Foshan Electrical And Lighting Co.Ltd(000541)
2021 annual report of independent directors
Board of directors:
As an independent director of Foshan Electrical And Lighting Co.Ltd(000541) (hereinafter referred to as "the company"), in 2021, in accordance with the provisions and requirements of the company law, the securities law, the guiding opinions on the independent director system of listed companies, the articles of association and other relevant laws, regulations and rules, we performed our duties with due diligence, independence, prudence and Exercise the rights of independent directors granted by shareholders and the company in a responsible manner, actively participate in the board of directors of the company, and express fair and objective independent opinions on major issues considered by the board of directors, which has played a positive role in the scientific decision-making, standardized operation and development of the company. The performance of the duties of independent directors in 2021 is reported as follows: I. attendance at the board of directors and special committees in 2021
In 2021, the company held 18 board meetings, and we participated in each meeting. The details are as follows:
Name of independent director: number of times of attendance in person, number of times of absence and number of times of attending shareholders' Board meetings as nonvoting delegates in this year
Dou Linping 18 0 4
Li Xiyuan 9 9 0 02
Zhang Renshou 9 9 0 01
Zhang Nan 9 9 0 0 2
Lu Rui 9 0 0 1
Note: Ms. Zhang Nan and Mr. Lu Rui, the former independent directors, applied for resignation from the independent directors of the ninth board of directors for personal reasons on July 8, 2021. In view of the fact that the resignation of Ms. Zhang Nan and Mr. Lu Rui will result in the number of independent directors of the company being less than one-third of the total number of members of the board of directors, in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, Ms. Zhang Nan, Lu Rui
Mr. Zhang's resignation took effect after the company held the first extraordinary general meeting of shareholders in 2021 on September 18, 2021 to elect new independent directors.
In 2021, we attended the board of directors during the year and voted in favour of all proposals considered by the board of directors.
In 2021, we attended the meetings of the special committees of the board of directors during the year. During the reporting period, the audit committee held three meetings, mainly to consider the accountants' opinions on the company's financial audit and internal control audit in 2020, the work summary of the audit department, and the suggestions on the renewal of the accounting firm; The nomination committee held two meetings to consider the qualifications of candidates for independent directors and Secretary of the board of directors; The remuneration and assessment committee held two meetings, mainly to review the remuneration of the company's leading group in 2020, adjust the allowance of independent directors, and abolish the company's implementation plan for the establishment of equity incentive system for middle and senior managers. 2、 Independent opinions in 2021
In 2021, we carefully reviewed the important matters that require the opinions of independent directors, including but not limited to the annual profit distribution and related party transactions of the company, and issued written opinions of independent directors. The main contents are as follows:
1. On January 27, 2021, the company held the 8th meeting of the 9th board of directors. We expressed independent opinions on the special instructions on the large difference between the actual amount of daily connected transactions in 2020 and the expected amount, the proposal on the expected daily connected transactions in 2021, and the proposal on carrying out forward foreign exchange settlement business, Issued pre audit opinions on the proposal on daily connected transactions expected in 2021.
2. On April 7, 2021, the company held the 9th meeting of the 9th board of directors. We expressed independent opinions on the 2020 profit distribution plan, the proposal on the 2020 internal control evaluation report, the company's fund occupation and external guarantee, the deposit related to Guangsheng finance company and the proposal on using some idle funds for cash management.
3. Opinions on the review of the proposal on the purchase of shares of the company and the ninth meeting of the board of directors held on September 23, 2024.
4. On May 19, 2021, the company held the 12th meeting of the 9th board of directors, and we expressed independent opinions on the proposal on appointing the Secretary of the board of directors.
5. On May 21, 2021, the company held the 13th meeting of the ninth board of directors, and we expressed independent opinions on the proposal on adjustment and disposal of property assets.
6. On June 23, 2021, the company held the 14th meeting of the 9th board of directors, and we expressed independent opinions on the proposal on merger and acquisition of Nanning Liaowang lamp Co., Ltd. 7. On August 16, 2021, the company held the 15th meeting of the ninth board of directors, and we expressed independent opinions on the proposal on purchasing directors' and supervisors' high liability insurance.
8. On August 25, 2021, the company held the 16th meeting of the ninth board of directors. We made comments on the occupation of funds by related parties, special instructions on external guarantee, the development of long-term foreign exchange settlement business in the first half of 2021, the proposal on asset disposal, the proposal on nominating Li Xiyuan and Zhang Renshou as candidates for independent directors of the company The proposal on Nanning Liaowang applying for comprehensive credit line from Guangsheng finance company, the proposal on developing foreign exchange hedging business and the proposal on accounting policy change issued independent opinions, and issued pre audit opinions on the proposal on Nanning Liaowang applying for comprehensive credit line from Guangsheng finance company.
