Shanghai Golden Union Commercial Management Co.Ltd(603682)
Report on the work of independent directors in 2021
In accordance with the company law, the articles of association, the independent director system and other relevant requirements, as the independent director of Shanghai Golden Union Commercial Management Co.Ltd(603682) (hereinafter referred to as the company), we performed our duties independently, faithfully and diligently in 2021 and gave full play to the role of independent directors. Now, the performance of our duties in 2021 is reported as follows:
1、 Basic information of independent directors
Pan min, born in December 1970, has a doctor’s degree, senior accountant and certified public accountant. He used to be a partner of Guofu Haohua Certified Public Accountants (special general partnership) and a partner of ShineWing Certified Public Accountants (special general partnership). He is now a partner of Tianjian Certified Public Accountants (special general partnership), Shanghai Shuixing Home Textile Co.Ltd(603365) independent director, Shanghai Jiaoda Onlly Co.Ltd(600530) independent director, Shanghai Hugong Electric Group Co.Ltd(603131) independent director, Shandong Longji Machinery Co.Ltd(002363) independent director, director of Fujian Shida computer equipment Co., Ltd. and independent director of the company.
Wu Jianwei, born in November 1959, has a doctor’s degree. He used to be a lecturer in the Business School of Nanjing University, a lecturer in the Shanghai Institute of foreign trade, an associate professor in the school of economics and management of Tongji University, and the director of the Institute of industrial economics of Tongji University. He is currently a professor of the school of economics and management of Tongji University, a director of Shanghai Yicheng Engineering Consulting Co., Ltd. Shanghai Luoman Lighting Technologies Inc(605289) independent director and an independent director of the company.
Lu Kaiwei, female, Chinese nationality, was born in July 1970 with a bachelor’s degree. Ms. Lu Kaiwei once served as senior manager of human resources organization and development of Yum! Brands catering group and senior director of human resources of Alibaba group. He is currently the founder of Lu Kaiwei (Shanghai) management consulting studio.
The independent directors of the company are recommended by the controlling shareholders of the company, reviewed and nominated by the nomination committee of the board of directors, and elected by the general meeting of shareholders. They do not hold shares of the company, have no related party transactions with the company, have no relevant social relations, and have no circumstances affecting their independence.
2、 Annual performance of independent directors
In 2021, we adhered to the attitude of performing our duties diligently, attended the board meeting and shareholders’ meeting on time, and carefully considered the meeting proposals. Fully communicate with the company’s management, the Secretary of the board of directors and other relevant personnel before the meeting, make independent judgment, put forward independent opinions and vote on various proposals submitted by the company on the basis of fully mastering the actual situation and based on our professional ability and experience. We voted in favour of the proposals submitted to the board of directors for deliberation, and there was no objection or waiver.
(I) attendance
1. Attendance at board meetings
The attending directors shall attend in person and be absent by proxy
full name
Meetings (Times) (Times) (Times) (Times)
Pan min 11 0 0
Wu Jianwei 11 0 0
Lu Kaiwei 8 8 0 0
Li Zhiqiang
3 3 0 0
(leaving office)
2. Attendance at the general meeting of shareholders
Name should attend the shareholders’ meeting (Times), attend (Times) and be absent (Times)
Pan min 3 2 1
Wujianwei 321
Lu Kaiwei 1 0
Li Zhiqiang 2 0 2
3. Attendance at meetings of special committees of the board of directors
The number of meetings of the professional committee in the reporting period shall be attended by independent directors
1 Wu Jianwei
Strategy Committee of the board of directors
1 Wu Jianwei, Lu Kaiwei
2 pan min, Li Zhiqiang
Audit Committee of the board of directors
3 pan min, Wu Jianwei
Nomination Committee 1 of the board of directors Wu Jianwei, Li Zhiqiang
1 Li Zhiqiang, pan min
Remuneration and assessment committee of the board of directors
2 Lu Kaiwei, pan min
Note: Mr. Li Zhiqiang, an independent director, will no longer serve as an independent director of the company from the date of the expiration of the third board of directors. Ms. Lu Kaiwei was elected as the new independent director of the company at the 2020 annual general meeting held on April 23, 2021.
(II) the company’s cooperation with independent directors
The company timely reported the business situation, major events and meeting plans to us, which not only provided us with timely and accurate information about the company’s business situation and industry situation, but also provided convenience for us to arrange work, participate in relevant meetings and on-site investigation.
Before the relevant meetings, the company carefully prepared the meeting materials and timely submitted them to us for review, which provided convenient conditions for us to perform our duties and better cooperated with our work. Other directors and senior managers of the company have maintained normal communication with us. We fully understand the operation of the company through meeting communication, telephone exchange, e-mail exchange and on-site investigation, and actively use professional knowledge to promote the scientific decision-making of the board of directors of the company. 3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on the company’s related party transactions, external guarantees, fund occupation, renewal of accounting firm, internal control, changes in accounting policies, use of raised funds, cash dividends and other matters, made independent and clear judgments during decision-making, issued relevant independent opinions, and verified the implementation. The relevant information is as follows:
(I) related party transactions
On March 9, 2021, the 21st Meeting of the third board of directors of the company deliberated and passed the proposal on related party transactions related to compensation for demolition of some houses in the cross-border creative park.
