Beijing Oriental Jicheng Co.Ltd(002819)
2021 annual report of independent directors
(Zhang Shufan)
As an independent director of Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as “the company”), I faithfully and diligently performed the duties of independent directors and exercised the powers conferred by the company independently, prudently and responsibly in accordance with the provisions and requirements of the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies and other relevant laws and regulations, as well as the articles of association and the working system of independent directors, Safeguarding the interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors held by the company, carefully reviewed the meeting materials, exercised my voting rights independently, objectively and prudently, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors.
1. Attendance at the board of directors in 2021
Should be present at the site to be entrusted by the corresponding party. Is there two consecutive absences
Name and number of seats attended the meeting several times without going out in person
Number of meetings
Zhang Shufan 13 0 13 0 0 no
Note: the company held the 33rd meeting of the 4th board of directors on June 25, 2021 and proposed to elect candidates for independent directors of the 5th board of directors. Mr. Zhang Shufan continued to serve as independent directors of the company after being elected at the second extraordinary general meeting of shareholders in 2021 held by the company on July 12, 2021.
2. Objections raised
I voted in favor of all the proposals considered at the board meeting in 2021, without objection or abstention. Relevant approval procedures have been performed, which is legal and effective.
2、 Independent opinions
On February 23, 2021, the 28th meeting of the Fourth Board of directors issued independent opinions on matters related to the company’s issuance of shares to purchase assets and raising supporting funds and related party transactions, and on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation results. They agreed with the above proposals.
On March 23, 2021, the 30th meeting of the Fourth Board of directors issued independent opinions on the company’s 2020 annual profit distribution plan, the special report of the board of directors on the annual storage and actual use of raised funds, the independent opinion on the company’s 2020 annual internal control self-evaluation report, the independent opinion on the renewal of the accounting firm Independent opinions on the expected daily related party transactions of the company in 2021, independent directors’ opinions on using their own idle funds to purchase low-risk financial products, independent opinions on matters related to the company’s external guarantee and capital transactions with related parties in 2020, independent opinions on providing guarantee to the holding subsidiary, and independent directors’ opinions on dongke factoring, the holding subsidiary of the company, accepting financial assistance and related party transactions, Agree with the above proposals.
On April 28, 2021, the 31st meeting of the 4th board of directors issued independent opinions on adjusting the grant price of restricted shares reserved for grant under the restricted stock incentive plan in 2018, on the repurchase and cancellation of some restricted shares, on matters related to the reserved grant of stock options and restricted stock incentive plan in 2020, and on the change of accounting policies, Agree with the above proposals.
On June 11, 2021, the 32nd meeting of the 4th board of directors issued independent opinions on the joint investment and related party transactions between the company and professional institutions, and agreed to the above proposal.
On June 25, 2021, the 33rd meeting of the 4th board of directors issued independent opinions on the election of non independent director candidates of the 5th board of directors of the company, independent opinions on the election of independent director candidates of the 5th board of directors of the company, and independent opinions on the proposal on independent director allowance of the 5th board of directors of the company, and agreed to the above proposals.
On July 12, 2021, the first meeting of the Fifth Board of directors issued an independent opinion on the appointment of senior managers of the company and agreed to the above proposal.
On August 27, 2021, the third meeting of the Fifth Board of directors issued independent opinions on the special report on the deposit and use of the company’s raised funds in the half year of 2021, the special explanation and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee, and the independent opinions on the closing of the raised investment projects related to the initial public offering and the cancellation of the special account for raised funds. They agreed with the above proposals.
On October 29, 2021, the fourth meeting of the Fifth Board of directors issued an independent opinion on the proposal to adjust the 2020 stock option and restricted stock incentive plan, and agreed to the above proposal.
On November 19, 2021, the fifth meeting of the Fifth Board of directors issued independent opinions on the proposal of using the raised funds to replace the self raised funds that pay the intermediary fees in advance, and the proposal on the achievement of the second lifting of the restrictions on the sale of restricted shares granted for the first time in the restricted stock incentive plan in 2018 and the lifting of the restrictions on the sale of restricted shares reserved for grant in the first lifting of the restrictions on the sale of restricted shares, and agreed to the above proposals.
