Fujian Sunner Development Co.Ltd(002299)
Report on the work of independent directors in 2021
(he Xiurong)
As an independent director of Fujian Sunner Development Co.Ltd(002299) (hereinafter referred to as the "company"), I strictly comply with the company law of the people's Republic of China, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the Fujian Sunner Development Co.Ltd(002299) articles of association The Fujian Sunner Development Co.Ltd(002299) independent director system and other requirements, earnestly fulfill the obligations of loyalty, integrity and diligence of independent directors, actively attend the meeting, carefully review the proposal of the board of directors, express independent opinions on relevant matters of the company and regularly understand and inspect the operation of the company, give full play to the independent role of independent directors and safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, the company held 9 meetings of the board of directors and 4 general meetings of shareholders, all of which were attended in person, and there was no absence or entrustment of other directors to attend. The convening and convening of the board of directors of the company comply with legal procedures, and all decision-making matters have fulfilled relevant procedures. I have voted in favour of relevant proposals. My attendance at the meeting is as follows:
On site attendance times of directors participating in the report period, attendance times of entrusted attendance by means of communication, number of absences, number of times of not attending the meeting in person for two consecutive times plus number of times of attending the meeting
9 6 3 0 0 0 no
Number of shareholders' meetings attended 4
2、 Independent opinions
During the reporting period, on the premise of understanding relevant laws and regulations, normative documents and the company's business conditions, I actively participated in the discussion of various proposals and made objective, fair and independent judgments according to my professional knowledge and ability. The details are as follows:
(I) express the following independent opinions on relevant matters at the 21st Meeting of the Fifth Board of directors held on March 4, 2021:
1. Independent opinions on the proposal on the achievement of the first lifting of restrictions on the sale of restricted shares granted for the first time by the restricted stock incentive plan in 2019
(1) The company complies with the implementation of the equity incentive plan stipulated in the measures for the administration of equity incentive of listed companies and other laws and regulations, as well as the Fujian Sunner Development Co.Ltd(002299) 2019 restricted stock incentive plan (Draft) (hereinafter referred to as the "incentive plan"). The company has the subject qualification to implement the equity incentive plan, and there is no situation that the sales restriction shall not be lifted as stipulated in the incentive plan.
(2) We have checked the list of incentive objects whose sales restrictions can be lifted. 217 incentive objects whose sales restrictions can be lifted this time have met the conditions for lifting the sales restrictions specified in the incentive plan (including the overall performance conditions of the company and the individual performance evaluation conditions of incentive objects, etc.), and their qualification as the main body of incentive objects whose sales restrictions can be lifted this time is legal and effective.
(3) The arrangement for lifting the restriction on the sale of restricted shares of each incentive object in the company's incentive plan (including the restriction period, lifting the restriction conditions and other matters) does not violate the provisions of relevant laws and regulations, and does not infringe the interests of the company and all shareholders, especially small and medium-sized shareholders.
To sum up, we agree that 217 incentive objects of the company will lift the restrictions on sales as required after the expiration of the first restricted period of the incentive plan, and agree that the company will handle the corresponding procedures for lifting the restrictions on sales and listing of shares.
(II) express the following independent opinions on relevant matters at the 22nd Meeting of the Fifth Board of directors held on April 19, 2021:
1. Independent opinions on the company's 2020 internal control evaluation report
The company formulated the internal control system and normative system in strict accordance with relevant laws, regulations and the relevant requirements of the articles of association, which effectively ensured the orderly development of the company's production, operation and management activities and better controlled the risks in all links of the company's production and operation. The report comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system, and there is no damage to the interests of the company and minority shareholders. Therefore, we agree to the company's 2020 internal control evaluation report.
