Chacha Food Company Limited(002557)
2021 annual report of independent directors
Dear directors
As an independent director of Chacha Food Company Limited(002557) (hereinafter referred to as “the company”), in 2021, in accordance with the provisions and requirements of the company law, the securities law, the rules for independent directors of listed companies, the articles of association, the appointment and discussion system of independent directors of the company and relevant laws and regulations, he performed his duties with due diligence, safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, and actively played the role of independent directors, It has better safeguarded the legitimate rights and interests of the company and public shareholders. The performance of duties in 2021 is reported as follows: I. attendance at the meeting
In 2021, the 5th board of directors of the company held 11 meetings. My attendance at the meeting is as follows:
The name should be the actual attendance at the meeting, the on-site attendance at the meeting and the communication voting at the meeting
Number of meetings
Xu Jingming 11 0
In 2021, the company held four general meetings of shareholders, and I attended the first extraordinary general meeting of shareholders in 2020 and the annual general meeting of shareholders in 2019.
In my opinion, the convening and convening procedures of the board of directors and the general meeting of shareholders of the company in 2021 meet the legal requirements, perform legal and effective decision-making procedures for major business matters, and independent directors put forward professional and independent opinions and suggestions. Based on the principles of diligence, pragmatism, honesty and responsibility, I voted in favor of all proposals of the board of directors and other matters of the company during the reporting period without raising any objection. 2、 Independent opinions
In 2021, I scrupulously performed my duties and duties, understood the operation of the company in detail, and expressed independent opinions on relevant matters as follows:
Type of opinion of independent board of directors
Independent opinions on the appointment of deputy general manager of the company issued by the 5th board of directors
On January 8, 2021, the eighth meeting of the board of directors approved the independent opinions on providing external financial assistance and the independent opinions on the company’s employee stock ownership plan
Independent opinions on profit distribution in 2020
Report on self evaluation of internal control in 2020
Independent opinions on the deposit of raised funds in 2020
Independent opinions on the situation of and use, and on partial raising
Closing of capital investment projects and transfer the remaining raised funds to super
Independent opinions on the fund raising account, about 2021
Pre approval opinions and independent opinions of daily connected transactions
On April 15, 2021, for the fifth session of the board of directors, for the approval and independent opinions of the ninth meeting of the prior consent day meeting on the renewal of the appointment of the audit institution in 2021, and for the use of the audit institution
Independent opinions on purchasing financial products with raised funds
Application for comprehensive credit line of commercial banks in 2021
Independent opinions on the proposal, on the use of self owned funds
Independent opinions on investment and financial management of the bank
Special description and independent guarantee of major related party transactions
Independent opinions on providing guarantee for subsidiaries
See
The 10th meeting of the 5th board of directors on April 21, 2021
On April 29, 2021, for the 11th meeting of the 5th board of directors on the independent consent of the company to participate in the establishment of investment fund, see
On June 29, 2021, the 12th meeting of the 5th board of directors agreed to the independent opinions on the company’s employee stock ownership plan
On the deposit and of the company’s raised funds in the half year of 2021
Independent opinions on the use of the 5th board of directors on August 19, 2021, and special opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties at the 14th meeting of the consent day meeting
Notes and independent opinions
On September 6, 2021, the independent opinions on adjusting the purpose of share repurchase of the company issued by the 5th board of directors and the independent opinions on share repurchase of the company issued by the 15th meeting of the board of directors were agreed
On October 28, 2021, on the proposal of the 5th board of directors on the joint investment of wholly-owned subsidiaries and professional investment institutions
Independent opinions on the 16th meeting of the conference, prior approval opinions and independent opinions on increasing daily related party transaction consent estimates
On November 19, 2021, about the independent opinions on the 17th meeting of the board of directors’ meeting on the proposed joint investment of wholly-owned subsidiaries and professional investment institutions
On the cooperation and investment between the company and professional investment institutions
On December 9, 2021, the opinions on the prior approval of the transactions of the 5th board of directors, and the independent opinions on the company’s intention to cooperate with professional investment institutions and related party transactions at the 18th meeting of the board of directors
See
The full text of the opinions of the above independent directors is disclosed on cninfo.com.
