2021 annual report of independent directors of the company
As an independent director of Chongqingyukaifaco.Ltd(000514) (hereinafter referred to as "the company"), I faithfully performed the duties of independent directors in 2021 in strict accordance with the provisions of relevant laws, regulations and rules, such as the company law, the guiding opinions on the establishment of independent directors in listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines on internal control of listed companies, the articles of association, the working system of independent directors of the company and so on, The board of directors diligently and prudently exercised their independent opinions on the 2021 annual meeting and expressed their opinions on relevant matters. The work in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, the ninth board of directors of the company held 15 meetings of the board of directors and 6 meetings of shareholders. My attendance at the meeting is as follows:
The independent directors shall attend the board of directors' personal entrustment and attend the shareholder's remarks in absentia the number of meetings the number of seats the number of meetings the number of meetings
Chen Xujiang 15 15 0 05
I have no objection to the proposals and other matters considered by the board of directors, and have voted in favour of all the proposals of the board of directors.
2、 Independent opinions
In 2021, in accordance with the requirements of relevant regulations, after understanding the situation and consulting relevant documents, I independently reviewed the semi annual fund occupation and external guarantee of related parties, hired an annual audit institution, borrowed money from the controlling shareholder Dongcheng investment group and issued independent opinions.
1. On January 11, 2021, the company held the sixth meeting of the ninth board of directors in an on-site manner, deliberated and adopted the proposal on borrowing from the controlling shareholder Chongqing urban investment and related party transactions and the proposal on convening the first extraordinary general meeting of shareholders in 2021. I recognized the related party transaction in advance and expressed independent opinions.
2. On March 24, 2021, the company held the 9th meeting of the 9th board of directors on site, The meeting deliberated and approved the company's 2020 financial final accounts report, the company's 2020 work report of the board of directors, the company's 2020 profit distribution proposal, the company's 2020 work report of independent directors, the company's 2020 internal control self-evaluation report, the proposal on the company's chairman's 2020 salary, the proposal on the company's senior executives' 2020 salary and the full text of the company's 2020 annual report And the summary of the company's 2020 annual report and the proposal on convening the company's 2020 annual general meeting of shareholders. I have expressed independent opinions on the fund occupation and external guarantee of the company's related parties, profit distribution in 2020, self-evaluation report on the company's internal control, and salary assessment of the company's chairman and senior executives in 2020.
3. On June 25, 2021, the company held the 12th meeting of the 9th board of directors on site, The meeting deliberated and adopted the proposal on Revising the management system for information disclosure of debt financing instruments of Chongqingyukaifaco.Ltd(000514) non-financial enterprises, the proposal on capital increase and share expansion of wholly-owned subsidiaries by public listing, and the proposal on providing financial assistance to joint-stock companies Proposal on continuing to bear joint and several guarantee liabilities for joint-stock companies performing the contract for the transfer of state-owned construction land use right and sharing joint and several guarantee liabilities with new investors; proposal on convening the third extraordinary general meeting of shareholders of the company in 2021. I have expressed independent opinions on the company's external financial assistance and joint and several guarantee liability.
4. On August 4, 2021, the company held the 13th meeting of the 9th board of directors through on-site combined communication. The meeting deliberated and adopted the proposal on Revising the company's financial management system, the full text of the company's 2021 semi annual report and the summary of the company's 2021 semi annual report. I have expressed independent opinions on the occupation of funds and external guarantee of related parties of the company.
5. On November 15, 2021, the company held the 17th meeting of the ninth board of directors by means of communication. The meeting deliberated and adopted the proposal on hiring Chongqing Kanghua Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution in 2021 and the proposal on increasing the proposal of the fourth extraordinary general meeting of the company in 2021. After reviewing and understanding the matter in advance, I gave my prior approval opinions and independent opinions.
6. On November 30, 2021, the company held the 18th meeting of the 9th board of directors by means of communication, The meeting deliberated and adopted the proposal on formulating the company's compliance management measures, the proposal on formulating the company's general legal adviser system, the proposal on appointing the company's general legal adviser, the proposal on continuing Chongqing (south bank) Convention and exhibition special funds and related party transactions, and the proposal on convening the company's fifth extraordinary general meeting in 2021. I recognized the related party transactions in advance and expressed independent opinions.
