Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) independent director’s report for 2021
April, 2002
Dear shareholders
As an independent director of Shanghai Ganglian E-Commerce Holdings Co.Ltd(300226) the 5th board of directors, in 2021, in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and other laws and regulations, as well as the requirements of the articles of association, independent director system and other company systems, Faithfully perform the duties of independent directors, give full play to the role of independent directors, be diligent and conscientious, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director to all shareholders as follows:
1、 Attendance at meetings
During the term of office in 2021, with the attitude of diligence and diligence, I actively participated in the meetings of the board of directors of the company, carefully considered the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions. During the year, I personally participated in the board of directors 8 times and entrusted other independent directors to attend the meetings 0 times. There was no case that I did not attend the meetings in person twice in a row. All proposals considered by the board of directors are approved.
2、 Daily work
During my term of office in 2021, I carefully considered various proposals put forward by the board of directors, and carefully reviewed the information introduced and materials provided by the company in advance for all matters that need to be decided by the board of directors. According to the development needs of the company, as the chairman of the nomination committee, I presided over the daily work of the nomination committee in accordance with the provisions of the independent director system, the working rules of the nomination committee and other relevant systems, and provided professional opinions on the appointment of directors and senior managers for the company. As a member of the audit committee, he participated in the daily work of the audit committee, reviewed the company’s internal control system and implementation, and regularly understood the company’s financial status and operation. As a member of the Remuneration Committee, participate in the daily work of the Remuneration Committee, review the remuneration of the company’s directors, supervisors and senior managers, and provide good suggestions for the company to formulate competitive remuneration policies.
At the same time, during my term of office in 2021, I understood the dynamics of the company through various forms, and was not affected by the company’s major shareholders, actual controllers or other units or individuals with interests in the company, so as to protect the legitimate rights and interests of minority shareholders.
3、 Independent opinions
During the term of office in 2021, as an independent director of the company, I expressed independent opinions on relevant matters as follows:
1. On February 3, 2021, at the 9th meeting of the 5th board of directors, independent opinions were expressed on the company’s restricted stock incentive plan 2021 (Draft) and its abstract, the scientificity and rationality of the indicators set in the restricted stock incentive plan 2021, and the appointment of senior managers.
2. On February 6, 2021, at the 10th meeting of the 5th board of directors, independent opinions were expressed on adjusting the list and number of incentive objects of the company’s restricted stock incentive plan in 2021 and granting restricted shares to incentive objects for the first time.
3. On March 30, 2021, at the 11th meeting of the 5th board of directors, in view of confirming the daily related party transactions in 2020 and the daily related party transactions in 2021, renewing the mutual loans and related party transactions of the audit institution, the company and its holding subsidiaries in 2021, the loans and related party transactions of gangyin e-commerce from Ganglian Internet of things, the loans and related party transactions of gangyin e-commerce from Longzhi fund, the loans and related party transactions of gangyin e-commerce from Zhiwei industry and trade Gangyin e-commerce has expressed its prior approval and independent opinions on the matters of Zhijin trade loan and related party transaction; In view of the occupation of the company’s funds by the controlling shareholders and other related parties, the company’s external guarantees, the company’s internal control self-evaluation report, the company’s related party transactions in 2020, the profit distribution plan in 2020, the directors’ remuneration in 2020, the remuneration plan in 2021, the remuneration plan for senior managers in 2020 and the remuneration plan in 2021, ICBC e-commerce and its subsidiaries continue to carry out hedging business, Steel bank e-commerce and its subsidiaries continued to carry out foreign exchange hedging business and issued special instructions and independent opinions.
4. On April 28, 2021, the 12th meeting of the 5th board of directors issued independent opinions on the implementation of the new leasing standards and the change of relevant accounting policies.
5. On May 14, 2021, at the 13th meeting of the 5th board of directors, the company issued prior approval and independent opinions on the loan and related party transaction from the controlling shareholder of the company by the holding subsidiary gangyin e-commerce.
6. On June 28, 2021, at the 14th meeting of the 5th board of directors, independent opinions were expressed on the by election of non independent directors of the 5th board of directors.
7. On July 30, 2021, at the 15th meeting of the Fifth Board of directors, prior approval and independent opinions were expressed on the loan from related parties by steel bank e-commerce; Special instructions and independent opinions on the occupation of the company’s funds and the company’s external guarantees by the controlling shareholders and other related parties in the first half of 2021.
During the term of office in 2021, the major matters considered by the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, reflecting the principles of openness, fairness and impartiality. The company’s procedures for considering and voting on major matters are legal and effective. When considering related party transactions, the related directors and related shareholders avoided voting, without harming the company and all shareholders, Especially the interests of minority shareholders.
4、 Other work to protect investors’ rights and interests
1. Information disclosure. Supervise the company to disclose information truthfully, accurately, completely, timely and fairly in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, Shenzhen Stock Exchange listed companies’ information disclosure guidelines and other laws and regulations, as well as the relevant provisions of the company’s information disclosure system.
2. Work on management and governance institutions. In strict accordance with the requirements of relevant laws and regulations and the company’s system, maintain the independence as an independent director and actively supervise the operation and management activities of the company. Always perform various duties diligently, pay attention to the establishment and improvement of the company’s internal governance structure, supervise the implementation of the resolutions of the board of directors and the general meeting of shareholders, and protect the legitimate rights and interests of investors, especially small and medium-sized shareholders.
5、 Learning situation
During the reporting period, we focused on learning national laws, regulations and various rules and regulations, especially the special provisions for GEM companies; Actively participate in various training activities organized by Shenzhen Stock Exchange, securities regulatory bureau and the company; Constantly urge themselves to have an in-depth understanding and standardize the corporate governance structure, protect the rights and interests of the public shareholders, and provide better suggestions for the company’s scientific decision-making and risk prevention and control.
6、 Exercise of special functions and powers of independent directors
During the term of office in 2021, as an independent director of the company, I did not exercise the following special functions and powers:
1. Propose to the board of directors to convene an extraordinary general meeting of shareholders;
2. Propose to convene the board of directors;
3. Independent engagement of external audit institutions and consulting institutions;
4. Solicit voting rights from shareholders in public before the general meeting of shareholders is held.
It is hereby reported.
Independent director: Zhou Xu
April 15, 2022
