Report on the work of independent directors in 2021
In 2021, as an independent director of Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as “the company” or “the company”), we were diligent and conscientious in our work in 2021 in strict accordance with the company law, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange, the articles of association and the independent director system, and participated in the board of directors, the general meeting of shareholders and the special committee of the board of directors of the company, Committed to safeguarding the interests of the company, especially the legitimate rights and interests of minority shareholders, and performing their duties independently. The report on our performance of duties in 2021 is as follows:
1、 Basic information of independent directors
At present, the eighth board of directors of the company is composed of 6 directors, including 3 independent directors. The personnel composition complies with the provisions of the articles of association, relevant laws and regulations and normative documents. The resume of the current independent director of the company is as follows: Fang guigan: male, born in 1966, Chinese nationality, doctoral degree, level II researcher, with the qualification of independent director of Shanghai Stock Exchange. He is currently an independent director of the company, researcher and doctoral supervisor of the Institute of forest products chemical industry of China Academy of Forestry Sciences, executive director of China paper society, member of China forestry society, executive director of China forest products chemical and chemical branch, vice president of Jiangsu paper society and executive director of Jiangsu Paper Association.
Wei Xiongwen: male, born in 1967, Chinese nationality, master’s degree, qualified as an independent director of Shanghai Stock Exchange. He is currently an independent director of the company and a partner of Shanghai Chuangyuan law firm. He used to be a lawyer of Shanghai Tianyi law firm and an independent non-executive director of China green food (holding) Co., Ltd. Chen Han: female, born in 1983, Chinese nationality, doctoral degree, global Chartered Management Accountant (cgma), academic member of Cima, qualified as an independent director of Shanghai Stock Exchange. Currently, he is an independent director of the company, lecturer and master supervisor of Xiamen National Institute of accounting, deputy director of Institute of management accounting and financial management, Tianma Microelectronics Co.Ltd(000050) independent director, Hengda New Materials (Fujian) Co.Ltd(300946) independent director, Xtc New Energy Materials(Xiamen) Co.Ltd(688778) independent director and independent director of Xiamen Nalong Health Technology Co., Ltd. He once served as scientific research assistant of accounting development research center of Xiamen University, Ylz Information Technology Co.Ltd(300096) independent director and Chempartner Pharmatech Co.Ltd(300149) independent director.
Neither we nor our immediate family members hold shares of the company, have no relationship with the company or its controlling shareholders, have not been punished by the China Securities Regulatory Commission and other relevant departments and the stock exchange, and there is no situation affecting our independence.
As independent directors, we have also served as members of the special committee of the board of directors of the company, among which Mr. Fang guigan and Mr. Wei Xiongwen are members of the company’s Strategy Committee; Ms. Chen Han and Mr. Wei Xiongwen are members of the audit committee of the company; Mr. Fang guigan and Ms. Chen Han are members of the remuneration and assessment committee of the company; Mr. Wei Xiongwen and Mr. Fang guigan are members of the nomination committee of the company.
2、 Annual performance of independent directors
(I) attendance at the board of directors and general meeting of shareholders in 2021
In 2021, 10 meetings of the board of directors and 2 general meetings of shareholders were held. The details of attending the meetings are as follows:
Participation of major shareholders in the board of directors
Independent meeting
Whether the directors should participate in two consecutive meetings this year
Name of the shareholder attending the board of directors in person
Number of seats number of seats
Number plus meetings
Fang guigan No 2
Wei Xiongwen 100000 No 2
Chen Han No 2
(II) voting of relevant resolutions
As independent directors, we actively participate in corporate governance by attending the board of directors and its special committees and attending the general meeting of shareholders as nonvoting delegates. In 2021, we carefully considered and voted on the proposals of relevant meetings of the board of directors and special committees of the board of directors, agreed to all proposals, and did not raise objections to the proposals of the board of directors and other proposals.
