Shandong Denghai Seeds Co.Ltd(002041)
2021 annual report of independent directors
--Ai Ling pan
Shareholders and shareholder representatives:
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as "the company"), in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of social public shareholders, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the working system of independent directors of the company and other relevant laws and regulations In accordance with the provisions and requirements of the Department's rules and regulations, in the work of 2021, he diligently, dutifully and faithfully performed his duties, was able to attend the relevant meetings of the company's board of directors, carefully consider various proposals, and express independent opinions on relevant matters of the company, effectively safeguarding the interests of the company and shareholders, especially public shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Basic information of attending the meeting
The board of directors held 7 meetings in 2021. I personally attended 7 meetings, entrusted independent directors of the company to attend 0 meetings and absent 0 meetings. Voted in favor of the relevant proposals considered at each board meeting.
2、 Independent opinions
During the reporting period, I gave independent opinions on the proposals of the board of directors three times.
(I) the independent opinions on relevant matters expressed at the 11th meeting of the seventh board of directors held on April 20, 2021 are as follows:
1. After verification, the capital transactions between the company and its controlling shareholders and other related parties during the reporting period are as follows:
(1) Capital transactions between the company and its controlling shareholders
In this period, the company sold corn seeds and corn for resale to Laizhou Academy of Agricultural Sciences (hereinafter referred to as "Laizhou Academy of Agricultural Sciences"), the controlling shareholder, and received a settlement of 4323540 yuan;
On October 25, 2009, the company signed the asset use agreement with Laizhou Academy of Agricultural Sciences to provide the training center to Laizhou Academy of Agricultural Sciences for use, with an annual use fee of 300000 yuan and a term of 2 years. After the expiration on October 24, 2011, both parties renew the agreement, with an annual use fee of 350000 yuan and a term of 2 years. The renewal agreement expired on October 24, 2013, and both parties renewed the agreement on October 24, 2013. The annual use fee is 350000 yuan only, with a term of two years. After the expiration of the agreement on October 24, 2015, both parties agree to renew the agreement, and the annual use fee is 350000 yuan only,
The term is 3 years. After the expiration of the agreement on October 24, 2018, both parties agree to renew the agreement through consultation. The annual use fee is RMB 350000 and the term is 3 years. The company recognized the lease income of 35000000 yuan in the current period.
The company paid the catering service fee of 58916600 yuan to Laizhou Academy of Agricultural Sciences.
As of the end of the reporting period, the above connected transactions were settled at the market price (or as agreed in the agreement). During the reporting period, the controlling shareholders did not occupy the non operating funds of the listed company.
(2) Capital transactions between the company and other related parties during the reporting period
Unit: RMB
The counterparty and the listed company verify the repayment from the beginning of 2020 to 2020
Other related funds: the name of the related party of the company, the accounting department of the related settlement of the company, the balance of the current funds, the accumulated current funds, and the amount of the current nature of the current transactions formed at the end of 2020 (excluding the amount of interest (if any), the reason for the fund balance
(interest)
Other receivables of Shandong Denghai Shengfeng Seed Industry Co., Ltd. holding subsidiary 290613856290613856 loan non operating transactions other receivables of Inner Mongolia Denghai Liaohe Seed Industry Co., Ltd. holding subsidiary 30000 Fawer Automotive Parts Limited Company(000030) 0000000 loan non operating transactions and its subsidiaries Shaanxi Denghai Dixing Seed Industry Co., Ltd. holding subsidiary other receivables borrowings non operating current enterprises 1500 Ping An Bank Co.Ltd(000001) 50000000
Other receivables of Heilongjiang Denghai jiuke Seed Industry Co., Ltd. holding subsidiary 3500 China Tianying Inc(000035) 000000 loan non operating transactions
Connected natural persons and legal persons under their control
A small number of other receivables borrowings from other related parties and subsidiaries of Shandong Shengfeng Seed Technology Co., Ltd. are non operating transactions, and the shareholders of its subsidiaries are 267999040267999040
Total 100861289674323540 - 897936436185000000
(3) During the reporting period, the company did not have external guarantees, nor did it have external guarantees and illegal external guarantees that occurred in previous years and accumulated to December 31, 2020.
2. Independent opinions on 2020 profit distribution plan
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as "the company"), in accordance with the relevant provisions of the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and the articles of association, the independent opinions on the company's 2020 profit distribution plan proposed at the 11th meeting of the seventh board of directors are as follows:
After verification, we believe that the company's profit distribution plan for 2020 is formulated according to the actual situation of the company, there is no damage to the interests of minority shareholders, complies with the provisions of relevant laws, regulations and the articles of association, and meets the requirements of profit distribution decision-making procedures. Therefore, we agree with the plan.