7. On December 28, 2021, the company held the 19th meeting of the 9th board of directors on site, The meeting deliberated and adopted the proposal on the company's "14th five year plan" development plan, the proposal on formulating the implementation measures for collective decision-making on "three important and one large" matters of the company, the proposal on Revising the working rules of the general manager of the company, the proposal on investment and lending and related party transactions from the controlling shareholder Chongqing City, and the proposal on convening the first extraordinary general meeting of the company in 2022. I recognized the related party transactions in advance and expressed independent opinions.
8. On December 30, 2021, the company held the 20th meeting of the ninth board of directors by on-site combined communication, The meeting deliberated and adopted the proposal on electing the chairman of the company, the proposal on by electing members of professional committees, the proposal on appointing the general manager of the company, the proposal on electing directors of the company, the proposal on adjusting the loan interest rate from the controlling shareholder Chongqing urban investment, and the proposal on convening the second extraordinary general meeting of the company in 2022. I approved the adjustment of the loan interest rate of related party transactions in advance, and expressed independent opinions on the election of the chairman, the qualification of the general manager and directors, and the adjustment of the loan interest rate of related party transactions.
3、 Participation in the work of special committees of the board of directors
1. As the chairman of the remuneration and assessment committee of the ninth board of directors, I actively participate in the daily work of the professional committee in strict accordance with the working system of the remuneration and assessment committee of the board of directors. According to the completion of the company's main financial indicators and business objectives in 2020, and in combination with the work scope and main responsibilities of the company's senior executives, I conducted performance evaluation on the company's senior executives, and proposed the annual salary amount of the company's senior executives according to the performance evaluation results and salary distribution policies, which was submitted to the board of directors for deliberation.
2. As a member of the audit and risk committee of the 9th board of directors, in order to ensure the progress and quality of the audit work of the 2020 annual report, I communicated with the accounting firm on the audit work arrangement of the company in 2020 in accordance with the relevant requirements of the CSRC, and negotiated and determined the time arrangement of the audit work of the company in 2020. Before the annual audit CPA enters the site, I carefully reviewed the first draft of the 2020 annual financial report prepared by the company and issued a written opinion on the financial and accounting statements prepared by the company before the annual audit CPA enters the site. During the preparation of the 2020 annual report, we communicated with the annual audit certified public accountants through meetings and other forms, supervised the progress of the audit work, and evaluated and summarized the work of the annual audit certified public accountants. The audit and risk management committee meeting was held to review the company's 2020 annual financial statement report and agreed to submit it to the board of directors for review. According to Article 25 of the measures for the administration of financial final accounts reports of Municipal State owned enterprises issued by Chongqing state owned assets supervision and Administration Commission, "in principle, the audit intermediary institution shall not continuously undertake the audit business of the annual financial final accounts of the same enterprise for more than 5 years. In case of special circumstances, the audit period may be appropriately extended after the application of the enterprise level by level and the consent of the municipal SASAC, but the continuous audit period shall not exceed 8 years." Tianjian Certified Public Accountants (special general partnership), which has provided audit services for the company for 8 consecutive years, has not been renewed. Our audit and risk committee selected the annual financial audit institution and internal control audit institution in 2021 through competitive comparison, and strictly reviewed the professional ability, independence and integrity of the winning unit.
4、 Work done in protecting the legitimate rights and interests of public shareholders
1. Daily work
In 2021, I gave full play to the role of the professional committee and independent director of the board of directors of the company. As a member of the professional committee under the board of directors of the company, I actively participated in the deliberation and decision-making of major matters of the company by making use of professional knowledge and practical experience such as economy and accounting, carried out annual assessment and audit of the company's profit distribution, senior executives, appointed the company's general counsel, by elected the company's general manager A series of major issues such as the by election of directors of the ninth board of directors and members of relevant professional committees were effectively reviewed and supervised, and independent opinions were expressed on necessary matters in accordance with relevant regulations.
