Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
Report on the work of independent directors in 2021
As an independent director of Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) (hereinafter referred to as “the company”), in 2021, we learned about the actual operation of the company in time and actively attended the meetings of the board of directors and the general meeting of shareholders in strict accordance with the guiding opinions on the establishment of independent director system by listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other normative documents, as well as the articles of association and the working system of independent directors of the company, Carefully review various proposals and safeguard the interests of the company and shareholders. Now we report our work in 2021 as follows:
1、 Attendance at meetings
In 2021, the company held 8 meetings of the board of directors and 1 general meeting of shareholders. In 2021, the independent directors of the company attended the meeting of the board of directors and the general meeting of shareholders as required, and voted in favour of all proposals considered by the board of directors.
The attendance and voting of independent directors at the meeting of the board of directors and the general meeting of shareholders in 2021 are as follows:
Number of times that shareholders should attend the board meeting in person or vote against the board meeting in person
Wang Guoliang 8 800 01
Teng Xiaomei 8 8 0 0 1
Building Xiangyang 8 800 01
Number of board meetings held during the year 8
Including: the number of meetings held on site 3
Number of meetings held by means of communication voting 5
Number of shareholders’ meetings held during the year 1
2、 Independent opinions
In 2021, the opinions of independent directors are as follows:
S / N comment time independent comment item comment type
1. On January 25, 2021, the independent opinion on the prediction of the company’s daily connected transactions in 2021 was agreed
Special opinions on the company’s 2020 related party fund occupation and external guarantee compliance
Independent opinions on the company’s internal control evaluation report in 2020
2. On April 13, 2021, the independent opinion on the company’s profit distribution plan for 2020 was agreed
Independent opinions on the company’s 2020 senior management compensation plan agreed
Independent opinions on the company’s provision for asset impairment in 2020
Independent opinions on using self owned funds for cash management in 2021
Independent opinion on the renewal of accounting firm
Independent opinion and agreement on increasing the forecast of daily connected transactions
3. Independent opinion on change of accounting policy on April 22, 2021
Independent opinion on the achievement of the first grant of the company’s 2020 stock option and restricted stock incentive plan agreeing to an exercise / restricted sale period / lifting of restricted sale conditions
4. On July 7, 2021, the independent opinion on the achievement of the company’s 2020 stock option and restricted stock incentive plan’s reservation and grant part agreeing to an exercise / restricted sale period / lifting of restricted sale conditions
Independent opinions on the appointment of senior managers by the board of directors
Special opinions on the occupation of the company’s funds by controlling shareholders and other related parties compliance
5. Compliance of special opinions on external guarantee on July 30, 2021
Special opinions and compliance of forward foreign exchange trading business of wholly-owned subsidiary
6. On September 26, 2021, the independent opinion on the sale of wholly-owned subsidiaries was agreed
3、 Annual performance priorities of independent directors
1. Protect the rights and interests of investors
During the reporting period, we urged the company to improve the company’s information disclosure management system in strict accordance with the requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the information disclosure management measures; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy and integrity of the company’s information and fulfill the obligation of information disclosure.
Through in-depth understanding of the improvement and implementation of the company’s production and operation, internal control and other systems, the implementation of the resolutions of the board of directors and other related matters, we paid attention to the company’s daily operation and governance, timely understood the company’s daily operation and possible business risks, obtained the information and materials required for making decisions, fully expressed our opinions at the board meeting, and actively and effectively performed our duties, Protect the rights and interests of investors.
2. Site visit to the company
During the reporting period, we communicated with the company’s management and responsible departments through on-site, telephone, e-mail and other means to timely understand the company’s daily operation and possible risks, and actively pay attention to the implementation of the resolutions of the board of directors, the implementation of information disclosure, the construction and implementation of internal control system and the progress of major matters. It has played a positive role in the scientific decision-making of the board of directors and the healthy development of the company.
3. Special committees and performance of duties
The board of directors of the company has four special committees: Strategy Committee, audit committee, salary and assessment committee and Nomination Committee. Each special committee of the board of directors includes two independent directors, among which Ms. Teng Xiaomei, Mr. Lou Xiangyang and Mr. Wang Guoliang are the director of the audit committee, the director of the nomination committee and the director of the remuneration and assessment committee respectively. During the reporting period, independent directors conscientiously performed their duties in each committee in accordance with the implementation rules of the special committee of the board of directors, paid attention to the corporate governance structure and standardized operation, earnestly performed their duties in strict accordance with the implementation rules of the special committee, and put forward professional opinions to the board of directors, giving full play to the role of independent directors.
4. Annual audit
During the audit of the company’s 2020 financial report, the audit committee shall timely confirm the audit plan with the annual audit accounting firm, pay attention to the audit process and actively communicate with the accounting firm; Carefully listen to the audit report, review the company’s financial statements and audit reports, and ensure that the 2020 audit report is issued on time and the disclosed financial report is true, accurate and complete.
5. Self learning
In order to better perform our duties and give full play to the role of independent directors, we timely understand and study the latest laws, regulations and various rules and regulations, deepen our understanding and understanding of relevant regulations, improve our ability to perform our duties, actively safeguard the interests of shareholders of the public, and provide opinions and suggestions for the scientific decision-making and risk prevention of the company.
4、 Summary
As an independent director of the company, in 2021, we conscientiously performed our duties, attended the board of directors on time, reviewed various proposals of the company, put forward suggestions for the company from the perspective of strategy, finance, law, management and other professionals, maintained good communication with the company’s management, and paid attention to the implementation of the company’s production and operation, governance and information disclosure, so as to perform the duties of an independent director. Put forward opinions and suggestions on major matters of the company and play a positive role in making correct decisions for the board of directors.
In 2022, we will continue to strengthen communication with the directors, supervisors and management of the company, exercise the rights of independent directors, fulfill the obligations of independent directors and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in strict accordance with the relevant provisions of the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, the articles of association and other relevant laws and regulations.
Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) independent director Wang Guoliang Teng Xiaomei building Xiangyang March 25, 2002
