Nacity Property Service Group Co.Ltd(603506)
Report on the work of independent directors in 2021
As an independent director of the second board of directors of Nacity Property Service Group Co.Ltd(603506) (hereinafter referred to as "the company"), during his tenure in 2021, in strict accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws and regulations and the company's rules and regulations, and in the attitude of being responsible to all shareholders, he fully performed the duties of an independent director, scrupulously and diligently performed his duties around safeguarding the collective interests of the company, and actively participated in the general meeting of shareholders The board of directors and all special committees of the board of directors shall carefully consider various proposals. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
Huang Yu: born in October 1967, Chinese nationality, without overseas permanent residency, doctoral degree and graduate degree. From July 1990 to March 1996, he worked in Beijing housing construction and Development Group Corporation and successively served as technician, director and project manager; From March 1996 to September 1998, served as general manager assistant and engineering manager of Xiangjiang International Development Co., Ltd; From September 1998 to June 2000, served as senior investment consultant of Weining Xie China Co., Ltd; From June 2000 to now, he has served as the vice president of Beijing SouFun Network Technology Co., Ltd; From March 2016 to January 2022, he served as an independent director of the company.
Cai Daiyan: born in July 1971, Chinese nationality, without permanent residency abroad, bachelor degree, senior accountant, certified public accountant, certified tax agent and certified asset appraiser. From June 1993 to now, he has served as deputy general manager and director of Zhejiang Zhijiang Asset Appraisal Co., Ltd; From June 1999 to now, served as deputy director and director of Zhejiang Zhijiang certified public accountants Co., Ltd; From July 2004 to now, he has served as the executive director and director of Hangzhou hangrui tax firm Co., Ltd; Since November 2017, he has served as an independent director of Jiangsu hongma Technology Co., Ltd; From March 2016 to January 2022, he served as an independent director of the company.
Jia Shenghua: born in January 1962, Chinese nationality, without overseas permanent residency, doctor's degree, professor and doctoral supervisor of the school of management of Zhejiang University. He once served as deputy director of the Department of Social Sciences of Zhejiang University, member of the Academic Degrees Committee of Zhejiang University, vice president of the school of management of Zhejiang University, director of the Department of business administration, director of the MBA Education Center, etc. He is currently the director of the real estate research center of Zhejiang University, the director of the enterprise investment research institute, the deputy director of the real estate research branch of Zhejiang real estate industry association, the executive director of the world Chinese real estate society, and the director of
Member of the presidium of the Chinese University real estate Scholars Association, independent director of Greentown China Holdings Co., Ltd., Guangyu
Independent director of Group Co., Ltd., independent director of Dexin Service Group Co., Ltd. and independent director of the company
Yes.
None of the independent directors of the company held any position other than the independent director in the company, and they have no relationship with other directors of the company
There is no relationship between the directors, supervisors, senior managers, shareholders holding more than 5% of the company's shares and actual controllers, and there is no situation affecting the independence of independent directors.
2、 Annual performance of independent directors
(I) attendance
During the reporting period, the company held 11 meetings of the board of directors and 1 general meeting of shareholders. The independent directors conscientiously performed their duties in accordance with the requirements of laws, regulations and rules, and actively participated in the general meeting of shareholders, the meeting of the board of directors and the meeting of the special Committee of the board of directors held by the company without unreasonable absence. During the performance of duties, actively understand the company
Maintain communication with the company's management, exercise voting rights in a cautious manner, and safeguard the overall interests of the company and the interests of minority shareholders. The meetings of the board of directors and the general meeting of shareholders of the company are held in accordance with the law
Established procedures, major business decision-making matters and other major matters have fulfilled relevant procedures, which are legal and effective. During the reporting period, the independent directors did not find any need for the company's board meeting and other non board meeting proposals this year
To raise objections.
