Juneyao Grand Healthy Drinks Co.Ltd(605388)
Report on the work of independent directors in 2021
As an independent director of Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as ” Juneyao Grand Healthy Drinks Co.Ltd(605388) ” or “the company”), we are diligent and responsible in strict accordance with the provisions and requirements of the company law, the securities law, the guidance on the establishment of independent director system in listed companies, the stock Listing Rules of Shanghai Stock Exchange, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, Prudently exercise the rights of independent directors, actively understand the operation and development of the company, actively attend the board of directors and shareholders’ meetings, participate in major decisions of the company, give full play to their professional advantages on major matters considered by the board of directors, express independent and objective opinions, effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, and fulfill their duties and obligations of integrity and diligence. The performance of duties in 2020 is reported as follows:
1、 Basic information of independent directors
During the reporting period, the board of directors of the company was composed of 9 directors, including three independent directors, namely Mr. Shi Zhanzhong, Mr. Xu Zongyu and Mr. Wang Zhong.
1. Work experience, professional background and part-time work
Shi Zhanzhong, from May 1994 to July 1999, was the department general manager of Shanghai housing (Group) Corporation; From July 1999 to December 2001, he served as the director and general manager of Shanghai Zhongfu Technology Co., Ltd; From January 2010 to December 2017, he served as vice president of the Institute of advanced industrial technology of Shanghai Jiaotong University; From September 2000 to now, he has successively served as lecturer, associate professor, professor and doctoral supervisor of Antai School of economics and management, Shanghai Jiaotong University; From April 2013 to now, he has served as Risen Energy Co.Ltd(300118) independent director; From September 2015 to now, he has served as the director of the industrial economy research center of Shanghai Jiaotong University; From June 14, 2019 to now, he has served as Shanghai Shenda Co.Ltd(600626) independent director; From November 2019 to now, he has served as Changjiang Securities Company Limited(000783) independent director.
Xu Zongyu, from September 1984 to February 1998, successively served as lecturer, associate professor and deputy director of the Department of accounting of the school of economics and trade of China University of mining and technology; From March 1998 to September 2002, served as Guotai Junan Securities Co.Ltd(601211) deputy manager; From October 2002 to August 2008, he successively served as associate professor, professor and Dean of the Department of accounting, School of international business and management, Shanghai University; From September 2008 to now, he has served as professor and director of the Department of accounting of the school of management of Shanghai University; He used to be an independent director of Shanghai Kaikai Industry Company Limited(600272) , Shanghai Anoky Group Co.Ltd(300067) Group Co., Ltd. At present, he is an independent director of Shanghai Zijiang Enterprise Group Co.Ltd(600210) , Shanghai Rendu Biotechnology Co., Ltd. Aeolus Tyre Co.Ltd(600469) , Zhejiang Tianzhen Technology Co., Ltd.
Wang Zhong, from September 1990 to March 1993, was a member of the Legal Affairs Department of Fushun Administration for Industry and commerce; From March 1993 to January 1997, he once served as a lawyer of Fushun first law firm; From January 1997 to March 2000, he served as the director of Fushun Bida law firm; From March 2000 to March 2002, he was a lawyer of Shanghai Guanghai law firm; He once served as a director and Apple Flavor & Fragrance Group Co.Ltd(603020) independent director of quanminyun (Shanghai) Technology Co., Ltd. From March 2002 to now, he has served as the director of Beijing Kyoto (Shanghai) law firm; Since 2017, he has concurrently served as Shanghai Sk Automation Technology Co.Ltd(688155) independent director; From 2019 to now, he has also served as an independent director of Zhejiang melkat intelligent kitchen and bathroom Co., Ltd; Since 2020, he has also served as an independent director of Zhejiang Wanfeng Chemical Co., Ltd.
2. Independence statement
As an independent director of the company, we have not held any position in the company other than an independent director, provided financial, legal, management consulting, technical consulting and other services for the company, nor obtained additional undisclosed interests from the company and its major shareholders or interested institutions and personnel, and there is no situation affecting the independence of independent directors.
