Great Wall International Acg Co.Ltd(000835)
Report on the work of independent directors in 2021
March 23, 2022
As an independent director of Great Wall International Acg Co.Ltd(000835) (hereinafter referred to as “the company”), in 2021, we faithfully performed our duties in strict accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies and other laws and regulations, the articles of association and the working system of independent directors, safeguarded the overall interests of the company, protected the legitimate interests of minority shareholders and gave full play to the role of independent directors. Our performance report in 2021 is as follows:
1、 Basic information of independent directors
At the beginning of the reporting period, Mr. Zhang Baolong, Mr. Yu Teng and Mr. Ji Jingwu served as independent directors of the ninth board of directors of the company. Mr. He Shaoping, Mr. Peng Shengli and Mr. Huang Fusheng have jointly served as independent directors of the ninth board of directors of the company since October 12, 2021, nominated by the 5% shareholder of the company, Continental Entertainment Co., Ltd. and approved by the fifth extraordinary general meeting of the company in 2021.
The board of directors of the company has four special committees on strategic investment, nomination, audit, remuneration and assessment, of which independent directors Mr. Peng Shengli, Mr. He Shaoping and Mr. Huang Fusheng serve as the chairman of the nomination, audit, remuneration and assessment committee respectively.
2、 Attendance at the board of directors and shareholders’ meeting
In 2021, the company held 19 board meetings and 8 general meetings of shareholders. The attendance of independent directors at the meeting is as follows:
Is it continuous
By the correspondent
In this year, the directors who should attend the on-site meeting, the directors who are entrusted to attend the meeting, the directors who are absent and the shareholders who are not present in person twice, and the directors who attend the meeting in the form of names
Number of meetings of the board of directors number of meetings of the board of directors number of meetings of the board of directors number of meetings of the board of directors
Board meeting
He Shaoping 7 7 0 0 0 No 3
Peng Shengli 7 5 2 0 0 No 3
Huang Fusheng 7 52 00 No 3
Zhang Baolong 12 2 100 00 No 5
Yu Teng 12 1 11 0 0 0 No 5
Ji Jingwu 12 3 9 0 0 No 5
We carefully reviewed all proposals and provided relevant materials for the company’s requirements before the board meeting. At the meeting, each topic was carefully considered, actively participated in the discussion, and put forward reasonable suggestions from a professional perspective, which played a positive role in making scientific decisions for the board of directors of the company.
3、 Independent opinions:
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and the articles of association of the company issued by the CSRC, as the independent director of the company, the opinions on the proposals submitted to the board of directors for deliberation during the reporting period are as follows:
(I) the first extraordinary meeting of the ninth board of directors in 2021:
1. Express independent opinions on the resignation of the chairman of the company
For personal reasons, Mr. Chen Tieming, chairman of the board of directors of the company, plans to no longer serve as a director, chairman and chairman of the Strategic Investment Committee of the ninth board of directors of the company. The reason for his resignation is consistent with the actual situation.
2. Express independent opinions on the candidates for non independent directors elected by the board of directors of the company
After fully understanding the nominee’s occupation, educational background, professional title, detailed work experience and all part-time jobs, we believe that he is qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions; Meet the employment conditions specified in the articles of association.
Agree to nominate Mr. Ren Yantang, Mr. Liu ruinian, Mr. Shi Xubin and Mr. Wang Youhao as candidates for non independent directors of the ninth board of directors.
The nomination procedures of the above-mentioned candidates comply with relevant regulations, their qualifications meet the requirements for serving as directors of listed companies, and they are competent for the duties of the positions they are employed. There are no circumstances specified in Article 146 of the company law, and they have not been punished by the CSRC and other relevant departments and disciplined by the stock exchange. There are no circumstances in which they are filed for investigation by judicial organs for suspected crimes or filed for inspection by the CSRC for suspected violations of laws and regulations, There is no case that the CSRC has determined that the market is prohibited or the period of prohibition has not expired, and there is no case that the stock exchange has declared it an inappropriate candidate. We have not found that candidates are not allowed to serve as directors of the company according to the provisions of the company law and the articles of association. Their qualifications meet the relevant provisions of the company law and the articles of association and are legal and effective. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
3. Express independent opinions on the election of independent directors by the board of directors of the company
After fully understanding the nominee’s occupation, educational background, professional title, detailed work experience and all part-time jobs, we believe that according to laws, administrative regulations and other relevant provisions, he is qualified to serve as a director of a listed company, has the independence required by the guidance on establishing an independent director system in a listed company issued by the CSRC, and meets the employment conditions specified in the articles of association.