(III) diligent performance
As an independent director of the company, in 2021, we conscientiously performed our duties in accordance with the provisions of relevant laws and regulations, participated in major decisions of the company by actively participating in various meetings of the board of directors, special committees of the board of directors and general meetings of shareholders, and independently and prudently expressed professional opinions on major matters of the company’s development.
Before the board meeting, take the initiative to understand and obtain the information and materials required for the voting of the proposal by listening to the report, on-site investigation, telephone and e-mail communication. In terms of corporate governance, we fully communicated and discussed with other directors of the company, carefully considered each proposal, actively applied professional knowledge, and put forward suggestions on major decision-making, standardized operation and financial management, which promoted the scientific decision-making of the board of directors of the company.
3、 Key issues of annual performance
In 2021, as an independent director of the company, we earnestly performed corresponding duties, actively communicated with the company’s management, and timely learned about the company’s production and operation. For the proposals to be considered by the board of directors, we have widely understood the relevant information before the meeting, carefully reviewed the contents of the proposals at the meeting, exercised the voting rights independently, objectively and prudently, and expressed independent opinions on major matters of the company in strict accordance with the requirements of relevant systems. The main information is as follows:
(I) external guarantee and fund occupation
In accordance with the relevant provisions of the company law, the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, the guidelines for the articles of association of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, we have carefully verified the external guarantee of the company and the occupation of the company’s funds by controlling shareholders and other related parties in 2021, and our independent opinions are as follows:
1. We believe that the capital transactions between the company and the actual controller are normal production and operation capital transactions. There is no case that the company advances wages, benefits, insurance, advertising and other period expenses for the controlling shareholders and other related parties, nor does it bear costs and other expenses on behalf of each other; After verification, the company does not have the situation that the controlling shareholders and other related parties occupy the funds of the listed company.
2. After verification, as of December 31, 2021, the company strictly abided by the articles of association, rules of procedure of the board of directors and relevant laws and regulations, strictly controlled the risk of external guarantee, and there was no illegal guarantee during the reporting period. All guarantees of the company have fulfilled the deliberation procedures of the general meeting of shareholders and have been deliberated and approved by the general meeting of shareholders. In conclusion, we believe that the decision-making procedures of the company’s external guarantee comply with the provisions of relevant laws and regulations and the articles of association, the information disclosure is fully complete, and the risks of external guarantee have been fully revealed.
(II) related party transactions
During the reporting period, we attached great importance to the management of related party transactions, and made judgments on the necessity and objectivity of related party transactions, whether the pricing is fair and reasonable, and whether it damages the interests of the company and shareholders in strict accordance with the provisions of relevant laws and regulations such as the stock Listing Rules of Shanghai Stock Exchange and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, And review in accordance with relevant procedures.
1. The 12th meeting of the 8th board of directors deliberated and approved the proposal on selling part of the equity of cloud printing technology (Shenzhen) Co., Ltd. and related party transactions. Shanying Investment Management Co., Ltd., a wholly-owned subsidiary of the company, plans to transfer 23.71% of the equity of cloud printing technology (Shenzhen) Co., Ltd. held by it to Suzhou Zhicheng creative enterprise management partnership (limited partnership), with an equity transfer amount of RMB 704092 million. With regard to the above related party transactions, we believe that: 1. The sale of cloud printing technology shares is conducive to fully mobilize the enthusiasm of cloud printing technology management team and further improve its corporate governance level. 2. This connected transaction complies with the principles of openness, fairness and impartiality. The amount of equity transfer is determined by both parties through negotiation on the basis of the valuation results of the evaluation institution engaged in securities service business, which is in line with the market rules. The related debt has formulated a clear amortization plan, the overall risk is controllable, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. 3. The decision-making procedures of related party transactions are legal and compliant. In conclusion, the company is approved to conduct this connected transaction.
