Report on the work of independent directors in 2021
As an independent director of Oriental Times Media Corporation(002175) (hereinafter referred to as "the company"), we strictly abide by the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the articles of association In accordance with the requirements of the relevant provisions of the company's independent director working system, we earnestly performed the duties of independent directors, exercised the rights of independent directors carefully and diligently, gave full play to the role of independent directors, and effectively safeguarded the legitimate rights and interests of the company and all shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
1. During the reporting period, three independent directors of the seventh board of directors of the company performed their duties, namely Mr. Chen Shouzhong, Mr. Ding Jian'an and Mr. Shou Qi. The specific personal information is as follows:
Mr. Chen Shouzhong, Chinese nationality, without permanent residency abroad, was born in 1963. He is a member of the Communist Party of China, doctor of economics, Professor, certified public accountant (non practicing), certified asset appraiser. In June 1984, he graduated from the Department of finance of the Central Institute of Finance (now the Central University of Finance and Economics) and stayed in the school to teach; From 1984 to 1987, worked in the Organization Department of the Party committee of the Central University of Finance and economics; From 1987 to 1997, he worked in the agricultural finance teaching and research office and enterprise finance teaching and Research Office of the Department of finance of the Central University of Finance and economics; Associate professor and deputy director of the Department of Finance and economics of the Central University from 1997 to 2003; From December 2003 to now, Professor of financial management department, School of accounting, Central University of Finance and economics. He served as an independent director of the company on March 29, 2019. Has obtained the qualification certificate of independent director.
Mr. Ding Jian'an, Chinese nationality, without permanent residency abroad, was born in 1979. He is a member of the agricultural and industrial Democratic Party, doctor of law, associate professor, and has a legal practice qualification certificate (not yet practicing). In July 2004, after graduating from the Law School of Jilin University and obtaining the master's degree of law, he went to teach in the law department of Changchun TAX COLLEGE (now the Law School of Jilin University of Finance and Economics); In September 2006, he returned to the Law School of Jilin University to study for a doctorate; In July 2009, he graduated as a doctoral student and obtained a doctor of law degree. In August of the same year, he went to teach in the economic law teaching and Research Department of Wangjian Law School of Suzhou University; He won the title of associate professor in 2014; Since 2019, he has also served as the director of the teaching and Research Office of economic law. He was elected as an independent director of the company on December 29, 2020. Has obtained the qualification certificate of independent director.
Mr. Shouqi, Chinese nationality, without overseas residency, born in 1981, master of economics, holder of CFA qualification and CAIA qualification. He used to be a lecturer at Xianda School of economics and humanities, Shanghai Foreign Studies University, assistant vice president of HSBC Private Bank and investment manager of Huaguang capital. Since October 2011, he has served as the global investment director of skyboundcapital group, and is now also the director of Hong Kong Branch of CAIA Association. On March 1, 2018, he was elected as an independent director of the company. Has obtained the qualification certificate of independent director.
2、 Attendance at company meetings and voting
In 2021, the company held 8 meetings of the board of directors and 6 meetings of shareholders.
In this report, the absent directors are entrusted by communication to attend the board of directors in the form of directors who should attend the meeting twice. The name of the meeting plus the number of times of the board of directors plus the number of times of the board of directors plus the number of times of the board of directors
Chen Shouzhong 8 0 8 0 0 0 No 6
Ding Jian'an 8 0 8 0 0 0 No 6
Shouqi 8 0 8 0 0 0 No 6
In 2021, during our tenure, we attended all the meetings of the board of directors and the meetings of the special committees of the board of directors, acted with caution and diligence, carefully read the meeting materials of the board of directors and the special committees submitted by the company, and expressed clear opinions on the items discussed. We continued to pay attention to the company's daily operating conditions, the impact of major events and policy changes on the company, and asked the company's management in a timely manner, which received a timely reply from the company's management. In 2021, on the basis of careful review of various proposals of the board of directors and other matters of the company, we issued professional opinions and independent opinions in accordance with relevant regulations of the regulatory authorities.
3、 Independent opinions
1. On March 26, 2021, the independent opinion on the proposal of appointing the company's chief financial officer.
2. On March 29, 2021, independent opinions on the proposal of signing the contract for agent construction management service and sales management consulting service, the framework agreement for entrusted operation management service and related party transactions.
3. On April 19, 2021, the independent opinion on the company's intention to apply to the court for reorganization (or pre reorganization).
4. On April 29, 2021, the independent opinions on the capital occupation of the largest shareholder and its related parties in 2020 and the external guarantee of the company, the independent opinions on the self-evaluation report of the company's internal control in 2020, the independent opinions on the change of accounting policies Independent opinions of the board of directors on the matters involved in the audit report on the non-standard audit opinion issued by the accounting firm on the company's 2020 financial statements, independent opinions on the profit distribution in 2020, independent opinions on the confirmation of the company's 2020 non-independent director, executive compensation scheme and independent director allowance scheme, independent opinions on the general election of the board of directors Independent opinions on the renewal of the accounting firm and the related party transactions to borrow temporary working capital from major shareholders and their related parties.
5. On August 10, 2021, special instructions and independent opinions on the occupation of funds by the largest shareholder and its related parties and the external guarantee of the company.
