Unisplendour Corporation Limited(000938)
2021 annual report of independent directors
As an independent director of Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”), in strict accordance with the requirements of the company law, the code for corporate governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other laws, regulations and other normative documents, In my work in 2021, I performed my duties honestly, diligently and conscientiously, actively participated in the company’s daily business activities, guaranteed the independence of exercising my duties, and earnestly safeguarded the interests of the company as a whole and all shareholders, especially the legitimate rights and interests of minority shareholders. The performance of duties in 2021 is reported as follows: I. attendance at the board of directors and shareholders’ meeting of the company
In 2021, the company held 11 board meetings, and I attended the meeting in person on time. At the same time, he also participated in one annual general meeting and four extraordinary general meetings held by the company. At the meeting of the board of directors, he actively participated in the discussion and put forward reasonable suggestions, carefully considered various proposals, expressed independent opinions on relevant matters, and voted in favour of all proposals considered by the board of directors. In the process of work, the company timely informed the board of directors of the matters considered, provided sufficient information, regularly communicated with me about the company’s operation and progress, attached great importance to and seriously adopted my suggestions, ensured the independent directors’ right to know and provided good conditions for the independent directors to perform their duties. I also attach great importance to the meeting documents provided by the company and the communication activities held by the company, and timely understand the business status and development strategy of the company through various channels.
As a member of the audit committee of the seventh board of directors of the company, he attended the daily working meeting of the Audit Committee on time, timely understood the company’s financial and operating conditions, and paid attention to the establishment, improvement and standardized operation of the company’s internal control system; As a member of the remuneration and assessment committee of the seventh board of directors and the chairman of the remuneration and assessment committee of the eighth board of directors, he convened and participated in the meetings of the remuneration and Assessment Committee on time, actively participated in the daily work of the remuneration and assessment committee, earnestly performed his duties, and gave full play to the role of the professional committee in the operation of the company. 2、 Independent opinions issued in 2021
1. Prior to the 51st meeting of the seventh board of directors of the company, the company made a pre deliberation on the expected matters of the company’s daily connected transactions in 2021 and issued a pre approval opinion. At the 51st meeting of the 7th board of directors held on March 19, 2021, independent opinions were expressed on the fact that the actual amount of the company’s daily connected transactions in 2020 was lower than the expected amount and the expected amount of the company’s daily connected transactions in 2021.
2. Prior to the 52nd meeting of the seventh board of directors of the company, the company made a prior deliberation on the employment of 2021 financial report and internal control audit institution and the financial service cooperation between the company and Tsinghua Holding Group Finance Co., Ltd., and issued a prior approval opinion. At the 52nd meeting of the 7th board of directors held on April 23, 2021, on the occupation of funds by related parties, on the company’s external guarantee, on the company’s 2020 profit distribution plan, on the employment of 2021 financial report and internal control audit institution, on the company’s 2020 internal control evaluation report, on the changes of the company’s accounting policies and supplementary accounting estimates Independent opinions were expressed on the signing of the financial service agreement between the company and Tsinghua Holding Group Finance Co., Ltd., the provision of guarantee for comprehensive credit application and related party transactions for subsidiaries, the risk assessment report on the company’s deposit and loan business in Tsinghua Holding Group Finance Co., Ltd., the risk disposal plan for the company’s deposit and loan business in Tsinghua Holding Group Finance Co., Ltd., and the general election of the board of directors.
3. Prior to the 55th meeting of the seventh board of directors of the company, the company conducted prior deliberation on the capital increase and related party transactions of holding subsidiaries and issued prior approval opinions. At the 55th meeting of the seventh board of directors held on May 14, 2021, he expressed independent opinions on capital increase and related party transactions of holding subsidiaries.
4. The first meeting of the eighth board of directors on the appointment of senior managers was held on May 17, 2021.
5. At the second meeting of the eighth board of directors held on June 4, 2021, independent opinions were expressed on the extension of the validity period of the resolutions of the general meeting of shareholders of non-public offering of shares.
6. Prior to the fourth meeting of the eighth board of directors of the company, the risk continuous assessment report on the company’s deposit and loan business in Tsinghua Holding Group Finance Co., Ltd. was reviewed in advance and the prior approval opinions were issued. At the fourth meeting of the 8th board of directors held on August 27, 2021, independent opinions were expressed on the continuous risk assessment report on the occupation of funds by related parties, the external guarantee of the company and the deposit and loan business of the company in Tsinghua Holding Group Finance Co., Ltd.
7. At the sixth meeting of the eighth board of directors held on December 10, 2021, independent opinions were expressed on matters related to the development of foreign exchange hedging business and the use of self owned idle funds for entrusted financial management. 3、 Work done in protecting the rights and interests of investors
1. In 2021, I reasonably arranged time to work on the site of the company, carefully understood the actual situation of the company’s operation and management, paid close attention to the improvement and implementation of the company’s internal control system, and paid close attention to the company’s non-public offering of shares, foreign investment, foreign guarantee, related party transactions Actively participate in the discussion, put forward reasonable suggestions, and exercise voting rights independently, objectively and prudently, so as to provide reference for the scientific decision-making of the board of directors.
2. The company’s legitimate, complete and effective disclosure of information shall be verified, and the company’s rights and interests shall be maintained in a timely and effective manner.
3. In order to effectively perform my duties, I pay attention to learning the latest laws, regulations and various rules and regulations, deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of social public shareholders, form the judgment and awareness of consciously strengthening the protection of the interests of all shareholders, and constantly improve the ability to protect the interests of the company and investors. 4、 Work done in 2021 audit
During the preparation and disclosure of the company’s 2021 annual report, the company earnestly performed the duties and obligations of independent directors, listened to the reports of the management and conducted field visits, reviewed the annual audit work arrangement and relevant materials before the entry of the certified public accountant, and held a meeting with the annual audit certified public accountant to communicate the problems found in the audit process after the annual audit certified public accountant issued preliminary audit opinions and before the board meeting was held to review the annual report, Give full play to the guiding and supervisory role of independent directors. 5、 Other working conditions
In 2021, independent directors did not propose to hold a board meeting or a general meeting of shareholders; There is no proposal to hire or dismiss an accounting firm; There is no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to perform my duties diligently, independently and impartially, safeguard the legitimate rights and interests of minority shareholders, give full play to my professional knowledge and experience, strengthen communication with the board of directors, the board of supervisors and the management of the company, put forward more constructive opinions, improve the rationality, legitimacy and scientificity of the decision-making of the board of directors, actively give full play to the professional, independent and supervisory role of independent directors, and jointly promote the rapid, healthy and Sustainable development.
Independent director: Wang Xinxin
March 25, 2022
