Zhejiang Dongwang times Technology Co., Ltd
2021 annual report of independent directors
As an independent director of Zhejiang Dongwang times Technology Co., Ltd. (formerly ” Zhejiang Guangsha Co.Ltd(600052) “, hereinafter referred to as the “company” and “listed company”), we have performed the duties of independent directors in strict accordance with the provisions of the company law of the people’s Republic of China, the standards for the governance of listed companies, the rules for independent directors of listed companies and relevant laws, regulations and other normative documents, Exercised the rights of independent directors, actively attended the general meeting of shareholders and the board of directors in 2021, carefully considered various proposals of the board of directors and the special committee of the board of directors, and expressed independent opinions on major issues, played the independent and professional role of independent directors, safeguarded the interests of the company and right shareholders, especially small and medium-sized shareholders, and promoted the standardized operation of the company. The report on our performance of the duties of independent directors in 2021 is as follows:
1、 Basic information of independent directors
As independent directors of the company, we all have professional knowledge and ability and have accumulated rich experience in our professional fields. Our specific situation is as follows:
(I) personal work experience, professional background and part-time work
1. Independent directors of the 11th board of directors:
Chen Gaocai: male, born in 1975, member of the Communist Party of China, doctor of accounting major of Shanghai University of Finance and economics, and postdoctoral of business administration mobile station of School of economics and management of Tsinghua University. From 2008 to 2010, he was a postdoctoral in the business administration mobile station of the school of economics and management of Tsinghua University. From 2010 to June 2021, he served as the director of the accounting department of the school of Finance and accounting of Zhejiang industrial and Commercial University. Now he works in the Business School of Anhui University. He has been an independent director of the 11th board of directors of the company since July 2021.
Wu Xin: male, born in 1979, member of the Communist Party of China, doctor degree, Professor, doctor of economics of Zhejiang University, trained talents in Zhejiang Province. Since 2014, he has successively served as a teacher of the school of finance of Zhejiang University of Finance and economics and director of the Department of international finance. He is now a professor of Zhejiang University of Finance and economics and vice president of China Institute of finance. He is an independent director of Ningbo Huaping Zhikong Technology Co., Ltd. and has been an independent director of the 11th board of directors of the company since July 2021.
Liu Lijun: male, born in 1982, member of the Communist Party of China, bachelor degree, lawyer, from June 2007 to December 2008, lawyer of Hangzhou branch of Shanghai jintiancheng law firm; From January 2009 to September 2013, he served as a lawyer of Zhejiang Fengguo law firm. From October 2013 to now, he has served as a lawyer of Zhejiang Zeda law firm and an independent director of Petpal Pet Nutrition Technology Co.Ltd(300673) and Zhejiang chentai Technology Co., Ltd. He has been an independent director of the 11th board of directors of the company since July 2021.
2. Independent directors of the 10th board of directors:
Zhao Min: female, born in 1965, master, professor and master supervisor of Shanghai University of Finance and economics. From July 1987 to now, he has been engaged in teaching, scientific research and training in accounting of Zhejiang University of Finance and economics; Currently, he is an independent director of Huafon Chemical Co.Ltd(002064) , Zhejiang Communications Technology Co.Ltd(002061) , Yongxing Special Materials Technology Co.Ltd(002756) , Baida Group Co.Ltd(600865) . From March 2017 to July 2021, he served as an independent director of the 8th, 9th and 10th board of directors of the company.
Li Xueyao: male, born in 1977, member of the Communist Party of China, doctor of law of Zhejiang University. From December 2014 to September 2016, he served as Dean and Chair Professor of Law School of Shanghai University of Finance and economics. From 2016 to 2017, he served as deputy director of the planning department of Shanghai Jiaotong University; He is currently a professor and doctoral supervisor of Kaiyuan Law School of Shanghai Jiaotong University, a researcher of Shanghai Institute of Finance and law, Jushri Technologies Inc(300762) , Shanghai Zj Bio-Tech Co.Ltd(688317) and Zhejiang Guoxiang Co., Ltd. and an independent director. From March 2017 to July 2021, he served as an independent director of the 8th, 9th and 10th board of directors of the company.
Li Qin: male, born in 1975, Bachelor of law. From 2005 to 2013, he served as the general manager of Beijing No. 1 bond underwriting department of Minsheng Securities Co., Ltd. and successively served as the director and deputy general manager of the enterprise financing department and investment bank headquarters of Tibet China stock market news Securities Co., Ltd. from January 2014 to may 2017. From June 2017 to now, he has served as assistant to Yintai Gold Co.Ltd(000975) president and general manager of financial business management department. From November 2017 to July 2021, he served as an independent director of the 9th and 10th board of directors of the company.
(II) description of no situation affecting independence
We are qualified as independent directors and do not hold any position other than independent directors in the company, nor do we hold any position in the company’s major shareholder unit. We have not obtained additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel. Therefore, there are no circumstances that affect independence.
