial leasing business and the proposal on the wholly-owned subsidiary’s providing guarantee for the parent company’s financing deliberated at the fourth meeting of the Fourth Board of directors were expressed.
4. On August 9, 2021, the independent opinions agreed to the proposal on the special report on the deposit and use of raised funds in the half year of 2021 considered at the fifth meeting of the Fourth Board of directors. Special instructions and independent opinions on the occupation of funds and external guarantees by the company’s controlling shareholders and other related parties in the half year of 2021.
5. On November 4, 2021, the independent opinions on the proposal on changing the purpose of (phase I) repurchased shares and canceling the remaining shares deliberated at the seventh meeting of the Fourth Board of directors were expressed.
3、 Performance of duties of the special committee
1. As the chairman of the remuneration and assessment committee of the board of directors of the company, I actively participated in the meeting, investigated the remuneration system of the company together with other members, and earnestly performed my duties and actively carried out work in accordance with the relevant provisions of the working rules of the remuneration and assessment committee. During the reporting period, the remuneration and assessment committee of the board of directors conducted annual performance assessment on the company’s directors and senior managers according to the main scope of responsibilities of the company’s directors and senior managers, the company’s business performance, work performance and the completion of assessment indicators in 2021, and formulated specific remuneration schemes for the company’s directors and senior managers, including the directors and senior managers disclosed in the company’s 2021 annual report The remuneration of supervisors and senior managers is true and accurate.
2. As a member of the strategy committee of the board of directors of the company, I actively participated in relevant meetings. In accordance with the relevant provisions of the working rules of the strategy committee, the strategy committee of the board of directors actively carried out work and earnestly performed its duties. During the reporting period, on the one hand, the strategy committee of the board of directors put forward reasonable suggestions on the company’s future development and investment plan; On the other hand, according to the company’s strategic development plan, the company conducted scientific demonstration and deliberation on the major investment projects in the reporting period, and issued constructive opinions. At the same time, it fully demonstrated the project development prospect, project implementation conditions, synergy, company business expansion, potential risks of the project, and issued opinions to enable the company to avoid investment risks.
3. As a member of the audit committee of the board of directors of the company, he actively participated in the meeting and earnestly performed his duties and carried out work together with other members in accordance with the working rules of the audit committee and other relevant provisions. During the reporting period, the company carefully reviewed the company’s periodic reports, understood the company’s financial status and operation in detail, reviewed the storage and use of the company’s raised funds, supervised and guided the implementation and implementation of the company’s internal control system, reviewed the situation of foreign investment projects, the self-evaluation report of internal control and the internal audit work report of the audit department in detail. It has guided and supervised the company’s financial situation and operation, and put forward opinions and suggestions in time.
4、 On site investigation of corporate governance structure and operation management
In 2021, I took advantage of the opportunities of attending the board of directors, shareholders’ meetings and irregular visits to the company to conduct many on-the-spot investigations on the company, so as to have an in-depth understanding of the company’s production and operation status, the implementation of the resolutions of the board of directors, financial management, business development and other related matters; Keep close contact with other directors, supervisors, senior managers and relevant personnel of the company, always pay attention to the impact of external environment and market changes on the company, and timely grasp the operation dynamics of the company. At the same time, I actively pay attention to the relevant reports of the media and the Internet about the company, timely learn about the progress of major matters of the company, and master the production, operation and management dynamics of the company.
During the preparation of the company’s 2021 annual report, carefully listened to the report of the company’s management on the operation and progress of major events in each stage, carefully reviewed relevant materials including financial statements, and effectively communicated the problems found in the audit process to ensure that the audit report can fully reflect the actual situation of the company.
5、 Work done in protecting the rights and interests of investors
(I) information disclosure of the company
I am very concerned about the company’s information disclosure, and urge the company to strictly implement the relevant provisions of information disclosure in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure.
(II) performance of duties of independent directors
Every proposal that needs to be submitted to the board of directors for deliberation is carefully reviewed, and relevant departments and personnel of the company are asked if necessary. On this basis, the company uses its own professional knowledge to exercise its voting rights independently, objectively and prudently, so as to effectively safeguard the legitimate rights and interests of the company and the majority of investors.
In order to effectively perform the duties of independent directors, I carefully study the relevant documents issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, and deepen my understanding and understanding of relevant laws and regulations, so as to strengthen and improve the awareness of protecting the legitimate rights and interests of the company and investors, especially small and medium-sized investors.
6、 Other matters
In 2021, as an independent director of the company, I did not exercise the following special functions and powers.
(I) propose to convene the board of directors;
(II) propose to convene an extraordinary general meeting of shareholders;
(III) propose to the board of directors to employ or dismiss the accounting firm;
(IV) solicit the voting rights of the general meeting of shareholders from the shareholders;
(V) independently employ external audit institutions and consulting institutions.
For personal reasons, I have applied for resignation from the position of independent director of the Fourth Board of directors, member of the strategy committee of the board of directors and chairman of the remuneration and assessment committee of the board of directors. After the resignation takes effect, I will no longer hold any position in the company.
7、 Contact information
Name: Peng Ling
mail box: [email protected].
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) independent director: Peng Ling
March 23, 2022
