Report on the work of independent directors in 2021
Guangzhou Jinyi Media Corporation(002905)
Report on the work of independent directors in 2021
Since I served as an independent director of Guangzhou Jinyi Media Corporation(002905) (hereinafter referred to as “the company”) in 2016, I have performed my duties and faithfully performed corresponding duties in accordance with the provisions and requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the articles of Association, several provisions on strengthening the protection of the rights and interests of public shareholders, the working rules for independent directors of the company and relevant laws and regulations, Actively attended the board of directors, the remuneration and assessment committee and the nomination committee of the board of directors, attended the general meeting of shareholders as nonvoting delegates, carefully considered various proposals of the board of directors and special committees, expressed independent opinions on relevant matters of the company, gave full play to the supervisory role of independent directors, and effectively safeguarded the interests of the company and shareholders, especially the public shareholders. The performance of duties during the term of office 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 4 meetings of the board of directors and 1 meeting of the general meeting of shareholders. The convening of the board of directors and the general meeting of shareholders met the legal procedures, the relevant procedures were performed for major business decisions and other major matters, and the resolutions of the meeting were legal and effective.
In this year, I attended four meetings of the board of directors on time in accordance with the provisions and requirements of the articles of association and the rules of procedure of the board of directors. Carefully consider the proposals of the meeting, exercise the voting rights with a cautious attitude, give full play to the role of independent directors, and safeguard the interests of the company and the interests of minority shareholders. This year, I voted in favor of all proposals considered by the board of directors.
2、 Opinions of independent directors in 2021
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, I have carefully understood and inspected the business activities of the company in 2021, and after due diligence on major matters, based on independent judgment, I jointly express independent opinions on relevant matters with the other two independent directors of the company as follows:
1. On April 13, 2021, at the seventh meeting of the Fourth Board of directors held by the company, the company issued prior approval opinions on the proposal on the prediction of the company’s daily connected transactions in 2021 and the proposal on the renewal of the company’s financial audit institution in 2021; Comments on the proposal on the implementation of the company’s internal control rules in 2020 and the report on self-evaluation of internal control, and the proposal on the company’s profit distribution plan in 2020
Report on the work of independent directors in 2021
Proposal, proposal on special instructions for occupation of non operating funds and other related capital transactions, proposal on the prediction of the company’s daily related transactions in 2021, proposal on the company’s use of idle self owned funds for entrusted financial management Independent opinions were expressed in the proposal on the change of accounting policies, the proposal on the renewal of the company’s financial audit institution in 2021, the proposal on the remuneration and allowances of the company’s directors in 2020 and the proposal on the remuneration of the company’s senior managers in 2020.
2. On August 26, 2021, at the 9th meeting of the 4th board of directors held by the company, special instructions and independent opinions were issued on the occupation of funds by the company’s controlling shareholders and other related parties and the company’s external guarantees in the half year of 2021.
3、 On site investigation of the company
In 2021, I visited the company and its cinemas for many times, observed and understood the actual operation of the cinema, experienced the viewing service of the cinema, understood the actual situation of the company, kept in touch and communicated with other directors, supervisors, senior managers and relevant personnel of the company through telephone and face-to-face conversation, and always paid attention to the changes of policies and film market and their possible impact on the company, Pay attention to the public opinion environment of the company, timely learn the progress of major matters of the company through various channels, timely understand the progress of the situation and express relevant opinions.
4、 Work done to protect the rights and interests of investors
1. Pay attention to corporate governance
I have supervised and verified the governance structure of the company and believe that the company can operate in strict accordance with the relevant laws and regulations such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the governance standards of listed companies, the Listing Rules of Shenzhen Stock exchange and the articles of association, strengthen the legal and compliance governance of the company and improve the operation efficiency of the company.
2. Pay attention to the company’s information disclosure
I perform the duties of an independent director in strict accordance with the requirements of the company law and other laws and regulations; All proposals submitted to the board of directors for deliberation can be carefully reviewed. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of relevant laws and regulations; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure. And on the basis of fully understanding the situation, exercise the voting right independently, objectively and prudently, and actively safeguard the legitimate rights and interests of the majority of investors.
Report on the work of independent directors in 2021
3. Conscientiously perform the duties of independent directors
When deliberating the proposals submitted by the board of directors of the company, I asked the company to provide relevant materials for reference. If necessary, I took the initiative to contact relevant departments and employees of the company for inquiry and understanding, and used my own management expertise to exercise voting rights independently, objectively and prudently, so as to effectively safeguard the legitimate rights and interests of the company and shareholders.
4. Strengthen their own learning and improve their ability to perform their duties
I carefully study relevant laws and regulations and industry guidance documents, deepen understanding, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention from a more professional and objective perspective, and effectively strengthen the security of the interests of the company and investors.
5、 Work of special committees of the board of directors
During the reporting period, as the chairman of the remuneration and assessment committee of the board of directors, I carefully reviewed the remuneration and assessment scheme of the company’s directors and senior managers, evaluated and reviewed the work of the directors and senior managers according to the company’s performance evaluation standards, put forward reasonable suggestions, and actively performed the duties of the convener of the Remuneration Committee.
Through the above work, I have earnestly fulfilled the obligations of loyalty and diligence of independent directors, gave full play to the supervisory role of independent directors, and safeguarded the overall interests of the company and the interests of minority shareholders.
In 2022, I will continue to uphold the attitude of integrity and diligence, earnestly perform the obligations of independent directors in accordance with laws, regulations and relevant provisions of the company, give full play to the role of independent directors, and effectively safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
Independent director: Li Zhongfei April 13, 2022