2. Site investigation
In 2021, I took advantage of the opportunity of attending the board of directors and shareholders' meeting and other time to understand the operation of the company, including participating in the interview before the preparation of the 14th five year plan, participating in the symposium during the preparation of the 14th five year plan, and on-the-spot investigating the proposed expansion projects of the company. Pay attention to the publicity and reports related to the company through news media, newspapers, magazines, networks and other media, pay attention to the impact of external environment and market changes on the company at any time, and give full play to the responsibilities of independent directors. For the specific contents of major matters that need to be decided by the board of directors, such as business development, related party transactions, financial operation, selection and employment of audit institutions, risk control, etc., they asked for relevant information in detail and fully expressed their opinions at the board of directors, which effectively promoted the scientificity and objectivity of the decision-making of the board of directors.
3. Information disclosure of the company
During the reporting period, the company made true, accurate, timely and complete information disclosure in strict accordance with the laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the company's information disclosure management system, without any errors.
4. Supervision of corporate governance activities
In 2021, in order to improve the governance level, according to the requirements of the CSRC and based on the principle of seeking truth from facts, the management of the company seriously carried out self-examination on the governance of the company in recent three years, checked the standard and table, combed the standardized operation of corporate governance, and found no violation of the company.
The company continues to improve and perfect the company's system to ensure that the company's production, operation and management and other work have rules to follow, and all systems can be effectively implemented, which ensures the normal production and operation of the company and plays a good role in supporting and promoting the standardized operation and healthy development of the company. In 2021, the board of directors revised the contract management measures, the general manager's working rules and the financial management system, and formulated the compliance management measures, the general legal adviser system and the implementation measures for collective decision-making on "three important and one major" matters of the company.
5. Implement the protection of the legitimate rights and interests of public shareholders
(1) Effectively supervise and verify the company's information disclosure, ensure the authenticity, accuracy, integrity and timeliness of the company's information disclosure, ensure that all shareholders have equal access to information, urge the company to strengthen voluntary information disclosure, and effectively safeguard the legitimate rights and interests of shareholders, especially public shareholders. Assist the company to promote the construction of investor relations, promote the benign communication between the company and investors, let the company understand the requirements of minority shareholders, and deepen investors' understanding and recognition of the company.
(2) During the preparation and disclosure of the company's 2020 annual report, carefully listen to the report of the company's management on the annual production and operation and the progress of major events, understand and master the audit work arrangement and audit progress of the company's 2020 annual report, carefully review the relevant materials of the annual report, and effectively communicate with accountants to ensure that the audit report fully reflects the real situation of the company, Effectively safeguard the interests of the company and the majority of public shareholders.
(3) In 2021, for the proposals submitted to the board of directors for deliberation, I carefully consulted relevant documents, exercised my voting rights independently, objectively and prudently, and expressed independent opinions on necessary matters. Actively cooperate with the registration and filing of insiders of the company and safeguard the interests of all investors.
6. Self learning
Carefully read the "Board Office observation" sent by the company every month, and timely grasp the latest relevant laws, regulations and rules. Carefully study the criminal punishment amendment of the people's Republic of China (11), strengthen their own risk awareness, and improve their professional quality and ability to perform their duties.
5、 Other work
1. I have not proposed to convene the board of directors.
2. I have not proposed to re appoint or dismiss the accounting firm.
3. I have not independently employed external audit institutions and consulting institutions.
4. During the reporting period, the company provided necessary working conditions for independent directors and gave strong cooperation to the work of independent directors. I can also ensure sufficient time to perform my duties, insist on carefully reviewing the proposal materials before the meeting of the board of directors, fully express the review opinions at the board of directors, and exercise the voting rights independently, objectively and prudently on this basis.
The above is my report on my performance of duties in 2021. In 2022, in strict accordance with the requirements of relevant laws and regulations and the articles of Association for independent directors, I will continue to perform my duties cautiously, seriously, diligently and faithfully during my term of office, promote the independent, fair and efficient operation of the board of directors, and safeguard the legitimate rights and interests of minority shareholders, especially the public shareholders; Strengthen the communication and cooperation with the board of directors, the board of supervisors and the management of the company, deeply understand the production and operation of the company, and give better play to the role of supervising the production and operation management of the company. At the same time, make use of their own professional knowledge and experience to provide more constructive opinions for the company, especially in industry research, investment projects, strategic planning and other aspects, so as to provide useful reference for the decision-making of the board of directors and promote the sustainable, stable and healthy development of the company.
Independent director: Chen Xujiang
March 26, 2022