2、 Annual performance of independent directors
1. Attendance at the meeting
In 2021, the company held nine board meetings and three general meetings of shareholders. With a diligent and responsible attitude, we attended all the board of directors and shareholders’ meetings held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, which played a positive role in the correct decision-making of the board of directors. During the reporting period, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant examination and approval procedures were carried out for major matters. We voted in favour of all proposals on the board of directors without negative votes or abstention.
The board of directors of the company consists of four special committees: Strategy Committee, audit committee, nomination committee and remuneration and assessment committee. According to the actual situation of the company, according to the working system of the strategy committee of Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors, the working system of the audit committee of Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors and the working system of the remuneration and assessment committee of Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors The nomination committee of Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors shall perform their respective duties in a serious, diligent and conscientious manner in accordance with the requirements of the working system of the nomination committee of Juneyao Grand Healthy Drinks Co.Ltd(605388) board of directors. In 2021, the company held 1 meeting of the strategy committee, 5 meetings of the audit committee, 1 meeting of the remuneration and assessment committee and 4 meetings of the nomination committee. We all attended in person and were not absent for no reason.
2. Independent opinions
During the reporting period, we performed our duties and expressed independent opinions on the following matters: (1) the company held the sixth meeting of the Fourth Board of directors on February 9, 2021, and we expressed clear independent opinions on the proposal on capital increase to subsidiaries and related party transactions;
(2) The company held the seventh meeting of the Fourth Board of directors on March 15, 2021, and we expressed clear independent opinions on the proposal on adding directors of the company;
(3) The company held the 8th meeting of the 4th board of directors on April 15, 2021. We made comments on the proposal on the profit distribution plan for 2020, the proposal on the remuneration plan for the directors and senior managers of the company in 2021 and the confirmation of the implementation of the remuneration in 2020, the proposal on the renewal of the appointment of an accounting firm, the proposal on the expected daily connected transactions of the company in 2021 The proposal on the special report on the deposit and actual use of raised funds in 2020 issued clear independent opinions;
(4) The company held the 9th meeting of the 4th board of directors on April 23, 2021, and we issued clear independent opinions on the proposal on changes in accounting policies;
(5) The company held the 10th meeting of the 4th board of directors on May 10, 2021, and we expressed clear independent opinions on the proposal on the appointment of deputy general manager of the company; (6) The company held the 11th meeting of the 4th board of directors on August 27, 2021, and we issued clear independent opinions on the proposal on the special report on the deposit and actual use of raised funds in the half year of 2021;
(7) The company held the 12th meeting of the 4th board of directors on September 1, 2021. We discussed the proposal on using some idle raised funds for cash management, the proposal on using some idle self owned funds for cash management, the proposal on using some idle self owned funds for cash management and related party transactions The proposal on using part of its own funds to carry out financial service business and related party transactions issued clear independent opinions; (8) The company held the 13th meeting of the 4th board of directors on October 27, 2021, and we expressed clear and independent opinions on the proposal on adjusting the forecast of some daily connected transactions in 2021.
(9) The company held the 14th meeting of the 4th board of directors on December 28, 2021. We expressed clear and independent opinions on the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company, and the proposal on the expected daily connected transactions of the company in 2022.
3. The company’s cooperation with independent directors
In 2021, we took advantage of the opportunity of attending on-site meetings to conduct on-site investigation on the company, deeply understand the operation and management status of the company, timely learn the progress of major matters of the company through telephone, e-mail and other means, master the operation dynamics of the company, and make full use of our professional knowledge to put forward reasonable reference suggestions for the management of the company. Before convening the board of directors and relevant meetings, the company can timely transmit relevant meeting materials, communicate with us in advance and truthfully reply to our inquiries. Relevant staff have given active and effective cooperation and support in the process of performing our duties.
3、 Key matters concerned in the annual performance of independent directors
1. Foreign investment
The company’s foreign investment is an important measure to realize its own development strategy, further improve the company’s comprehensive competitiveness and achieve sustainable development. It meets the needs of the company’s future development and strategic layout, and is conducive to improving the company’s sustainable profitability and market competitiveness. The deliberation and voting procedures of foreign investment matters comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the legitimate interests of the listed company and all shareholders.
