Ningbo Fubang Jingye Group Co.Ltd(600768)
Report on the work of independent directors in 2021 (Yang Guang)
As an independent director of the 9th board of directors of Ningbo Fubang Jingye Group Co.Ltd(600768) (hereinafter referred to as “the company”), I have strictly complied with the provisions and requirements of the company law, the guidelines for the governance of listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association, the system of independent directors of the company and relevant laws and regulations during the reporting period Objectively exercise the rights and obligations of independent directors, actively participate in relevant meetings of the company, strictly express independent opinions on relevant matters, and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
Yang Guang: male, born in February 1965, master of business administration, senior accountant. He has successively served as Hubei Huang
Deputy chief of Finance Department of Okayama Aluminum Group Co., Ltd., manager of Finance Department of Hubei Fuji Aluminum Co., Ltd., deputy manager of Finance Department of good children’s products Co., Ltd., etc. He is now an associate professor of Finance and accounting department of Business School of Zhejiang Wanli University.
2、 Annual performance of independent directors
(I) attendance at board meetings
In this year, it should be involved in whether the communicating party has been entrusted and absent by independent directors for two consecutive times
Plus the number of times of attending the board meeting without attending the meeting in person
Number of times
Yang Guang 7 7 6 0 0 0 no
In 2021, the company held 7 meetings of the board of directors. I conducted strict procedural review and comprehensive content evaluation on the relevant proposals of the board of directors, fully exercised the functions and powers of independent directors on the decisions on relevant major matters I learned, and expressed independent opinions on corresponding matters in accordance with laws and regulations. I believe that the contents of relevant proposals are complete and the procedures are legal. During the reporting period, I voted in favour of the relevant proposals considered at all previous board meetings, and there was no negative vote or abstention.
(II) attendance at the general meeting of shareholders
In 2021, the company held a total of two general meetings of shareholders, all of which I attended in person. As an independent director, I carefully checked the meeting materials and expressed independent opinions on the relevant proposals considered by the general meeting of shareholders.
(III) performance of duties in various professional committees
The board of directors of the company has four professional committees: Strategy Committee, audit committee, remuneration and assessment committee and Nomination Committee. As an independent director, I serve as the chairman of the audit committee and the member of the remuneration and assessment committee.
In 2021, as an independent director, I actively expressed independent opinions on major issues related to the company in accordance with the requirements of the rules of procedure of the professional committee, and learned about the operation of the company and other relevant information through meetings of independent directors; Timely communicate with the external audit accountant, supervise and review the annual audit work of the external audit accounting firm, and review the financial statements, audit reports and internal audit summary; Reviewed the implementation of the remuneration standards of the company’s directors and senior managers.
(IV) on site investigation and the company’s cooperation with independent directors
The management of the company attaches great importance to the communication with independent directors, and reports the company’s production and operation and the progress of major events to us through board meetings, independent directors’ meetings, on-site discussions, etc., providing complete conditions and support for us to perform our duties. During normal working hours, we also maintain communication with directors and senior managers of the company through telephone, e-mail, wechat and other communication channels to understand the relevant situation of the company in real time.
3、 Key matters concerned in the annual performance of independent directors
In 2021, I focused on the following matters. After checking the relevant materials, I made an independent and clear judgment on the legality and compliance of relevant decisions, implementation and disclosure of various matters, and expressed independent opinions. The details are as follows:
(I) related party transactions
In strict accordance with the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies and other relevant laws and regulations, as well as the provisions of the articles of association, I have expressed independent opinions on the company’s daily operational related party transactions and other matters. I believe that the related party transactions between the company and related parties meet the needs of the company’s actual operation, are carried out under the premise of legal procedures, and the pricing is fair and reasonable; The transaction is fair, just and open, which is in line with the overall interests of the company; Conducive to the development of relevant main businesses of the company; There are no circumstances that damage the interests of the company, minority shareholders and non affiliated shareholders.
(II) external guarantee and fund occupation
In strict accordance with the requirements of the notice on regulating the capital transactions between listed companies and related parties and the external guarantees of listed companies and other documents, I reviewed the capital transactions and external guarantees between the company and related parties in 2021. In my opinion, during the reporting period, there was no case that the funds and assets of the listed company were occupied by the actual controller or other related persons. Other capital transactions between the company and related parties are the normal business capital transactions of the company in daily sales, purchase of goods and acceptance of labor services, and there is no occupation of the company’s funds by the company’s controlling shareholders and related parties. The guarantee matters considered by the board of directors comply with the provisions of relevant laws and regulations, the voting procedures are legal and effective, the risk is controllable and in line with the interests of the company.
(III) use of raised funds
During the reporting period, the company did not use the raised funds.
(IV) remuneration of directors and senior managers of the company
During the reporting period, the remuneration scheme of the company’s directors and senior managers in 2021 met the relevant assessment management measures and assessment indicators of the company, and comprehensively considered the actual situation and operating results of the company, which was more conducive to the long-term development of the company.
(V) performance forecast
During the reporting period, the company issued a suggestive announcement on Ningbo Fubang Jingye Group Co.Ltd(600768) 2020 annual performance loss on January 30, 2021 in accordance with the Listing Rules of Shanghai Stock Exchange and other relevant systems, which met the regulatory requirements.
(VI) performance of commitments of the company and shareholders
During the reporting period, the company, its controlling shareholders and actual controllers did not fail to fulfill their commitments. (VII) implementation of information disclosure
The information disclosure of the company in 2021 follows the three principles of “openness, fairness and impartiality”, which is basically true, accurate and complete, without false records, misleading statements or obvious major omissions.
The company or insiders of inside information are not found to use the inside information to seek profits for themselves or others.
(VIII) implementation of internal control
In 2021, the company operated in strict accordance with the company law, the securities law, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of Shanghai Stock Exchange, continued to improve the corporate governance rules, and gradually improved the level of corporate governance and the transparency of information disclosure; At the same time, based on the basic norms of enterprise internal control and the application guidelines of enterprise internal control issued by five ministries and commissions, the company continued to steadily promote the construction of internal control system and further strengthen the implementation and implementation of internal control.
(IX) operation of the board of directors and its subordinate special committees
In 2021, the board of directors of the company and its subordinate professional committees actively carried out their work, earnestly performed their duties, and the overall operation was standardized.
4、 Overall evaluation and recommendations
In 2021, the board of directors, senior managers and relevant staff of the company gave active and effective cooperation and support to our independent directors in the process of performing their duties. I hereby express my gratitude. As an independent director of the company, based on the principles of objectivity, impartiality and independence, I earnestly performed my duties, participated in the decision-making of major matters of the company, performed my duties diligently, gave full play to the role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of shareholders, especially minority shareholders.
During the performance of my duties in 2022, I will continue to adhere to the principles of prudence, diligence and loyalty and the spirit of being responsible to the company and all shareholders, further strengthen communication with the company’s directors, supervisors and management through various ways, constantly strengthen learning, improve professional level and decision-making ability, and play a positive role in protecting the legitimate rights and interests of investors, especially small and medium-sized shareholders, and accelerating the transformation and upgrading of the company’s stable operation.
Independent director: Yang Guang April 1, 2022