On December 20, 2021, the sixth meeting of the Fifth Board of directors issued independent opinions on adjusting the equity repurchase price granted by the restricted stock incentive plan in 2018, independent opinions on the cancellation of partial restricted stock repurchase, independent opinions on adjusting the amount of using its own funds to purchase financial products, and independent opinions on providing guarantee for its holding subsidiaries, and agreed to the above proposals.
3、 On site investigation and office work of the company
I made an on-site inspection of the company’s financial situation and other business conditions in 2021. And keep close contact with other directors, senior managers and relevant staff of the company by telephone or e-mail, timely pay attention to the impact of external environment and market changes on the company, pay attention to relevant reports, and be able to timely understand and master the progress of major matters of the company.
4、 Work of special committees of the board of directors
During my tenure in 2021, I actively participated in relevant work and activities carried out by various committees. During the reporting period, I actively participated in the meeting. According to the actual situation of the company and my professional knowledge, I timely understood and put forward suggestions on the company’s business data, internal control and audit work, which were adopted by the company. The specific work is as follows:
1. Audit Committee of the board of directors
In 2021, as a member of the audit committee of the board of directors, he participated in the audit committee meeting for 4 times, mainly deliberated the internal audit financial report submitted by the company’s internal audit department, supervised and guided the work of the internal audit department, and deliberated and passed the 2020 annual profit distribution plan, the proposal on renewing the appointment of accounting firms and other proposals.
During the preparation and audit of the 2021 annual report, the audit committee communicated with the audit institution to determine the audit schedule of the annual financial report, audited the company’s financial statements and formed a written internal audit report.
2. Nomination Committee of the board of directors
In 2021, as a member of the nomination committee of the company, he participated in two meetings of the nomination committee to discuss relevant proposals on the election of candidates for non independent directors of the Fifth Board of directors, candidates for independent directors of the Fifth Board of directors and the appointment of senior managers of the company.
3. Remuneration and assessment committee of the board of directors
In 2021, as the chairman of the remuneration and appraisal committee of the company, he participated in four meetings of the remuneration and appraisal committee to discuss the remuneration of directors, supervisors and senior managers of the company in 2020, the allowance for independent directors of the Fifth Board of directors, the adjustment of stock options and restricted stock incentive plan in 2020, and the second batch of restricted stock incentive plan in 2018.
4. Strategy Committee of the board of directors
In 2021, as a member of the company’s strategy committee, I participated in one meeting of the strategy committee to discuss the work report of the board of directors in 2021.
5、 Work done in protecting the rights and interests of investors
1. Perform duties diligently and express opinions objectively
As an independent director of the company, I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the independent director system of the company, attend the board meeting of the company on time, carefully consider various proposals, objectively express my opinions and views, make independent and impartial judgments with my professional knowledge, and effectively protect the interests of minority shareholders.
2. Continue to pay attention to the company’s information disclosure
During the reporting period, I actively supervised the timeliness, accuracy, integrity and authenticity of the company’s information disclosure, promoted the company to timely and accurately disclose periodic reports and other matters that have a significant impact on the company, and let the public shareholders know the latest situation of the company in time.
3. Improve their ability to perform their duties
I actively study the latest laws, regulations and rules, and actively participate in various trainings.
4. Deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, so as to effectively strengthen the ability to protect the interests of the company and investors and form the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
6、 Other work conditions of myself
(I) there is no proposal to convene the board of directors;
(II) there is no proposed employment or dismissal of accounting firms;
(III) there is no independent employment of external audit institutions and consulting institutions.
The above is my report on Zhang Shufan’s performance of duties in 2021.
In 2022, I will spare more time to learn about the company’s business, study laws and regulations and documents related to strengthening the supervision of listed companies, continue to perform the obligations of independent directors in the spirit of integrity and diligence, in accordance with the provisions and requirements of laws and regulations and the articles of association, give full play to the role of independent directors, and resolutely safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
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Independent director: Zhang Shufan March 28, 2022
