Xinjiang Korla Pear Co.Ltd(600506)
Report on the work of independent directors in 2021
As an independent director of Xinjiang Korla Pear Co.Ltd(600506) (hereinafter referred to as “the company”), we faithfully performed the duties of independent directors in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent directors in listed companies, the stock listing rules of Shanghai Stock Exchange and relevant laws, regulations and rules He diligently exercised the rights of independent directors, actively attended relevant meetings of the company in 2021, carefully considered various proposals of the board of directors and special committees of the board of directors, actively provided advice for the long-term development and management of the company, and played a positive role in the scientific decision-making, standardized operation and development of the company. The performance of duties in 2021 is reported as follows: I. Basic information of independent directors
(I) resume of independent directors
Li Jiang: now he is a second-class professor in the College of forestry and horticulture, Xinjiang Agricultural University, doctor of forest cultivation and doctoral supervisor of fruit tree science; He is also the executive director of China horticultural society; Vice president of dried fruit branch of China horticultural society; Executive director of economic forest branch of China forestry society; Vice president of Xinjiang horticultural society; Editorial board member of academic journals such as journal of fruit trees, research on economic forests and China fruit trees; Independent directors of the company.
Li Shengli: successively served as lawyer and deputy director of Xinjiang Bazhou law firm (later transformed into Xinjiang Tianxue law firm). He is currently the deputy director of Xinjiang Tianxue law firm; Independent directors of the company.
Li Gang: now he is Professor of accounting, doctoral supervisor and doctor of management (Accounting) in the school of accounting, Xinjiang University of Finance and economics. He used to be the director of the Department of accounting. Independent director of Xinjiang Xiyu Tourism Co., Ltd., independent director of Bohai Automotive Systems Co.Ltd(600960) Co., Ltd., independent director of Shanghai Amarsoft Information & Technology Co.Ltd(300380) Co., Ltd. and independent director of the company.
(II) independence description
As an independent director, during the term of office, we, our immediate family members and major social relations do not work in the company and its subsidiaries, do not directly or indirectly hold shares of the company, and do not work in shareholder units that directly or indirectly hold 5% or more of the issued shares of the company. As independent directors of the company, they can normally perform the relevant duties of independent directors. We have the independence required by the guidance on the establishment of independent director system in listed companies issued by the CSRC, and there is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors and general meeting of shareholders this year
In 2021, the company held 12 meetings of the board of directors to consider 58 proposals and 3 general meetings of shareholders. We actively performed the duties of independent directors through talks, communication and reading materials. For major issues to be discussed by the board of directors, relevant departments of the company were required to provide detailed decision-making basis. We carefully read and studied the proposal materials of each board of directors. During the meeting, we listened carefully to the report of the management, actively participated in the discussion, made full use of our professional knowledge and expressed our own opinions and suggestions. We deliberated carefully and voted carefully on all the proposals of the board of directors.
The attendance of independent directors at the meeting is as follows:
Independent directors shall attend in person and entrust shareholders to attend in case of absence
Name number of meetings
Li Jiang 12 0 03
Li Shengli 12 0 3
Gong Qiaoli 3 0
Li Gang 8 800 1
(II) attendance at meetings of special committees of the board of directors
As members of the audit committee, independent directors make full use of their professional knowledge and practical experience to participate in the deliberation and decision-making of major matters of the company. During the reporting period, the audit committee held 4 meetings, and all independent directors attended the meeting in person to review the matters considered by the board of directors during the reporting period. As members of the nomination committee, independent directors participate in the deliberation and decision-making of the election and voting of non independent directors and independent directors of the company. During the reporting period, the nomination committee held one meeting.
(III) on site investigation and cooperation of the company
In 2021, the company’s management personnel actively cooperated with the work of independent directors and actively answered the questions raised by independent directors, which provided convenient conditions for us to carry out our work. Through communication with the company’s management, we understood the company’s operation and industry development, supervised the company’s financial situation, performed corresponding responsibilities, and improved the decision-making efficiency of the company’s board of directors.
