Chalkis Health Industry Co.Ltd(000972)
Report on the work of independent directors in 2021
As an independent director of Chalkis Health Industry Co.Ltd(000972) , we faithfully performed our duties in 2021, gave full play to the independent role of independent directors and actively attended relevant meetings in accordance with the company law, 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 articles of association and other relevant laws and regulations, Carefully deliberated various proposals of the board of directors and expressed independent opinions on relevant matters of the company. Work diligently around safeguarding the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of our duties as independent directors in 2021 is reported as follows:
1、 Attendance at meetings
Attendance of independent directors at the board of directors and shareholders' meeting
Is it continuous
The report period shall be attended on site and entrusted by the corresponding party
Independent directors are absent twice. Directors do not attend the board of directors in person. Shareholders attend the board of directors twice
Name: the number of meetings is from the number of meetings attended by the board of directors to the number of meetings held by the board of directors
Board meeting
Xie Zhuyun 11 0 11 0 0 No 6
Gong Jiening 11 0 11 0 0 No 6
Shen Xiaojun 8 0 8 0 0 0 No 5
This year, we carefully reviewed and verified the relevant materials and matters considered at each meeting of the board of directors, exercised our voting rights with caution, and issued effective opinions on the relevant proposals to be voted.
2、 Independent opinions
We are diligent and responsible, understand the operation of the company in detail, express objective and impartial independent opinions on the matters discussed by the board of directors, and pay attention to major related party transactions, nomination of directors, appointment of senior executives, employment of accounting firms and other major matters. In 2021, we issued independent opinions on the company's guarantee and profit distribution plan, as follows:
(I) the 33rd meeting of the 8th board of directors was held on April 21, 2021. As an independent director of the company, we expressed independent opinions on relevant matters:
1. Special instructions and independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties;
In accordance with the relevant provisions of the Circular No. 120 on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (hereinafter referred to as the notice) of the CSRC, after careful examination, we hereby issue special instructions and independent opinions on the occupation of funds and external guarantee of related parties during the reporting period of the company as follows:
(1) As of the end of the reporting period, the company had no non operating occupation of the company's funds by controlling shareholders and other related parties. (2) By the end of the reporting period, the company had no external guarantee.
In view of the above situation, we believe that the company has strictly followed the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange, the company law and the articles of association, there is no occupation of funds and illegal guarantee, controlled the risk of external guarantee, and effectively protected the legitimate rights and interests of the majority of shareholders.
2. Opinions on the self-evaluation report of the company's internal control;
In accordance with the requirements of the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and other relevant laws and regulations, we have carefully reviewed the company's 2020 internal control self evaluation report and issued the following independent opinions:
We believe that the company's internal control system is relatively sound. The company's existing internal control system has basically covered all levels and links of the company's operation, formed a standardized management system, and gradually improved the internal control system with the changes of internal and external environment; During the reporting period, the company has newly established and revised a number of internal control systems, and all key activities of the company's internal control can be carried out in strict accordance with the provisions of various systems. No violation of the guidelines on internal control of listed companies and the company's internal control system of Shenzhen Stock exchange has been found. To sum up, we believe that the self-evaluation report on internal control in 2020 issued by the company can truly reflect the actual situation of the company's internal control.
3. The independent opinion of the board of directors on no distribution of profits in 2020 and no conversion of capital reserve into share capital; According to the audit of ZTE caiguanghua certified public accountants Co., Ltd., the net profit attributable to the owner of the parent company in 2020 was -26589276805 yuan, the net profit realized by the parent company was -18433674145 yuan, plus the undistributed profit at the beginning of the period was -143743765771 yuan. The impact of the change of accounting policy in this period was 0 yuan, and the accumulated actual distributable profit of the parent company was -170333042576 yuan. In view of the negative accumulated profits available for distribution to shareholders, the company plans not to distribute profits or convert capital reserve into share capital in 2020.
