2021 annual report of independent directors
As an independent director of Fspg Hi-Tech Co.Ltd(000973) (hereinafter referred to as “the company”), 2021
In, in strict accordance with the company law, the guidelines for the governance of listed companies and the regulations on the establishment of independent director system in listed companies
According to the guiding opinions, the articles of association, the independent director system and other provisions, attend the board of directors and the general meeting of shareholders of the company,
Diligently perform their duties, put forward constructive opinions or suggestions on the development decisions of the company, and
External guarantee, profit distribution plan, accrual of credit impairment loss and asset impairment loss, change of accounting policy
Related party transactions, foreign exchange trading business, election of directors, appointment of senior managers, renewal of audit institutions, etc
Independent opinions have been provided to effectively safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders and social stakeholders. present
Report the performance of duties as follows:
1、 Attendance at meetings
Attendance in 2021 is as follows:
The mode of attendance and the names of shareholders who should attend this year
Number of on-site meetings of the board of directors number of entrusted attendance (Times) and absence (Times) of the general meeting by communication voting
Luo Shaode 9 6 3 0 4
Zhou Rong 9 3 6 0 01
Yu Yue 9 5 4 0 4
In accordance with relevant laws and regulations, the articles of association, the rules of procedure of the board of directors and the independent director system
According to the requirements of the board of directors, we carefully review all proposals of the board of directors with a rigorous attitude, exercise voting rights and
All the bills voted for. At the same time, we are the development strategy and Investment Review Committee of the board of directors and the audit supervisor
Members of the inspection committee, remuneration and assessment committee, nomination committee and budget management committee attended relevant meetings,
Give full play to the role of members of special committees.
2、 Independent opinions
1. On March 1, 2021, at the 12th meeting of the 10th board of directors of the company, expressed independent opinions on the resignation of the president of the company, the proposed election of directors and the appointment of the president.
2. On March 17, 2021, he expressed independent opinions on the resignation of the chairman of the company.
3. On March 24, 2021, at the 14th meeting of the 10th board of directors of the company, special instructions on the accumulated and current external guarantees of the company in 2020 and the capital transactions between the company and related parties, the profit distribution plan in 2020, the provision of credit impairment loss and asset devaluation loss in 2020, the internal control evaluation report in 2020, the actual occurrence of daily related party transactions of the company in 2020 and the expected differences The company is expected to have daily related party transactions in 2021, carry out foreign exchange transactions in 2021, and formulate the shareholder return plan for the next three years (20212023).
4. On April 28, 2021, at the 15th meeting of the 10th board of directors of the company, the company expressed independent opinions on foreign exchange transactions and changes in accounting policies of the company in the first quarter of 2021.
5. On August 2, 2021, at the 16th meeting of the 10th board of directors of the company, he expressed independent opinions on the election of directors of the company.
6. On August 19, 2021, at the 17th meeting of the 10th board of directors of the company, independent opinions were expressed on the company’s accumulated and current external guarantees in the half year of 2021 and the special description of the company’s capital transactions with related parties, the provision of credit impairment losses and asset impairment losses in the half year of 2021, and the occurrence of foreign exchange transactions in the half year of 2021.
7. On October 28, 2021, at the 18th meeting of the 10th board of directors, the company expressed independent opinions on the company’s provision of credit impairment loss and asset impairment loss in the first three quarters of 2021, the company’s renewal of the appointment of the audit institution and internal control audit institution in 2021.
3、 On site inspection
In 2021, during the on-site board meeting, we conducted many on-site visits to the company; Keep close contact with the company’s directors, senior executives, financial directors and Secretary of the board of directors by telephone and e-mail, timely understand the company’s daily production and operation status, the construction and implementation of management and internal control systems, as well as the implementation of the resolutions of the board of directors and the general meeting of shareholders, pay attention to the impact of external environment and market changes on the company, and timely learn the progress of major matters of the company, Master the operation dynamics of the company.
4、 Performance of duties in the preparation and disclosure of periodic reports
During the preparation and disclosure of the company’s periodic reports, we earnestly performed the responsibilities and obligations of independent directors in strict accordance with the requirements of relevant laws, regulations and normative documents, listened to the company’s management’s comprehensive report on the company’s production and operation and the progress of major matters to the independent directors, and conducted on-site investigation on the company; The annual audit accountant reviewed the annual audit work arrangement and other relevant materials submitted by the company’s chief financial officer before entering the site; After the annual audit accountant issued the preliminary audit opinion, he held a meeting with the annual audit accountant to listen to the preliminary audit opinion issued by the annual audit accountant to the company and communicate the problems found in the audit process.
5、 Work done to protect the legitimate rights and interests of minority shareholders
With a diligent and conscientious attitude, we carefully review the relevant materials provided by the company in advance for the major matters decided by the board of directors, exercise the voting rights independently, objectively and prudently on the board of directors’ meeting proposals, express independent opinions on relevant matters in accordance with the securities regulatory provisions, supervise and verify the performance of duties and information disclosure of directors and senior executives of the company, and actively and effectively perform the duties of independent directors. Participate in the special training of independent directors, learn the new policies and regulations of securities supervision, legal responsibilities for performance of duties and case analysis, enhance the awareness of legal norms, risk prevention and protection of the rights and interests of minority shareholders, improve the ability to perform duties related to financial internal control, and effectively safeguard the legitimate rights and interests of the company and minority shareholders. In addition, we have not proposed to convene the board of directors, proposed to dismiss or dismiss the accounting firm, or independently hired external audit institutions and consulting institutions.
In 2022, in accordance with the requirements of relevant laws and regulations for independent directors, we will continue to exercise the rights of independent directors prudently, seriously, diligently and faithfully, perform the obligations of independent directors more dutifully and safeguard the legitimate rights and interests of the company and shareholders.
Independent directors: Luo Shaode, Zhou Rong, Yu Yue
March 24, 2002
