Jinfa Labi Maternity & Baby Articles Co.Ltd(002762)
2021 annual report of independent directors
——Independent director Yao Ming’an
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, Yao Ming’an, in accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the conduct of directors of Listed Companies in Shenzhen Stock Exchange, several provisions on strengthening the protection of the rights and interests of public shareholders 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 general agency agreement for approval
8th meeting 29
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
For the above independent opinions, please refer to the announcement issued by the company on cninfo.com, the designated information disclosure media.
3、 Work of serving as members of the special committee
1. As a member of the audit committee, I attended 4 meetings of the audit committee of the board of directors during the reporting period and carried out the following main work:
(1) Review of periodic reports, financial statements and profit distribution plans
During the reporting period, the company reviewed and verified the company’s regular reports, relevant financial statements and profit distribution plan for 2020, and jointly confirmed the contents of the periodic reports with the accounting firm and the company’s senior management to ensure that the periodic reports are true, accurate and complete.
(2) Provide professional guidance on the company’s financial and audit work
In 2021, I took the opportunity of attending the working meeting of the audit committee and the meeting of the board of directors to carefully analyze the relevant financial reports and audit reports of the company, exchange opinions with the person in charge of Finance and the person in charge of internal audit department on the existing problems, timely deal with relevant business matters and strengthen internal control management.
(3) Verification of related party transactions
In accordance with the basic principles and relevant provisions of related party transactions, understand and verify the related party transactions of the company, ensure that the related party transactions are not used to regulate profits and transfer interests to related parties, and protect the legitimate rights and interests of small and medium-sized investors.
2. 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:
Participate in the nomination committee, review the work summary of the nomination committee in 2021 and the work plan in 2022, clarify the work priorities in 2022, study and discuss the candidates for the new term of directors and managers, and put forward suggestions to the board of directors; Search for qualified candidates for directors and managers.
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: Yao Ming’an; mail box: [email protected].
Finally, I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active cooperation and support in my work in 2021!
It is hereby reported.
Independent director: yaomingan April 14, 2022