4、 Performance of special committees of the board of directors
The board of directors of the company has established four professional committees: Audit Committee, nomination committee, salary and assessment committee and Strategy Committee. As members of the committee, they mainly performed the following duties during their tenure in 2021:
1. Performance of the audit committee of the board of directors
In 2021, the audit committee held three meetings.
All members of the audit committee attended the meeting on time. The time and contents of the meeting are as follows: the eighth meeting of the sixth audit committee was held on April 29, 2021 to consider the annual report of 2020 and the report of the first quarter of 2021, the renewal of the accounting firm and other related matters. The first meeting of the seventh audit committee was held on August 30, 2021 to consider matters related to the 2021 semi annual report. The second meeting of the seventh audit committee was held on October 29, 2021 to consider matters related to the third quarter report of 2021 and the internal control system. During the reporting period, all members of the seventh audit committee performed their duties strictly.
2. Performance of the nomination committee of the board of directors
The responsibility of the nomination committee is to study the selection criteria and procedures of directors and managers and make suggestions, widely search for qualified candidates for directors and managers, review candidates for directors and managers and make suggestions. In 2021, the nomination committee held two meetings, and all members of the nomination committee attended the meeting on time. The time and contents of the meeting are as follows: the fourth meeting of the sixth nomination committee was held on March 26, 2021 to consider the proposal on the appointment of the company's chief financial officer. The fifth meeting of the sixth nomination committee was held on April 29, 2021 to consider the proposal for the general election of the board of directors.
3. Performance of the remuneration and assessment committee of the board of directors
The responsibility of the remuneration and assessment committee is to study the assessment standards of directors and managers, conduct assessment, put forward suggestions, study and review the remuneration policies and schemes of directors and senior managers. In 2021, the remuneration and assessment committee held a meeting, and all members of the remuneration and assessment committee attended the meeting on time. The first meeting of the independent directors and the executive compensation scheme of the company was held on April 29, 2020, and the time of the first meeting of the independent directors and the executive compensation scheme was confirmed as follows. During the reporting period, all members of the remuneration and assessment committee of the board of directors performed their duties strictly. 4. Performance of the strategic development committee of the board of directors
The main responsibility of the strategy committee is to study and make suggestions on the company's long-term development strategy and major investment decisions. In 2021, the strategic development committee did not hold a formal meeting, but the strategic committee of the board of directors of the company will closely follow the strategic development requirements of the company, pay close attention to the impact of national macroeconomic policies and industrial structure adjustment on the company, and timely put forward suggestions on transformation and upgrading, capital operation, long-term development planning and other matters to the board of directors of the company.
5、 On site investigation of the company
In 2021, we took the opportunity of attending the board of directors and the general meeting of shareholders for many times to understand the company's operation, management, the implementation of internal control system, the implementation of resolutions of the board of directors, the implementation of resolutions of the general meeting of shareholders, development strategy and industrial market development, and listened to the reports of relevant personnel of the company; At the same time, keep close contact with the company's directors, senior managers and relevant staff by telephone and e-mail, always pay attention to the impact of the external environment on market changes and the company, timely grasp the operation status of the company, and safeguard the legitimate interests of the company and minority shareholders.
6、 Work done in protecting the rights and interests of investors
1. During the reporting period, we performed our duties in strict accordance with the provisions of relevant laws and regulations, the articles of association and the working system of independent directors, actively participated in the meetings of the board of directors of the company, carefully consulted relevant documents and materials, conducted timely investigation, inquired with relevant departments and personnel on the proposals submitted to the board of directors, and independently, objectively and impartially exercised our voting rights by using our professional knowledge, Maintain full independence in work and serve all shareholders cautiously, faithfully and diligently.
2. During our tenure, we earnestly performed the duties and obligations of independent directors in the preparation and audit of the company's annual financial report: before the annual audit certified public accountant entered the audit, we carefully listened to the report of the company's management on the company's operation and the progress of major matters, communicated with the annual audit certified public accountant, and learned in detail the audit plan, audit work arrangement and other relevant information of the company's annual financial report; After the annual audit CPA issues the preliminary audit opinion, communicate with the annual audit CPA in time, pay attention to the problems found in the audit process, and ensure the authenticity, accuracy and integrity of the disclosure of the company's annual report.
3. Pay attention to learning the latest laws, regulations and various rules and regulations of the CSRC and Shenzhen Stock Exchange, actively participate in the relevant training organized by the regulatory authorities, the exchange and the company in various ways, fully understand the management systems of listed companies, continuously improve the ability to perform their duties, form the ideological awareness of consciously protecting the rights and interests of public shareholders, and provide better opinions and suggestions for the company's scientific decision-making and risk prevention, Promote the company's further standardized operation.
7、 Other matters
1. In 2021, there was no proposal to hold a meeting of the board of directors;
2. In 2021, there was no proposed employment or dismissal of accounting firms;
3. In 2021, there was no external audit institution or consulting institution.
In 2022, as the independent director of the seventh board of directors, the company will continue to conscientiously, diligently and faithfully perform the duties of independent directors in the spirit of integrity and diligence, in strict accordance with the requirements of relevant laws and regulations, and play its role in improving the scientific decision-making of the board of directors and objectively and fairly protecting the legitimate rights and interests of investors Oriental Times Media Corporation(002175) independent directors: Chen Shouzhong, Ding Jian'an, Shouqi March 25, 2022