3. Independent opinion on the renewal of zhongtianyun Certified Public Accountants (special general partnership) as the company's audit institution in 2021
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as the "company") in accordance with the relevant regulations of the guiding opinions on the establishment of independent director system in listed companies, the guidelines on the behavior of directors of Listed Companies in small and medium-sized enterprises of Shenzhen Stock Exchange, the working system of independent directors and other relevant rules and regulations, We hereby express our independent opinions on the company's reappointment of zhongtianyun Certified Public Accountants (special general partnership) as the company's audit institution in 2021 as follows:
After verification, zhongtianyun Certified Public Accountants (special general partnership) is qualified to engage in securities business. During his tenure as the company's audit institution, he can abide by the independent audit standards for Chinese certified public accountants and express independent audit opinions diligently, dutifully, fairly and reasonably. The reports issued objectively, fairly and fairly reflect the financial status and operating results of the company. We agree that the company will continue to appoint zhongtianyun Certified Public Accountants (special general partnership) as the auditor of the company's 2021 financial report.
4. Independent opinions on the self-evaluation report of the company's internal control in 2020
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as "the company"), in accordance with the provisions of the guiding opinions on the establishment of independent director system in listed companies, the guidelines on the behavior of directors of Listed Companies in the SME sector of Shenzhen Stock Exchange, the working system of independent directors and other relevant documents, I hereby express my independent opinions on the self-evaluation report on the company's internal control in 2020 issued by the board of directors of the company as follows:
After verification, the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
As an independent director of Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as "the company"), in accordance with the provisions of the guiding opinions on the establishment of independent director system in listed companies, the guidelines on the behavior of directors of Listed Companies in the small and medium-sized enterprise sector of Shenzhen Stock Exchange, the working system of independent directors and other relevant documents, I hereby express independent opinions on the proposal of the company to withdraw the provision for asset impairment as follows: the company has sufficient basis for withdrawing the provision for asset impairment this time, The decision-making procedure is standardized, in line with the provisions of the accounting standards for business enterprises and relevant systems of the company, can more fairly reflect the financial status, asset value and operating results of the company as of December 31, 2020, is in line with the overall interests of the company, helps to provide investors with more authentic, reliable and accurate accounting information, and does not harm the interests of the company and all shareholders, especially minority shareholders. We agree to withdraw the provision for asset impairment this time.
(II) the independent opinions on the proposal on changes in accounting policies issued at the 12th meeting of the seventh board of directors held on April 28, 2021 are as follows:
This accounting policy change is a reasonable change made by the company in accordance with the requirements of relevant documents issued by the Ministry of finance, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. The changed accounting policy can objectively and fairly reflect the financial status and operating results of the company. The decision-making process of accounting policy change complies with the relevant laws and regulations and the relevant provisions of the articles of association, and will not affect the financial status The operating results have a significant impact, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The independent directors unanimously agreed to the accounting policy change of the company.
(III) the independent opinions on relevant matters expressed at the 15th meeting of the seventh board of directors held on August 24, 2021 are as follows:
1. After verification, the capital transactions between the company and its controlling shareholders and other related parties during the reporting period are as follows:
(1) Capital transactions between the company and its controlling shareholders
1) In the current period, the company sold corn seeds and corn to the controlling shareholder Laizhou Academy of Agricultural Sciences (hereinafter referred to as "Laizhou Academy of Agricultural Sciences"), and received a settlement of 12101300 yuan;
2) On October 24, 2018, the company renewed the asset use agreement with Laizhou Academy of Agricultural Sciences to provide the training center to Laizhou Academy of Agricultural Sciences, with an annual use fee of 350000 yuan and a term of 3 years. The company recognized the lease income of 150000 yuan in the current period; 3) The total amount of catering service fee paid by the company to Laizhou Academy of Agricultural Sciences is 27959900 yuan.
As of the end of the reporting period, the above connected transactions were settled at the market price (or as agreed in the agreement). During the reporting period, the controlling shareholders did not occupy the non operating funds of the listed company.
(2) Capital transactions with other related parties during the reporting period.
Receivables: prepayments
Whether there is non opening balance, current added amount, current recovered amount, current interest, closing balance, related party relationship reason, operating fund (10000 yuan) (10000 yuan) amount (10000 yuan) interest rate (10000 yuan) (10000 yuan) occupation
Shandong Shenhua seed company
Purchase of minority shares of Industrial Co., Ltd. No 0 60.46 0 0.00% 0 60.46