It is agreed that the 9th board of directors of the company nominate Mr. Zhang Baolong, Mr. Yu Teng and Mr. Ji Jingwu as candidates for independent directors.
The nomination procedures of the above-mentioned candidates comply with relevant regulations, their qualifications meet the requirements for serving as directors of listed companies, and they are competent for the duties of the positions they are employed. There are no circumstances specified in Article 146 of the company law, and they have not been punished by the CSRC and other relevant departments and disciplined by the stock exchange. There are no circumstances in which they are filed for investigation by judicial organs for suspected crimes or filed for inspection by the CSRC for suspected violations of laws and regulations, There is no case that the CSRC has determined that the market is prohibited or the period of prohibition has not expired, and there is no case that the stock exchange has declared it an inappropriate candidate.
We have not found that candidates are not allowed to serve as directors of the company as stipulated in the company law and the articles of association. Independent directors have the independence required by the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, and their qualifications meet the relevant provisions of the company law and the articles of association, which are legal and effective. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(II) the second interim meeting of the ninth board of directors in 2021:
1. Express independent opinions on matters related to the appointment of senior managers by the company.
(1) Mr. Yuan Tongsu applied for resignation as general manager of the company for personal reasons, and the disclosure is consistent with the actual situation. The board of directors of the company has timely carried out the appointment of the new general manager of the company, and the resignation of Mr. Yuan Tongsu will not affect the normal operation of the company’s production and operation.
(2) The relevant personnel employed this time meet the requirements of relevant laws, administrative regulations and the articles of Association for the qualification of senior managers of listed companies, and are not found to be unable to serve as senior managers of listed companies as stipulated in the company law and the articles of association, or are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted, Nor has it been subject to any punishment or punishment from the China Securities Regulatory Commission and Shenzhen Stock Exchange.
(3) After fully understanding the educational background, work experience and physical condition of the relevant personnel employed this time, we believe that the relevant personnel have the professional knowledge and work experience required by the corresponding positions of the company, can meet the requirements of the duties of the positions employed, which is conducive to the development of the company and does not damage the rights and interests of the shareholders of the listed company, especially the minority shareholders.
In conclusion, we agree to appoint Mr. Shi Ximin as the general manager of the company; Appoint Mr. Liu ruinian as the executive deputy general manager of the company.
(III) the third extraordinary meeting of the ninth board of directors in 2021:
1. Express independent opinions on the appointment of Mr. Shi yuepeng as the general manager of the company
(1) Mr. Shi Ximin applied for resignation as general manager of the company due to sudden health problems, and the disclosure is consistent with the actual situation. The board of directors of the company has timely carried out the appointment of the new general manager of the company, and Mr. Shi Ximin’s resignation will not affect the normal operation of the company’s production and operation;
(2) The nomination and appointment procedures of the employed personnel comply with the articles of association and other relevant provisions;
(3) The nominees meet the requirements of relevant laws, administrative regulations and the articles of Association for the qualification of senior managers of listed companies, and there is no situation that they are not allowed to serve as senior managers of listed companies as stipulated in the company law and the articles of association, and there is no situation that they are determined by the China Securities Regulatory Commission to be prohibited from entering the market and the prohibition has not been lifted, Nor has it been subject to any punishment or punishment from the China Securities Regulatory Commission and Shenzhen Stock Exchange; (4) After fully understanding the educational background, work experience and physical condition of the nominees, we believe that Mr. Shi yuepeng has the professional knowledge and work experience required by the corresponding positions of the company, can meet the requirements of the duties of the positions employed, is conducive to the development of the company and does not damage the rights and interests of shareholders of listed companies, especially small and medium-sized shareholders;
Based on the above independent judgment, we agree to appoint Mr. Shi yuepeng as the general manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the date of expiration of the ninth board of directors, and he can be re appointed.