9. On September 28, 2021, the company held the 17th meeting of the ninth board of directors. We issued pre audit opinions and independent opinions on the proposal on major asset purchase and related party transactions and the proposal on signing the financial service agreement with Guangdong Guangsheng Finance Co., Ltd.
10. On October 27, 2021, the company held the 19th meeting of the ninth board of directors. We issued pre audit opinions and independent opinions on relevant matters of the proposal on major asset purchase and related party transactions, and issued independent opinions on the independence of valuation institutions involved in the reorganization, the rationality of valuation assumptions, the correlation between valuation methods and valuation purposes, and the fairness of valuation and pricing.
11. On October 29, 2021, the company held the 20th meeting of the ninth board of directors, and we issued independent opinions on the proposal on changing part of self use real estate into investment real estate and adopting cost model for measurement.
12. On November 8, 2021, the company held the 21st Meeting of the ninth board of directors. We issued independent opinions on the proposal on transferring 51% equity of wholly-owned subsidiaries, and issued pre audit opinions and independent opinions on the proposal on renewing the appointment of audit institutions in 2021.
13. On November 23, 2021, the company held the 23rd Meeting of the 9th board of directors, and we issued independent opinions on the proposal on the disposal of property assets and the proposal on applying for loans from the China Development Bank.
14. On December 15, 2021, the company held the 24th Meeting of the 9th board of directors. We expressed independent opinions on the proposal on the expropriation of land and aboveground houses of the wholly-owned subsidiary Nanjing fozhaoming Equipment Manufacturing Co., Ltd. and the proposal on the implementation plan for the 2020 salary examination and verification of the company's leading group.
15. On December 29, 2021, the company held the 25th meeting of the ninth board of directors, and we made independent comments on the special statement on the large difference between the actual amount and the estimated amount of daily connected transactions in 2021 and the proposal on adjusting the allowance of independent directors, and made pre audit comments and independent comments on the proposal on the estimation of daily connected transactions in 2022. 3、 Daily work and work done to protect the rights and interests of investors
1. Carefully study the laws and regulations, departmental rules and normative documents of the state and regulatory authorities, and 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 and improve the performance ability and work level and further promote the standardized operation of the company.
2. Actively perform the duties of independent directors. First, for major matters that need to be considered and decided at the meeting of the board of directors, we first carefully review the proposal materials provided by the board of directors, exercise our voting rights independently, objectively and prudently, express our opinions at the board of directors, and promote the legality and compliance of the decision-making procedures of the board of directors. Second, in the process of annual audit, actively communicate with accountants, carefully listen to reports and put forward opinions to ensure the legal compliance of major matters such as the preparation of the company's annual financial report, internal control and related party transactions.
3. During the reporting period, in accordance with the provisions of the company law, the securities law, the governance standards for listed companies, the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements, we regularly listened carefully to the reports of external audit institutions and internal audit departments on the company's internal control, and put forward opinions on the improvement of the company's internal control normative system in combination with the actual operation of the company, And will continue to pay attention to and supervise the improvement plan proposed by the company.
4. Continue to pay attention to the company's information disclosure, urge the company to perform the obligation of information disclosure in a true, accurate, complete and timely manner in strict accordance with the requirements of laws and regulations such as the measures for the administration of information disclosure and the Listing Rules of Shenzhen Stock Exchange, so as to ensure the fairness of the company's information disclosure and effectively safeguard the legitimate rights and interests of investors.
5. Continue to pay attention to the company's production and operation, listen to the report of the company's management on the company's operation, the progress of key investment projects and the implementation of the resolutions of the board of directors through various forms, pay attention to the impact of industry situation and external market changes on the company's operation, and put forward opinions and suggestions on the company's operation and development in combination with their own experience. 4、 Other situations of exercising special functions and powers of independent directors
In 2021, the company operated normally, the convening of the board of directors and the general meeting of shareholders complied with the legal procedures, and the relevant procedures were implemented for major business decisions, which were legal and effective. Therefore, in 2021, we did not propose to convene the board of directors, propose to convene an extraordinary general meeting of shareholders to the board of directors, or independently employ external audit institutions and consulting institutions.
The above is our report on the performance of our duties in 2021. In 2022, we will continue to adhere to the principles of seriousness, diligence and prudence and the spirit of being responsible to the company and all shareholders, perform various responsibilities of independent directors in accordance with the provisions and requirements of relevant national laws and regulations, strengthen communication and cooperation with the board of directors and management of the company, ensure the expression of objective and fair independent opinions and give full play to the role of independent directors, Better safeguard the legitimate rights and interests of shareholders, especially minority shareholders. It is hoped that under the leadership of the board of directors, the company will operate more steadily, standardize operation, enhance the profitability of the company and make the company develop continuously, stably and healthily in the new year.
Independent director: Li Xiyuan, Zhang Renshou, Dou Linping
March 30, 2022