In view of the actual situation of the company's profits available for distribution to shareholders at the end of the reporting period, the board of directors of the company decided that the company would not implement profit distribution and conversion of capital reserve into share capital in 2020. We believe that the above decision is in line with the actual situation of the company and the provisions of the articles of association, and have no objection to the plan proposed by the board of directors that the company will not carry out profit distribution and increase the accumulation fund in 2020.
4. Independent opinions on the company's proposal on withdrawing asset impairment reserves and credit impairment losses in 2020;
In accordance with the accounting standards for business enterprises and other regulations, the provision for impairment of various assets withdrawn by the company at the end of 2020 was 2662144442 yuan, including 2602392461 yuan for inventory falling price; The impairment loss of engineering materials is 59751981 yuan. At the end of 2020, the company accrued credit impairment loss of 4211273136 yuan
According to the actual situation of the company's assets, the voting procedures for the company's provision for asset impairment and credit impairment losses are legal and based on sufficient basis.
The provision for asset impairment and credit impairment loss is in line with the relevant provisions of the accounting standards for business enterprises and accounting policies, truly and accurately reflects the asset status of the company, and does not harm the interests of the company and minority shareholders. It is agreed to withdraw the provision for asset impairment and credit impairment loss this time. (II) at the 35th interim meeting of the 8th board of directors held on May 14, 2021, we, as independent directors of the company, expressed independent opinions on relevant matters:
1. Proposal on the general election of the board of directors of the company
The term of office of the eighth board of directors of the company has expired. According to the company law and other laws and regulations and the relevant provisions of the articles of association, the board of directors of the company nominated Wang Liuping, Wang Dongping, Kong Fanli, Wang Changjiang, Wang Yisheng, Zhao Teng, Xie Zhuyun, Gong Jiening and Shen Xiaojun as candidates for directors of the ninth board of directors of the company (among which Xie Zhuyun, Gong Jiening and Shen Xiaojun are independent director candidates). After reviewing the relevant materials of the general election of the company's board of directors and the personal resumes of the candidates for the ninth board of directors, we agree that:
(1) Prior approval of all independent directors has been obtained before convening the board of directors to consider the matter;
(2) The nomination of director candidates of the ninth board of directors of the company has been approved by the nominees themselves; We also fully understand the nominee's educational background, professional experience and professional quality, and the nominee has the corresponding ability and conditions; (3) The nomination procedures and the qualifications of the nominees comply with the provisions of relevant laws and regulations and the articles of association. It is not found that the candidates for directors are not allowed to serve as directors as stipulated in the company law. All the candidates for directors are not dishonest Executees, and there is no situation that they are identified as market prohibited persons by the CSRC and the prohibition has not been lifted, They have not been punished by the CSRC and Shenzhen Stock Exchange, and are qualified to serve as directors of the company;
(4) The three independent director candidates nominated have the independence required by the guiding opinions on the establishment of independent director system in listed companies and other relevant regulations of the CSRC. Except Shen Xiaojun, they have obtained the qualification certificate of independent directors and are qualified to serve as independent directors of the company. Shen Xiaojun promised to participate in the latest independent director training and obtain the qualification certificate of independent director recognized by Shenzhen Stock Exchange.
(III) the first interim meeting of the independent board of directors of the company was held in May 2021, and we gave opinions on relevant matters:
1. Matters concerning the appointment of senior managers of the company
We believe that the nomination methods and appointment procedures of the senior managers appointed this time comply with the provisions of the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange (revised in 2020), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and the articles of association.
Upon review, the senior managers employed this time have the qualifications suitable for the exercise of their functions and powers, and are not found to be prohibited from serving as senior managers of Listed Companies in accordance with the company law and other laws, regulations, normative documents and the articles of association, and are not listed as dishonest Executees, and have not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange.
The appointment of senior managers is based on a full understanding of the qualifications, operation and management experience and business expertise of the employed. The employed person has the professional or industry knowledge necessary to perform his duties, and is competent for the duties of the corresponding posts of the company, which is conducive to the development of the company and does not damage the interests of the company and other shareholders.