(IV) the fourth extraordinary meeting of the ninth board of directors in 2021:
1. Express independent opinions on the proposal on not recognizing the entrusted operation framework agreement and its supplementary agreement of Chuzhou Great Wall International Animation Tourism Creative Park.
(1) The signing of the entrusted operation framework agreement of Chuzhou Great Wall International Animation Tourism Creative Park and its supplementary agreement (hereinafter referred to as “these agreements”) was not implemented by the company’s legal representative or authorized agent, and was not reviewed and approved by the company’s board of directors or the general meeting of shareholders. It violated the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, and the consequences of the contract should not be borne by the company;
(2) Jinzhai Xinbao forestry comprehensive development Co., Ltd. still carried out relevant civil legal acts, which seriously infringed on the legitimate rights and interests of the listed company and all shareholders, knowing that great wall animation is a listed public company and that the signing of such agreements has not been agreed or authorized by the board of directors, general meeting and other authorities of the listed company to perform the legal review procedures.
(3) The total assets involved in the above-mentioned agreements account for more than 50% of the total assets of the listed company at the end of the audited consolidated financial accounting report in the latest fiscal year. However, because these agreements are not signed by the legal entity of Great Wall animation, nor the true intention of the company, and the board of directors of the company has made it clear that they will not be ratified, the contract is not actually established, Therefore, it does not constitute a major asset reorganization stipulated in the measures for the administration of major asset reorganization of listed companies of the CSRC.
In conclusion, we agree that the company will not ratify the entrusted operation framework agreement of Chuzhou Great Wall International Animation Tourism Creative Park and its supplementary agreement, and urge the board of directors to properly solve it through legal channels as soon as possible to safeguard the legitimate rights and interests of the company and all shareholders.
(V) the fifth interim meeting of the ninth board of directors in 2021:
1. Express independent opinions on the proposal on the company’s intention to apply to the court for pre reorganization
The company intends to apply to the court for pre reorganization, which is in line with the actual situation of the company and the provisions of relevant laws, regulations and the articles of association. Its decision-making procedures are legal and effective, will not have an adverse impact on the normal operation and business development of the company, and there is no situation that damages the interests of the company and all shareholders. We unanimously agreed to the proposal and submitted it to the general meeting of shareholders for deliberation.
(VI) the first meeting of the ninth board of directors in 2021:
1. Express independent opinions on the capital occupation and external guarantee of the company’s related parties in 2020
(1) In a serious and responsible manner, according to the relevant information and disclosure provided by the company, we have verified and implemented the capital occupation of the company’s controlling shareholders and other related parties and the company’s external guarantee in 2020. Now we explain the relevant situation and express our independent opinions as follows:
During the reporting period, there was no non operational occupation of the company’s funds by controlling shareholders and other related parties; There are no circumstances in which funds are directly or indirectly provided to related parties for use.
(2) In a serious and responsible manner, according to the relevant information and disclosure provided by the company, we express independent opinions on the company’s guarantee for the loan between Zhejiang Qingfeng primary culture Co., Ltd. and Wengyuan as follows: 1) the relevant guarantee terms of the guarantee are not effective for the listed company, and the listed company shall not bear the guarantee liability;
2) The legal obligation recognized in the civil mediation statement of the people’s court is the recognition of the prior invalid act, which damages the public interests. The company shall apply for the initiation of trial supervision procedures to revoke it;
3) On April 28, 2021, Shanxi Zhenxing biopharmaceutical Co., Ltd. and the company signed the guarantee liability settlement agreement and the performance agreement on the guarantee liability settlement agreement respectively. On the same day, the company received Hejin Nongshang letter [2021] No. 44 issued by Shanxi Hejin Rural Commercial Bank Co., Ltd. with the company as the beneficiary, and the maximum guarantee amount under the guarantee does not exceed RMB 100 million
