Jinfa Labi Maternity & Baby Articles Co.Ltd(002762)
2021 annual report of independent directors
——Independent director Ji Chuansheng
As an independent director of the Fourth Board of directors of Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) (hereinafter referred to as "the company"), I, Ji Chuansheng, in accordance with the company law, the code of corporate governance for listed companies, the guiding opinions on the establishment of independent director system in listed companies, the guidelines on the behavior of directors of Listed Companies in Shenzhen Stock Exchange, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and other relevant laws and administrative regulations According to the requirements of normative documents, the articles of association and the working system of independent directors of the company, in 2021, I earnestly and diligently performed the duties of independent directors, attended the meetings of the board of directors, actively offered suggestions, expressed independent opinions on important matters, verified the specified matters, effectively played the role of independent directors and effectively safeguarded the interests of the company and shareholders. The work in 2021 is reported as follows:
1、 Attendance at meetings
1. Attendance at the general meeting of shareholders
In 2021, the company held a general meeting of shareholders. I should attend the meeting once and actually attend the meeting once.
2. Attendance at board meetings
In 2021, the board of directors of the company held 6 meetings and considered 24 proposals. I should have attended the meeting 6 times and actually attended the meeting 6 times, including 6 on-site attendance and 0 communication voting. I was not entrusted to attend or absent from the meeting. Based on the principles of diligence, pragmatism, honesty and responsibility, after detailed consultation and objective and prudent consideration, I voted for all the proposals considered at the board meeting, but did not vote against or abstain from voting. I have no objection to the above proposal and other matters of the company.
2、 Independent opinions
In 2021, I actively played the role of independent directors in the company, reviewed major matters of the company, and expressed independent opinions on major matters during the reporting period. The details are as follows:
Independent opinion serial number meeting name time independent opinion matters
type
On the relationship with related parties mirlele (Shanghai)
The 4th board of directors January 2021
1 Food Sales Co., Ltd. signed the 8th meeting of general agent coordination Italy on the 29th
The proposal on the cooperation agreement with dealers was issued
Table independent opinion
1、 About the deposit of raised funds in 2020
Independent opinions on use; 2、 Close
Self evaluation report on internal control in 2020
Independent opinions of the report; 3、 About the company
Implementation and of related party transactions in 2020
Independence of daily connected transactions in 2021
See; 4、 About the company's external guarantee and related
Independent opinions of the Fourth Board of directors on the capital transactions of the joint venture in April 2021;
2 agree to the fifth meeting on the 28th of the 10th meeting on the profit distribution plan for 2020
Independent opinion of the; 6、 About continuing accounting
Independent opinions of the certified public accountants' office; 7、 About
Information construction project settlement and balance project
Raising funds to permanently supplement working capital
Opinions; 8、 Confirmation for 2020
Changes in fair value of other non current financial assets
Independent opinion on dynamic loss.
1、 About the raised funds in the half year of 2021
Independent opinions on storage and use; II
Provision for impairment of long-term equity investment
Independent opinions of the Fourth Board of directors in August 2021; 3、 About controlling shareholders
3. It is agreed that on the 12th of the 11th meeting and other related parties will occupy funds and bear external liabilities
Special description and independent opinions on the insurance situation;
4、 About daily association in the half year of 2021
Independent opinions on transaction matters.
About Guangdong Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) transferring its holding
December 2021 of the 4th board of directors
4. Mirlele dairy (Shanghai) Co., Ltd. agreed to the 13th meeting on the 22nd
Proposal on equity of the company
3、 Work of serving as members of the special committee
1. As a member (convener) of the nomination committee, I attended one meeting of the Nomination Committee during the reporting period and carried out the following main work:
The nomination committee was convened to review the work summary of the nomination committee in 2021 and the work plan in 2022, clarify the focus of work in 2022, and put forward suggestions: in 2022, the nomination committee also needs to reserve talents for maternity hospitals, maternity clubs and other businesses, so as to reserve talents for the subsequent development of maternity hospitals, maternity clubs and other projects of the company.