2. Independent opinions on the proposal on the renewal of the company's audit institution in 2021
Rongcheng Certified Public Accountants (special general partnership) is an accounting firm mainly engaged in the audit business of listed companies. It has the ability to independently undertake the business of certified public accountants and the qualification to engage in Securities and futures related businesses according to law. In the process of annual financial audit of the company, it adheres to the principles of independence, objectivity and impartiality, abides by the audit standards of certified public accountants, and its team has served the company with due diligence for many years, Meeting the requirements of the company's audit work, the company renewed the appointment of Rongcheng Certified Public Accountants (special general partnership) as the audit institution in 2021, which is in line with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations and the articles of association, in line with the fundamental interests of the company, and there is no damage to the interests of the company and minority shareholders. Agree to the proposal on renewing the appointment of the company's audit institution in 2021.
3. Independent opinions on the proposal on the estimation of related party transactions of the company and its subsidiaries in 2021
The company expects that related party transactions in 2021 are necessary for the normal production and operation of the company, strictly abide by the principles of fairness and impartiality, make full use of the advantageous resources owned by related parties to serve the production and operation of the company, which is conducive to promoting the development of the company, in line with the actual situation of the company, there is no damage to the interests of the company and other non related shareholders, and will not affect the independence of the company. The voting procedures for related party transactions comply with the requirements of relevant laws, regulations and normative documents and the relevant provisions of the articles of association. The related directors of the company avoided voting on this proposal. We agree to the proposal on the estimated related party transactions of the company and its subsidiaries in 2021.
4. Independent opinions on the remuneration plan for directors, supervisors and senior managers of the company in 2021. In accordance with the requirements of the articles of association, the rules of procedure of the board of directors, the rules of procedure of the remuneration and assessment committee of the board of directors and other internal systems of the company, and with reference to the remuneration level of the industry and region where the company is located, the company has formulated the remuneration plan for directors and supervisors in 2021, which is conducive to the mobilization of directors The enthusiasm and creativity of supervisors and senior managers are conducive to the sustainable and stable development of the company. Therefore, we agree to the remuneration plan for directors, supervisors and senior managers of the company in 2021.
5. Independent opinions on the proposal on profit distribution of the company in 2020
Based on the full understanding and examination of the proposal on the company's profit distribution in 2020, after review, we believe that this profit distribution proposal is formulated by the company taking into account the company's future development, financial status, cash flow status, profitability and shareholders' return on investment and other comprehensive factors, in line with the provisions of the company law of the people's Republic of China and the articles of association, The implementation of the plan is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of minority shareholders. At the same time, we are also concerned that the company will complete the profit distribution in the first three quarters of 2020 on January 20, 2021. In conclusion, we agree to the proposal on profit distribution of the company in 2020 and agree to submit it to the general meeting of shareholders for deliberation.
6. Independent opinions on the proposal on using idle self owned funds for entrusted financial management
According to the future business plan and the use of funds, on the premise of ensuring the liquidity and safety of funds, the company uses idle self owned funds for entrusted financial management, which helps to improve the use efficiency of the company's self owned funds and increase the company's income. It will not have an adverse impact on the company's production and operation, which is in line with the interests of the company, and there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, the company agrees to use idle self owned funds to purchase financial products this time.
7. Independent opinions on the proposal on nominating Ding Xiao as a director of the 5th board of directors of the company
The company's procedures for nominating Mr. Ding Xiao as a director of the 5th board of directors comply with the articles of association and relevant laws and regulations, which are legal and effective; Based on the understanding of the educational background, work experience, professional quality and health status of the director candidate, it is considered that Mr. Ding Xiao has the qualifications and work experience to perform the duties of director; There are no relevant circumstances stipulated in Article 146 of the company law of the people's Republic of China; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; Has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no case filed and investigated by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations. Agree to the proposal on nominating Ding Xiao as a director of the 5th board of directors of the company, and also agree to submit the proposal to the general meeting of shareholders of the company for deliberation. 8. Independent opinions on the proposal on the change of accounting policies of the company
This accounting policy change is a reasonable change made according to the requirements of the documents of the Ministry of finance. The changed accounting policy complies with the relevant provisions of the Ministry of finance, can more objectively and fairly reflect the company's financial status and operating results, and the decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association of the company, without damaging the interests of the company and minority shareholders. Therefore, we agree to this accounting policy change.