3、 Key matters concerned in the annual performance of independent directors
As an independent director in the reporting year, we relied on our professional knowledge and ability to make objective, fair and independent judgments on the premise of understanding relevant laws and regulations, normative documents and the company’s operating conditions. We listened to the report of the company’s management in detail, carefully checked each proposal, reviewed major matters such as related party transactions and asset restructuring considered by the company’s board of directors during the reporting period, and expressed agreed independent opinions.
Serial number, time and type of independent opinions
On April 21, 2021, the seventh proposal on the company meeting the conditions for non-public development of shares was held
The 15th meeting of the board of directors and the proposal on Xinjiang Korla Pear Co.Ltd(600506) non-public consent to the scheme of 1 Development Bank shares were deliberated item by item
2. Proposal on holding the 7th annual report on business operation in 2020 on April 27, 2021;
Proposal of the 16th session of the board of directors 2 and the work report of the board of directors in 2020; 3. Agree to the proposal of 2020 financial final accounts report;
4. Full text of 2020 annual report and annual report
Proposal on the summary of the report;
5. Proposal on 2020 profit distribution plan;
6. Comments on the 2020 internal control evaluation report
Case;
7. Discussion on internal control audit report in 2020
Case;
8. Working Party of internal control test and evaluation in 2021
The proposal of the proposal;
9. Discussion on the report on the work of independent directors in 2020
Case;
10. Report on the work of the audit committee in 2020
Proposal;
11. On implementing new accounting standards and changing accounting policies
Proposal of the policy
1. On by election of non independent directors of the seventh board of directors
3. Proposal to convene the seventh meeting on May 12, 2021; Agree to the 18th meeting of the 7th board of directors 2. On by election of independent directors of the 7th board of directors
The proposal of the;
4. On July 15, 2021, the seventh meeting of the board of directors on hiring lead underwriters and related party transactions was held to agree to the proposal of the 20th meeting of the board of directors.
1. The reorganization of the company complies with relevant laws and regulations
Provisions of the bill;
2. Proposal on the reorganization plan of the company;
3. Discussion on this reorganization not constituting related party transactions
Case;
4. About this reorganization meeting the requirements of the major assets of listed companies
The proposal stipulated in Article 11 of the measures for the administration of industrial restructuring;
5. About this reorganization does not constitute a major reorganization of listed companies
Article 13 of the measures for the administration of asset restructuring
Proposal on the listing of the group;
On November 24, 2021, the seventh meeting was held. 6. On the reorganization meeting the requirements of the
The 24th Meeting of the 5th session of the board of directors agreed with the proposal specified in Article 4 of the provisions on several issues of major asset restructuring of the company;
7. About Xinjiang Korla Pear Co.Ltd(600506)
Report on major asset purchase (Draft) and its summary
The proposal of the;
8. On signing the major asset purchase agreement with effective conditions
Proposal on compensation agreement for buying and profit forecast;
9. About the approval of the audit report related to the reorganization and the preparation
Proposals for examining and reviewing the report and asset appraisal report;
10. About the independence of the evaluation institution of this reorganization
Rationality, evaluation method and evaluation of assumptions
Discussion on the relevance of appraisal purpose and the fairness of appraisal pricing
Case;
11. On the company’s performance of legal procedures in this reorganization
Completeness, compliance and validity of legal documents submitted
A proposal to explain the;
12. On whether the fluctuation of the company’s stock price reaches the “pass”
In regulating the information disclosure of listed companies and related parties
Proposal on relevant standards in Article 5 of the notice;
13. About subsidiaries applying for M & A loans from banks and
Proposal on providing guarantee for subsidiaries;
14. About the company’s employment of intermediaries for this reorganization
Proposal on providing services;
15. Discussion on the company’s application for loans and related party transactions
Case;
16. About authorizing the board of directors to handle the relevant procedures of this reorganization
Proposal on matters;
seventeen