2. As a member of the Remuneration Committee, I participated in one meeting of the remuneration and assessment committee during the reporting period and carried out the following main work:
(1) The proposal on adjusting the remuneration of the Secretary of the board of directors was reviewed.
(2) Supervise the implementation of the company's salary system.
(3) Actively participate in the relevant daily work of the company according to the working rules of the salary and assessment committee of the company, give full play to professional advantages, actively publish suggestions, and play the due role of the members of the salary and assessment committee. 3. As a member of the strategic development committee, I attended three meetings of the Strategic Development Committee during the reporting period and carried out the following main work:
(1) Considering the proposal on investing in Han Fei's medical beauty and the proposal on participating in the investment in the establishment of medical beauty industry fund, the meeting put forward opinions: the layout of medical beauty business will help the company open up the chain of Pan maternal and infant medical field and create a complete business closed loop. The target company invested by the company can have a mature professional team in the medical beauty field to help listed companies quickly enter the track of medical beauty industry, Promote the rapid development of the company's new business system.
(2) Considering the investment report on mirlele (Shanghai) Co., Ltd. submitted by Guangdong Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) Investment Co., Ltd., the meeting put forward opinions: the company's strategic development plan is clear, and the future resource allocation will focus on the medical and medical beauty track. At this time, the investment and use of funds must focus on the medical and medical beauty track, and it is not suitable to diversify investment in other fields.
(3) To review the application for value appraisal of the equity of mirlele dairy (Shanghai) Co., Ltd. held by the company submitted by Guangdong Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) Investment Co., Ltd.
4、 On site investigation of the company
In 2021, I fully and actively participated in the board of directors, went deep into the company's on-site investigation, understood the improvement and implementation of the company's production and operation, management and internal control, financial management and other systems, the implementation of resolutions of the board of directors, related party transactions and other related matters, listened to the company's management's report on the company's operation and standardized operation, and strengthened communication with the company's directors, supervisors, senior managers and relevant personnel, Timely learn the progress of major events of the company and master the dynamics of the company.
5、 Other work done in protecting the rights and interests of investors
1. Earnestly perform the duties of independent directors, participate in the meetings of the board of directors, the audit committee and the Remuneration Committee, carefully study various proposals, verify the actual situation, use their own professional knowledge and experience to make a fair judgment on the matters under consideration, exercise their voting rights independently, objectively and prudently, express independent opinions on the remuneration of senior executives and related party transactions of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders, Promote the stable development of the company.
2. Continue to pay attention to the company's information disclosure, and effectively supervise and verify the timely disclosure of specified information. The company can carry out continuous and standardized information disclosure in strict accordance with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the company's information disclosure system, so as to ensure that investors can effectively obtain the company's business situation and the company's development strategic plan, and the company's information disclosure in 2021 is true, accurate, timely and complete.
3. Strengthen self-study, understand and master relevant laws, regulations and rules, especially pay attention to the understanding and understanding of laws and regulations related to standardizing the corporate governance structure and protecting the legitimate rights and interests of social public shareholders, actively participate in relevant training organized by the company in various ways, constantly improve their ability to perform their duties and form the ideological consciousness of consciously protecting the rights and interests of social public shareholders, Provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation.
6、 Learning situation
Carefully study the regulatory documents of Guangdong securities regulatory bureau and Shenzhen Stock Exchange and the integrity archives issued by Shenzhen Stock Exchange, actively participate in the internal training organized by the company, and improve the sense of responsibility and risk.
7、 Other work conditions of myself
1. There is no proposal to convene the board of directors;
2. There is no proposal to dismiss the accounting firm;
3. There is no independent employment of external audit institutions and consulting institutions.
8、 Contact information
Name of independent director: Ji Chuansheng; mail box: [email protected].
Finally, the board of directors, management and relevant personnel of the company in my work in 2021
I would like to express my heartfelt thanks for your active cooperation and support!
It is hereby reported.
Independent director: Ji Chuansheng April 14, 2022