(IV) at the second interim meeting of the ninth board of directors held on June 30, 2021, we, as independent directors of the company, expressed independent opinions on relevant matters:
1. Proposal on the reorganization and election of the board of directors of the company
Whereas, at present, the company's largest shareholder six Division state-owned assets company, the second largest shareholder Guoheng investment company and the voting transferee Qianhu pharmaceutical company and qiantou medical have jointly signed the termination agreement. In accordance with the relevant provisions of the company law and the articles of association, the company conducted the election for the reorganization of the board of directors, examined the qualification of the director candidates nominated and recommended by the qualified shareholders through the nomination committee of the board of directors, consulted the opinions of relevant shareholders and sought the opinions of the director candidates themselves, and considered that the following recommended persons met the qualification of directors and were determined as the director candidates for the reorganization and Election:
The company's largest shareholder, six Division state-owned assets company (holding 124769223 shares, accounting for 161768%), was nominated as the candidate for director of the ninth board of directors of Zhuang Yanxun and ye Deming.
Guoheng Investment Co., Ltd., the second largest shareholder of the company (holding 100000000 shares, accounting for 129654%), nominated Kuang Liewen as the candidate for director of the ninth board of directors of the company.
After reviewing the relevant materials of the reorganization and election of the board of directors of the company and the personal resumes of the candidates for directors of the ninth board of directors, we agree that:
(1) Prior approval of all independent directors has been obtained before convening the board of directors to consider the matter;
(2) The nomination of director candidates of the ninth board of directors of the company has been approved by the nominees themselves; We also fully understand the nominee's educational background, professional experience and professional quality, and the nominee has the corresponding ability and conditions;
(3) The nomination procedures and the qualifications of the nominees comply with the provisions of relevant laws and regulations and the articles of association. It is not found that the candidates for directors are not allowed to serve as directors as stipulated in the company law. All the candidates for directors are not dishonest Executees, and there is no situation that they are identified as market prohibited persons by the CSRC and the prohibition has not been lifted, They have not been punished by the CSRC and Shenzhen Stock Exchange, and are qualified to serve as directors of the company;
Therefore, we agree to submit the above director candidates to the general meeting of shareholders for election, and the cumulative voting method will be adopted during the election.
2. Proposal on appointing deputy general manager of the company
We believe that the nomination methods and appointment procedures of the senior managers appointed this time comply with the provisions of the company law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association.
Upon review, the senior managers employed this time have the qualifications suitable for the exercise of their functions and powers, and are not found to be prohibited from serving as senior managers of Listed Companies in accordance with the company law and other laws, regulations, normative documents and the articles of association, and are not listed as dishonest Executees, and have not been punished by the CSRC and other relevant departments and the Shenzhen Stock Exchange.
The appointment of senior managers is based on a full understanding of the qualifications, operation and management experience and business expertise of the employed. The employed person has the professional or industry knowledge necessary to perform his duties, and is competent for the duties of the corresponding posts of the company, which is conducive to the development of the company and does not damage the interests of the company and other shareholders.
It is agreed to appoint Zhuang Yanxun as the deputy general manager of the company. The term of office starts from the date of deliberation and approval of the board of directors to the expiration of the ninth board of directors. 3. Independent opinions on the appointment of the Secretary of the board of directors and securities affairs representative of the company
The independent directors have fully understood and reviewed Ren Yuan's personal resume, educational background and work experience of the newly appointed securities affairs representative. We believe that Renyuan has the necessary qualifications and professional knowledge to perform its duties, has rich experience in operation and management, and has good professional ethics and personal morality. No circumstances specified in Article 146 of the company law have been found, and there are no circumstances that have been determined by the CSRC to be prohibited from entering the market and are still in the period of prohibition, nor have they been punished by the CSRC and the Shenzhen Stock Exchange