3、 On site investigation of the company
As an independent director of the company, I faithfully perform my duties as an independent director. During the reporting period, I conducted on-site inspection on the company’s production and operation status, the construction and implementation of management and internal control systems, the implementation of resolutions of the board of directors and the implementation of information disclosure. No abnormalities and major defects were found in the on-site inspection.
4、 Work done in protecting the rights and interests of investors
In 2021, I asked the company to provide relevant materials for the review of relevant proposals considered by the board of directors, especially those involving the interests of small and medium-sized investors. On this basis, I used my professional knowledge, independently, objectively and prudently exercised the voting right, issued prior approval opinions and independent opinions, and effectively safeguarded the legitimate rights and interests of the company and the majority of small and medium-sized shareholders.
In 2021, I continued to pay attention to the information disclosure of the company, and urged the company to disclose information in strict accordance with the requirements of relevant laws, regulations and documents such as the securities law, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board, so as to ensure the fairness, impartiality, authenticity, accuracy and integrity of the company’s information disclosure.
5、 Performance of professional committees
As a member of the 5th Strategy Committee and chairman of the nomination committee of the company. During the reporting period, as a member of the strategy committee, he fully understood and analyzed the company’s strategy, participated in the company’s strategy review meeting, put forward his own suggestions on the company’s foreign investment, actively and effectively performed the duties of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and the majority of public shareholders. 6、 Other matters
(I) not proposing to convene the board of directors;
(II) there is no proposal to convene an extraordinary general meeting of shareholders;
(III) not proposing to employ or dismiss the accounting firm;
(IV) no independent external audit institutions and consulting institutions were hired.
In 2022, I will, as always, work diligently and conscientiously, make use of my professional knowledge and experience to provide more constructive suggestions for the development of the company, strengthen communication and cooperation with the company’s board of directors, board of supervisors and management, and provide reference opinions for the decision-making of the board of directors, so as to improve the company’s decision-making level and business performance, and protect the legitimate rights and interests of minority shareholders from infringement.
Independent director: Xu Jingming April 11, 2002
Chacha Food Company Limited(002557)
2021 annual report of independent directors
Dear directors
As an independent director of Chacha Food Company Limited(002557) (hereinafter referred to as “the company”), in 2021, in accordance with the provisions and requirements of the company law, the securities law, the rules for independent directors of listed companies, the articles of association, the appointment and discussion system of independent directors of the company and relevant laws and regulations, he performed his duties with due diligence, safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, and actively played the role of independent directors, It has better safeguarded the legitimate rights and interests of the company and public shareholders. The performance of duties in 2021 is reported as follows: I. attendance at the meeting
In 2021, the 5th board of directors of the company held 11 meetings. My attendance at the meeting is as follows:
Name should be present at the meeting, actual attendance at the meeting, on-site attendance at the meeting, communication voting attendance
Number of meetings
Wang Dalian 11 0
In 2021, the company held four general meetings of shareholders. I attended the first extraordinary general meeting of shareholders in 2021, the annual general meeting of shareholders in 2020 and the third extraordinary general meeting of shareholders in 2021.
In my opinion, the convening and convening procedures of the board of directors and the general meeting of shareholders of the company in 2021 meet the legal requirements, perform legal and effective decision-making procedures for major business matters, and independent directors put forward professional and independent opinions and suggestions. Based on the principles of diligence, pragmatism, honesty and responsibility, I voted in favor of all proposals of the board of directors and other matters of the company during the reporting period without raising any objection. 2、 Independent opinions
In 2021, I scrupulously performed my duties and duties, understood the operation of the company in detail, and expressed independent opinions on relevant matters as follows:
Type of opinion of independent board of directors
Independent opinions on the appointment of deputy general manager of the company issued by the 5th board of directors
On January 8, 2021, the eighth meeting of the board of directors approved the independent opinions on providing external financial assistance and the independent opinions on the company’s employee stock ownership plan
Independent opinions on profit distribution in 2020
Report on self evaluation of internal control in 2020
Independent opinions on the deposit of raised funds in 2020
Independent opinions on the situation of and use, and on partial raising
