Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689)
Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) (hereinafter referred to as “the company”), I am in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent directors in listed companies and other relevant laws, regulations and the articles of association of the company According to the provisions of the working system of independent directors, in my work in 2021, I fully exercised the rights conferred by the company, faithfully performed my duties, actively attended the meeting, carefully considered the proposal of the board meeting, expressed fair and objective independent opinions on relevant matters of the company, and safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
In 2021, the company held 9 meetings of the board of directors and 2 general meetings of shareholders (including 1 annual general meeting and 1 extraordinary general meeting of shareholders). I performed my duties diligently in strict accordance with the requirements of relevant laws and regulations without being absent. The attendance at relevant meetings is shown in the table below:
The number of times directors should attend the shareholders’ meeting entrusted by means of communication, the number of times directors attended the meeting, and the number of times directors attended the meeting
Number of meetings
9 9 9 0 0 2
In 2021, I carefully reviewed and verified the relevant materials and matters submitted to the board meeting for consideration, and exercised the voting right in the board of directors with a cautious attitude, safeguarding the overall interests of the company and the interests of minority shareholders. In my opinion, these motions did not harm the interests of all shareholders, especially the interests of small and medium-sized shareholders. Therefore, they all voted in favour without objection or abstention. 2、 Independent opinions
In accordance with the articles of association and relevant laws and regulations, I and two other independent directors have expressed independent opinions on relevant matters of the company, as follows:
Date of independent opinion meeting name and content of meeting
type
On February 23, 2021, the fifth session of the Fourth Board of directors 1. Consent of the state on using its own idle funds
Independent opinions on reverse repurchase investment of bonds in the (Interim) meeting
2. Provision for asset impairment in 2020
Prepared independent opinion
1. Resignation and appointment of the general manager of the company
Independent opinion of the manager
On March 5, 2021, the sixth session of the Fourth Board of directors 2. Independent opinions on the approval of the (Interim) meeting of the Fourth Board of directors of the company by election
3. About daily connected transactions in 2021
Expected independent opinion
1. About profit distribution and capital in 2020
The independent intention of the plan of converting public accumulation fund into share capital
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2. About the company’s internal control in 2020
Independent opinions on self-evaluation report
3. Accumulated and current external guarantees to the company
Occupation by controlling shareholders and other related parties
Special description and independent report on the use of funds
opinion
At the 7th Meeting of the 4th board of directors on April 22, 2021, the controlling shareholder applied for approval from the bank for the company to provide guarantee and connection for the comprehensive credit line
Independent opinion on the transaction
5. Self inspection form for the implementation of internal control rules
Independent opinion of
6. About continuing the company’s 2021 annual audit
Independent opinion of the agency
7. About the remuneration of directors of the company in 2021
Independent opinion on allowances
8. About senior management of the company in 2021
Independent opinion on personnel compensation
On April 27, 2021, the 8th (Interim) meeting of the Fourth Board of directors agreed on the independent opinions on the change of accounting policies
Opinions of the ninth (Interim) meeting of the Fourth Board of directors on the appointment of the Secretary of the board of directors on June 17, 2021
The 10th independent director of the 4th board of directors on controlling shareholders and other related issues
At the meeting on August 25, 2021, special instructions and independent opinions on the occupation of the company’s funds and the company’s consent to external guarantee
On September 29, 2021, the 10th independent opinion of the Fourth Board of directors on the equity transfer of subsidiaries agreed to a (Interim) meeting
Note: for details of independent opinions on the matters in the table, please refer to the company’s website at cninfo.com（ http://www.cn.info.com.cn. ）Relevant announcements of disclosure.
3、 On site investigation of the company
During the reporting period, I took advantage of the opportunity to attend the meeting on site to investigate and understand the company, and kept in touch with the company’s directors, Secretary of the board of directors, financial director and other relevant staff to understand the company’s daily production, operation and financial status, and obtain the information required for making decisions. The cumulative working time exceeded 10 days.
4、 Work done in protecting the rights and interests of investors
1. During the reporting period, I continued to pay attention to the company’s information disclosure, effectively supervised and verified the timely and accurate disclosure of the required information, and promoted the company to truly, timely, completely and accurately perform the obligation of information disclosure in strict accordance with the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of companies listed on the main board and the company’s information disclosure management system, And strengthen voluntary disclosure, ensure the equality and openness of the company’s investor relations management activities, ensure the fairness of the company’s information disclosure, and effectively safeguard the legitimate rights and interests of investors and public shareholders.
2. Carefully reviewed the proposals of each board of directors, checked and supervised the progress of the company’s fund-raising management, related party transactions, business development and investment projects, and required the company to provide relevant materials in advance for careful review of major matters considered and decided by the board of directors, so as to exercise voting rights independently, objectively and prudently, and safeguard the legitimate rights and interests of the company and minority shareholders. In addition, it also supervised and verified the performance of directors and senior managers, information disclosure and internal system construction of the company.
5、 Training and learning
In 2021, by studying relevant laws, rules and regulations, I deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the 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 interests of social public shareholders.
6、 Other matters
1. There is no proposal to hold a meeting of the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions;
Contact information: independent director Zhang Guangning email: Zhang [email protected].
Independent director: Zhang Guangning