9. Special instructions and independent opinions on the external guarantees of the company and the funds occupied by related parties
The company strictly abides by the company law of the people's Republic of China, the securities law of the people's Republic of China, the notice on regulating the external guarantee behavior of listed companies, the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies and other laws and regulations, as well as the relevant provisions of the articles of association and the company's external guarantee management system, and in accordance with the principle of seeking truth from facts, After carefully understanding and checking the company's external guarantees and the funds occupied by controlling shareholders and other related parties in 2020, the independent opinions are as follows:
(1) During the reporting period, the company did not provide guarantees for controlling shareholders, actual controllers and other related parties, any legal entity or individual. The company also has no external guarantee that occurred in previous years and accumulated to December 31, 2020.
(2) During the reporting period, there was no non operational occupation of the company's funds by controlling shareholders, actual controllers and other related parties. The company also has no non operational occupation of the company's funds by the controlling shareholders, actual controllers and other related parties that occurred in previous years and accumulated to December 31, 2020.
(III) express the following independent opinions on relevant matters at the 24th Meeting of the Fifth Board of directors held on June 28, 2021:
1. Independent opinions on the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the sixth board of directors
The nomination and voting procedures of candidates for the sixth session of non independent directors of the company comply with the provisions of the articles of association and relevant laws and regulations, and are legal and effective; Through the understanding of the educational background, work experience, professional quality and health status of the candidates for directors this time, it is considered that the candidates for directors of the sixth board of directors of the company have the qualifications and work experience to perform their duties as directors; There are no relevant circumstances stipulated in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; Has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no case filed and investigated by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations. Agree to nominate Mr. Fu Guangming, Ms. Fu Xiangfang, Ms. Chen Rong, Mr. Chen Jianhua, Mr. Zhou Hong and Mr. Ding Xiao as candidates for non independent directors of the sixth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
2. Independent opinions on the proposal on the general election of the board of directors and the nomination of independent director candidates for the sixth board of directors
The nomination and voting procedures of candidates for the sixth session of independent directors of the company comply with the provisions of the articles of association and relevant laws and regulations, and are legal and effective; Through the understanding of the educational background, work experience, professional quality and health status of the candidates for independent directors, it is considered that the candidates for independent directors of the company have the qualifications and work experience to perform the duties of directors; There are no relevant circumstances stipulated in Article 146 of the company law; Not prohibited from entering the securities market by the CSRC; Not publicly recognized by the stock exchange as unfit to serve as directors, supervisors and senior managers of listed companies; No administrative penalty imposed by the CSRC in the last three years; Has not been publicly condemned or criticized by the stock exchange for more than three times in the past three years; There is no case filed and investigated by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations. Agree to nominate Mr. He Xiurong, Mr. Wang Dong and Mr. Du Xingqiang as independent director candidates of the sixth board of directors of the company, and agree to submit the proposal to the general meeting of shareholders for deliberation. However, the qualification and independence of independent director candidates shall be reviewed by Shenzhen Stock Exchange, and the general meeting of shareholders can vote only after there is no objection.
(IV) express the following independent opinions on relevant matters at the first meeting of the sixth board of directors held on July 15, 2021:
1. Independent opinions on the election of the chairman of the board and the appointment of senior managers such as the general manager, deputy general manager, chief financial officer and Secretary of the board of directors:
(1) The qualification of relevant personnel is legal. According to the resumes, certificates and other relevant materials of the chairman to be elected, the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers to be appointed provided by the company, we believe that the chairman, general manager and other senior managers elected at the first meeting of the sixth board of directors of the company have rich enterprise management experience and relevant working experience, The professional education and knowledge received meet the needs of corporate governance and business development, and are competent for their positions. The above personnel do not exist《