On April 1, 2021, the 22nd Meeting of the third board of directors of the company deliberated and adopted the proposal on the prediction of daily connected transactions of the company in 2021. On December 2, 2021, the eighth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on adding daily connected transactions and estimates in 2021. Before the meeting, we received relevant materials in time, understood the relevant situation through special reports and inquiries, made judgments with professional knowledge, and issued prior approval opinions and independent opinions on related party transactions.
(II) external guarantee and fund occupation
On July 2, 2021, the fourth meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on providing lease contract performance guarantee for Shanghai Jinbo Enterprise Management Co., Ltd., a wholly-owned subsidiary. The External Guarantees implemented by the company in 2021 all fulfilled the relevant decision-making procedures, and we expressed independent opinions during the review. In 2021, the company did not violate the external guarantee.
We have carefully checked the funds occupied by the company’s related parties, and there is no illegal occupation of the company’s funds by the controlling shareholders, actual controllers and their related parties.
(III) use of raised funds
The company’s use of raised funds in 2021 is as follows: 1. Increase the implementation subject of investment projects with raised funds and provide loans to wholly-owned subsidiaries with raised funds. 2. Establish a special account for raised funds and sign a tripartite supervision agreement for raised funds. 3. Use some idle raised funds for cash management. 4. The special report on the deposit and actual use of raised funds in 2020 and the special report on the deposit and actual use of raised funds in the half year of 2021 have been prepared. The above matters have fulfilled the relevant decision-making procedures, the use of raised funds complies with the relevant provisions on deposit and use, and there is no situation of changing the investment direction of raised funds in a disguised manner or using raised funds in violation of regulations, There is also no situation that damages the interests of the company and all shareholders.
(IV) nomination and remuneration of senior managers
The remuneration plan of the company was reviewed and approved by the 22nd annual management committee on April 2021. On April 23, 2021, the first meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the appointment of senior managers of the company, which was nominated by Ms. Yu Minjun, Shanghai Golden Union Commercial Management Co.Ltd(603682) chairman, and submitted to the Fourth Board of directors for approval. For the senior managers employed by the company, we have fully understood the educational background, professional experience and professional quality of the nominees and expressed independent opinions. During the reporting period, the appointment and dismissal procedures of senior managers met the provisions of relevant laws, regulations and the articles of association.
(V) appointment of accounting firms
The audit committee of the company put forward suggestions on the renewal of the company’s accounting firm in 2021. On April 1, 2021, the 22nd Meeting of the third board of directors of the company considered and adopted the proposal on the renewal of the accounting firm in 2021. According to its service awareness, professional ethics and professional ability and the proposal of the audit committee of the board of directors of the company, Renew the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s 2021 financial report and internal control audit institution for one year. We have expressed independent opinions on the renewal of the accounting firm.
(VI) cash dividends and other investor returns
The company has no profit distribution plan in 2021.
(VII) performance of commitments of the company and shareholders
The company and its shareholders strictly fulfilled the commitments related to the initial public offering, and there was no violation of the commitments.
(VIII) implementation of information disclosure
The company shall perform the obligation of information disclosure in strict accordance with the relevant provisions on information disclosure of listed companies and the company’s information disclosure management system and other relevant systems, and make true, accurate, complete and timely disclosure of the matters and periodic reports that the company should disclose.
(IX) implementation of internal control
The audit committee put forward suggestions on the internal control evaluation report in 2020. On April 1, 2021, the 22nd Meeting of the third board of directors of the company considered and approved the internal control evaluation report and 2020 internal control audit report of the company as of December 31, 2020.
In 2021, we urged the company to rectify the problems found in internal control audit and internal control self-assessment, and actively promoted the continuous improvement of the company’s internal control system.
(x) operation of special committees under the board of directors
In 2021, the strategy committee, audit committee, nomination committee and remuneration and assessment committee of the board of directors held 12 meetings and performed their duties in accordance with the articles of association and relevant working rules.
（11） Changes in accounting policies
The company has implemented the new income standard since January 1, 2021, and adjusted the statement subjects and presentation accordingly. The adjustment of the operating lease existing before the first execution date by the company as the lessee; For subleases classified as operating leases before the first execution date and still existing after the first execution date, the company will reclassify them as financial leases on the first execution date in accordance with the provisions of the new leasing standards. On April 29, 2021, the company held the second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors to consider and adopt the proposal on changes in accounting policies.
4、 Overall evaluation and recommendations
In 2021, we performed our duties independently, faithfully and diligently, took the initiative to understand the company’s operation, actively attended relevant meetings, carefully considered relevant bills, expressed independent opinions on the company’s related party transactions, external guarantees, use of raised funds, cash dividends and other relevant major matters, earnestly implemented the independent director system, and were not affected by the company’s controlling shareholders The influence of the actual controller or other units or individuals with interest relationship with the company has effectively safeguarded the legitimate rights and interests of all shareholders.
In 2021, we will continue to perform our duties independently, faithfully and diligently in accordance with relevant regulations and requirements, and focus on related party transactions, external guarantees, foreign investment, mergers and acquisitions, capital occupation, improvement of internal control system, changes in accounting policies and accounting estimates, use of raised funds, cash dividends and other matters, so as to promote the company’s scientific decision-making, sustainable and steady development, and effectively safeguard the overall interests of the company and the interests of all shareholders.
Independent director: panmin, wujianwei, lukaiwei April 15, 2022