2. External guarantee and fund occupation
According to the spirit of the document of the opinions of the State Council on further improving the quality of listed companies (GF [2020] No. 14) and the provisions of the articles of association and other systems, we investigated the external guarantee and capital occupation of the company. In 2021, the company did not violate the external guarantee and the capital occupation of related parties.
3. Profit distribution
We believe that the company’s profit distribution plan for 2021 fully considers various factors such as shareholders’ interests, the company’s current operating conditions, capital needs and future development, and complies with the profit distribution policies in the articles of association and relevant laws and regulations.
4. Employment of accounting firms
The company appointed Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021. We believe that Dahua certified public accountants has well performed the responsibilities and obligations stipulated by both parties in accordance with the independent, objective and fair practice standards during its tenure as the company’s audit institution. The audit opinion issued by the firm can objectively and truly reflect the company’s financial situation and operating results, and successfully completed the company’s audit work.
5. Remuneration of directors and senior managers
In 2021, the remuneration, assessment and incentive of the company’s directors and senior managers were implemented in accordance with relevant regulations, and the remuneration distribution procedures were in line with relevant laws, regulations and the articles of association, without damaging the interests of the company and shareholders. We have no objection to this.
6. Implementation of internal control
In 2021, the company established and improved its internal control system in accordance with regulatory policies and combined with its own business needs. The corporate governance structure was perfect and effective, and the internal control organization was set up reasonably. The company’s internal control system had covered all business processes of the company, and the internal control was effective.
7. Operation of special committees under the board of directors
In 2021, the strategic development, audit, nomination, remuneration and assessment committees under the board of directors can faithfully perform their duties with a serious and responsible attitude of diligence and integrity according to the actual situation of the company and their respective working systems.
8. Use of raised funds
According to the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and the company’s measures for the management of raised funds, we have focused on the supervision and review of the use of the company’s raised funds, and believe that the storage and use of the company’s raised funds fully meet the requirements of relevant laws, regulations and systems, and there are no violations. At the same time, the company uses the temporarily idle raised funds for cash management, which aims to improve the use efficiency of the company’s idle raised funds, and is implemented on the premise that it does not affect the capital turnover needs of the company’s daily operation and the capital needs of the investment project construction of the raised funds, which is conducive to improving the use efficiency of the company’s funds and increasing the company’s income, which is in line with the interests of the company and all shareholders, and does not harm the company and all shareholders, Especially the interests of minority shareholders.
9. Performance of commitments of the company and shareholders
During the reporting period, the company’s disclosure of relevant commitments was true and sufficient, and there was no situation that should be disclosed but not disclosed. At the same time, the company can actively urge all parties to ensure that all relevant commitments are fulfilled in a timely and effective manner.
10. Implementation of information disclosure
We have paid continuous attention to and supervised the company’s information disclosure in 2021. The company’s information disclosure system is sound and can be implemented in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange. The information disclosure is true, accurate, timely and complete, and there are no false records, misleading statements or major omissions.
11. Related party transactions
The related party transactions conducted by the company during the reporting period are necessary for the production and operation of the company, the pricing is reasonable, the necessary decision-making procedures are performed, and the principles of fairness, impartiality, voluntariness and integrity are observed. There is no situation that damages the interests of the company and its shareholders.
4、 On site investigation of the company
In 2021, we conducted many on-site visits to the company to understand the operation and financial status of the company. Keep close contact with other directors, senior managers and relevant staff of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to the media and network reports of the company, timely learn the progress of major matters of the company and master the operation dynamics of the company.
5、 Work done in protecting the rights and interests of investors
1. The company can do a good job of information disclosure in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the measures for the management of information disclosure of listed companies and the guidelines for the management system of information disclosure of listed companies of Shanghai Stock Exchange, so as to ensure that the information disclosure of the company in 2021 is true, accurate, timely and complete, and safeguard the interests of the company and investors.
2. Investigation on corporate governance structure and operation management. We communicate with relevant personnel of the company to have an in-depth understanding of the improvement and implementation of the company’s operation management, internal control and other systems, the implementation of resolutions of the board of directors, financial management and other related matters