The attendance at the general meeting of shareholders and the meeting of the board of directors in 2021 is as follows:
Participation of independent directors in the board of directors, participation in special committees of the board of directors, number of shareholders' meetings
Should be absent from the site by means of communication, the strategic decision-making salary of the nomination committee of the audit committee and the number of times to attend the second meeting of the stock seat, the number of times to attend the second meeting of the member committee and the number of times to attend the east meeting of the audit Committee
Huang Yu 11 0 11 0 4 2 0 1
Cai Daiyan 11 11 0 4 0 1 1
Jia Shenghua 11 11 0 4 0 1 1
(II) independent opinions issued in 2021
In accordance with the company law, the securities law, the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other laws and regulations, departmental rules, normative documents, the articles of association, the working system of independent directors and other provisions, we take advantage of the opportunity to participate in on-site meetings on the company's operating conditions, financial management, internal control Conduct on-site investigation on the implementation of resolutions of the board of directors, maintain close contact with other directors, senior executives and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, timely learn the progress of major issues of the company, fully review and discuss the topics considered by the board of directors and its special committees during the year, and express special opinions on some proposals, respectively:
Independent opinions on the proposal on the appointment of senior managers of the company at the 13th meeting of the second board of directors
1. Independent opinions on 2020 profit distribution plan
2. Independent opinions on internal control evaluation report in 2020
3. Independent opinion on the renewal of the company's 2021 financial audit institution
4. Independent opinions on confirming the remuneration of directors, supervisors and senior managers of the company in 2020
The 14th meeting of the second board of directors
5. Independent opinions on adjusting the remuneration of independent directors
6. Independent opinions on by election of directors of the company
7. Independent opinions on using some idle raised funds for cash management
8. Independent opinions on using idle self owned funds for cash management
9. Independent opinions on the company's application for comprehensive credit line from the bank
Independent opinions on accounting policy changes at the 15th meeting of the second board of directors
Independent opinions of the 17th meeting of the second board of directors on the appointment of the company's financial director
Independent opinions on signing the project cooperation agreement and termination agreement at the 18th meeting of the second board of directors
The 20th meeting of the second board of directors 1. Independent opinions on adjusting the investment plan of raised investment projects (property management intelligent system project)
2. Independent opinions on the use of self owned funds to pay the funds required for raised investment projects and equal replacement with raised funds
Independent opinions of the 21st Meeting of the second board of directors on the company's participation in equity bidding
The 22nd Meeting of the second board of directors 1. Independent opinions on adjusting the authorized amount of cash management with idle self owned funds
2. Independent opinions on the general election of non independent directors and independent directors of the board of directors
Independent opinions of the 23rd Meeting of the second board of directors on changing the investment projects with raised funds
3、 Key matters concerned in the annual performance of independent directors
The independent directors shall focus on and review the following matters of the company, as follows:
（1） Related party transactions
In 2021, the independent directors gave full play to the independent audit role of the independent directors, carefully reviewed the related party transactions in the daily operation of the company, and believed that the related party transactions of the company were in line with the provisions of national laws, regulations and other normative documents, the pricing was fair and in line with market standards, and there were no situations such as interest transmission that damaged the interests of the company and all shareholders, especially small and medium-sized shareholders.
（2） External guarantee and fund occupation
During the reporting period, the company had no external guarantees, nor did it provide illegal guarantees by controlling shareholders and their related parties or occupy non operating funds of related parties.
（3） Use of raised funds
On November 17, 2021, Zhejiang regulatory bureau of China Securities Regulatory Commission issued the decision on Issuing warning letters to Nacity Property Service Group Co.Ltd(603506) and relevant personnel (No. [2021] 102), which mentioned the non-standard use of the company's raised funds and financial records. The company has completed rectification for the above problems. During the reporting period, the independent directors carefully checked such matters as changing the investment project of raised funds, adjusting the investment plan of raised investment projects (property management intelligent system project), paying the funds required for raised investment projects by using their own funds, replacing them with the same amount of raised funds, and using some idle raised funds for cash management. We believe that the above-mentioned management and use of raised funds do not conflict with the implementation plan of raised investment projects, affect the normal implementation of raised funds investment projects, change the investment direction of raised funds in a disguised manner and damage the interests of shareholders, which is conducive to improving the use efficiency of raised funds.
（4） Nomination and remuneration of senior management
Based on the completion of business objectives and performance, the independent directors reviewed the nomination and remuneration plan of the company's directors and senior managers in 2021, and considered that the directors and senior managers of the company have the qualifications specified in the company law, the articles of association and other relevant laws and regulations, the nomination procedures comply with the provisions of the articles of association and relevant laws and regulations, and the appointment procedures are legal and compliant. Relevant salary payment procedures of the company comply with relevant laws and regulations and relevant systems and regulations of the company.
（5） Appointment or change