2、 Annual performance of independent directors
(I) attendance
In 2021, the company held 11 board meetings and 8 general meetings of shareholders. On July 29, 2021, in view of the change of the controlling shareholder and actual controller of the company, the company held the second extraordinary general meeting of shareholders in 2021 and deliberated and adopted the proposal on the early replacement of the 10th board of directors of the company.
From January 1, 2021 to July 28, 2021, Ms. Zhao Min, Mr. Li Xueyao and Mr. Li Qin participated in the general meeting of shareholders and the board of directors as follows:
2021 1 1 number of meetings of the board of directors 3 general meetings of shareholders 3
Number of meetings held from January 1 to
Attendance of the board of directors and shareholders’ meeting in July 2021
Situation on August 28
Attend the site in person, participate in the Communication Commission, and whether the absence is continuous in person
Name number of meetings number of voting attendance number of times of not attending in person number of times of not attending in person
Number of self attendance
Zhao Min 3 1 2 0 0 0 No 2
Li Xueyao 3 0 3 0 0 0 No 1
Li Qin 3 1 2 0 0 0 No 0
From July 28, 2021 to December 31, 2021, Mr. Chen Gaocai, Mr. Wu Xin and Liu Lijun
Mr. Zhang’s participation in the general meeting of shareholders and the board of directors is shown in the table below:
Number of meetings of the board of directors in July 2021 8 general meetings of shareholders 5
Number of meetings held from January 28 to
Attendance of the board of directors and shareholders’ meeting in December 2021
Situation as at 31 December
Attend the site in person, participate in the Communication Commission, and whether the absence is continuous in person
Name number of meetings number of voting attendance number of times of not attending in person number of times of not attending in person
Number of self attendance
Chen Gaocai 8 3 5 0 0 No 5
Wu Xin 8 3 5 0 0 0 No 2
Liu Lijun 8 3 5 0 0 0 No 5
(II) independent opinions
Time item (proposal name) opinion type
With regard to the company’s 2020 I. We believe that the audit report issued by Tianjian Certified Public Accountants (special general partnership) with highlighted items is not in line with the company’s financial and operating conditions in 2020.
Qualified opinion audit report II. We agree with the special statement of the Zhejiang Guangsha Co.Ltd(600052) board of directors on the matters involved in the company’s 2020 special statement with matters involved and the special statement on the matters involved in the unqualified opinion audit report with emphasis on the matters section, and will urge the board of directors and management of Gongming company to pay continuous attention to relevant matters, strive to eliminate the adverse impact of relevant matters on the company and promote the company to continue Stable and healthy development, and earnestly safeguard the interests of investors.
April 2021 I. capital transactions of related parties
From December 28 to December 31, 2020, the capital transactions between the company and its controlling shareholders and related parties are the transactions of the company’s related parties’ capital metals in normal production and operation activities. There is no non transaction and external guarantee business occupation of the company’s funds by the company’s controlling shareholders and other related parties.
Special description of item 2 and special description of external guarantee
Opinion 1. By communicating with the annual audit accountant and consulting the current audit report, as of December 31, 2020, the actual guarantee balance was 31809664 million yuan, accounting for 94.11% of the consolidated owner’s equity. The review procedures of the company’s guarantee amount from 2020 to 2021 comply with the relevant provisions of the company law, the notice on regulating the external guarantee behavior of listed companies and other systems.
Time item (proposal name) opinion type
2. We require the company to continue to gradually reduce the guarantee balance to related parties, standardize the external guarantee behavior in strict accordance with the requirements of laws and regulations, the articles of association and the measures for the administration of external guarantee of the company, and pay timely attention to the financial situation of the guaranteed party to avoid contingent risks.
3. We require that the interests of small and medium-sized shareholders be guaranteed as soon as possible, and we will eliminate the damage to the interests of small and medium-sized shareholders due to the overdue listing.
In accordance with the accounting standards for business enterprises, the Listing Rules of Shanghai Stock Exchange and the company’s articles of Association for 2020, the provision of impairment losses and write off of bad debts have performed the corresponding decision-making procedures. The provision of impairment losses and write off are based on the actual situation of the company and can fairly reflect the company’s financial status and operating results of bad debts, The bad debt write off does not involve related parties and does not damage the legitimate rights and interests of the company and shareholders. It is agreed to mention the write off in this calculation.
With regard to the profit in 2020, we believe that the company’s profit distribution plan in 2020 can take into account the return to shareholders and the sustainable development of the company’s profit distribution plan, which is in line with the interests of the company and shareholders, and agree to submit this proposal to the general meeting of shareholders for deliberation.
1. The company and China Zheshang Bank Co.Ltd(601916) joint stock company have the same kind of transaction as non related parties