(III) raised funds
In accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the company’s measures for the administration of raised funds, we have reviewed the use of the company’s raised funds. We believe that the review and operation procedures for the use of the company’s raised funds comply with the relevant laws, regulations, normative documents and the relevant provisions of the company’s system, The company has made special account storage and special use of the raised funds, and there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
(IV) independent opinions on the company’s termination of non-public offering of a shares
We believe that the termination of the company’s non-public offering of shares is a prudent decision made based on the actual situation of the company and taking into account the basic implementation of the construction funds required for the investment projects with raised funds, the synergy between the company’s market value performance and the timing of equity financing and other factors. The board of directors of the company performed the necessary procedures when deliberating the proposal and complied with the relevant provisions of relevant laws and regulations and the articles of association. The termination of the non-public offering of shares by the company will not have an adverse impact on the normal business operation of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Agree to terminate the company’s non-public offering of shares in 2020. (V) independent opinions on the management measures for the assessment and incentive of corporate responsibility objectives (20212025)
We believe that the establishment of responsibility target assessment and incentive plan by the company is not only conducive to mobilizing the enthusiasm of managers and employees, attracting and retaining excellent management talents and business core personnel, improving the operation and management level of the company and promoting the sustained and benign growth of operation benefits; The management measures formulated by the company comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations and the articles of association. Agree with the management measures for assessment and incentive of responsibility objectives formulated by the board of directors of the company.
(VI) independent opinions on the repurchase of the company’s shares by means of centralized bidding transaction
On August 3, 2021, the company held the 9th meeting of the 8th board of directors, deliberated and adopted the proposal on share repurchase scheme by centralized bidding transaction, and the independent directors expressed their agreed independent opinions on the matter.
We believe that: 1. The shares repurchased by the company this time comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the opinions on supporting the repurchase of shares by listed companies, the detailed rules for the implementation of repurchase of shares by listed companies of Shanghai Stock Exchange and other laws, regulations, departmental rules, normative documents and the relevant provisions of the articles of association, The voting procedures of the board of directors comply with the provisions of laws, regulations and relevant rules and regulations.
2. The implementation of the company’s share repurchase is conducive to enhancing the long-term investment value of the company’s shares, safeguarding the interests of shareholders, enhancing investor confidence and promoting the reasonable return of the company’s share value.
3. The company plans to use its own funds for repurchase this time. The total amount of funds is no less than 200 million yuan and no more than 400 million yuan. Compared with the scale of the company’s assets, it will not have a significant impact on the company’s daily operation, solvency and profitability. The implementation of this repurchase plan will not lead to the change of the company’s control, the listing status of the company, and the non-compliance of the company’s equity distribution with the listing conditions, The company’s share repurchase plan is reasonable and feasible.
4. The company’s share repurchase is carried out in the form of centralized bidding transaction, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, the independent directors of the company agreed that the share repurchase of the company was legal and compliant, necessary, reasonable and feasible, in line with the interests of the company and all shareholders, and agreed to the matters related to the share repurchase. (VII) profit distribution plan of the company in 2020
After careful review of the company’s profit distribution plan for 2020 and full understanding of the company’s financial situation and operating results in 2020, the profit distribution plan for 2020 proposed by the board of directors of the company complies with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for cash dividends of listed companies on Shanghai Stock Exchange, and the detailed rules for the implementation of share repurchase by listed companies on Shanghai Stock Exchange The requirements of the articles of association and the company’s profit distribution management system and other documents conform to the actual situation of the company, will not damage the legitimate rights and interests of investors, and will also contribute to the sustainable development of the company. The board of directors agreed to our profit distribution plan. (VIII) about the company and its holding subsidiaries carrying out financial derivatives investment business
The company has formulated the internal control management system of financial derivatives investment in accordance with relevant laws and regulations. In view of the impact of foreign exchange rate fluctuations on the performance of equity holding companies and subsidiaries involved in the daily operation of financial derivatives, it is conducive to reduce the impact of foreign exchange rate fluctuations on the performance of equity holding companies. We believe that the financial derivatives investment business carried out by the company is closely related to the daily operation and management, the risk is controllable, complies with the relevant provisions of relevant laws and regulations, the review procedures are legal and compliant, and there is no harm to the interests of the company’s shareholders. We agree to the company to carry out this business.
(IX) nomination and remuneration of senior managers
according to
