Songcheng Performance Development Co.Ltd(300144) Songcheng Performance Development Co.Ltd(300144)
2021 annual report of independent directors
In accordance with the provisions of the law on the protection of the rights and interests of the listed company and the regulations on the establishment of the independent director of the company (hereinafter referred to as the “Regulations on the establishment of the independent director of the company”) and the “Regulations on the establishment of the independent director of the listed company” and the “Regulations on strengthening the operation of the company as an independent director” of the Shenzhen Stock Exchange In accordance with the provisions of the working system of independent directors, fulfill their duties, faithfully perform their duties, give full play to the role of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at meetings
In 2021, with the attitude of diligence, I actively participated in the board of directors and shareholders’ meeting held by the company, carefully considered the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, so as to play a positive role in the correct and scientific decision-making of the board of directors.
In 2021, the convening of the board of directors and general meeting of shareholders of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. My attendance at the board of directors and general meeting of shareholders in 2021 is as follows:
Whether there are two consecutive communications in this reporting period
Number of directors attending the board of directors on site, number of directors attending the board of directors entrusted by the board of directors, number of directors absent from the board of directors, number of directors not attending the general meeting of shareholders in person, number of meetings plus number of meetings of the board of directors
Discuss
5 No 2
1. No objection to the proposals of the board of directors and other matters of the company;
2. Voted in favor of the relevant proposals considered at each board meeting;
3. There is no absence or entrustment of other directors to attend the board of directors.
2、 Independent opinions
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, I have expressed my independent opinions on the following matters of the company in 2021:
1. On April 22, 2021, the company held the 10th meeting of the 7th board of directors to consider relevant matters,
Songcheng Performance Development Co.Ltd(300144) my special explanation on external guarantees and funds occupied by related parties, profit distribution plan in 2020, self-evaluation report on internal control in 2020, appointment of audit institution in 2021, expiration of term of office of independent directors and by election of independent directors, appointment of secretary of the board of directors, related party transactions in 2020, related party transaction contracts to be signed in 2021, provision for asset impairment The proposal on the change of accounting policies has issued independent opinions; He also gave his prior approval opinions on the proposal on the appointment of audit institutions in 2021, the proposal on signing cooperation agreements between dumuqiao travel agency and first World Hotel and Songcheng industry, and the proposal on signing house lease contracts between Hangzhou paradise and first World Hotel. 2. On June 21, 2021, the company held the 11th meeting of the 7th board of directors to consider relevant matters. I expressed my independent opinions on the proposal on continuing to use idle own funds to invest in Securities and financial products.
3. On August 26, 2021, the company held the 13th meeting of the seventh board of directors to consider relevant matters. I gave my independent opinions on the occupation of the company’s funds and related party transactions by the controlling shareholders and other related parties in the half year of 2021, the external guarantee of the company in the half year of 2021, the proposal on the election of the chairman of the company and the proposal on the appointment of the president of the company.
3、 Performance of special committees
According to the articles of association, rules of procedure of the board of directors and other relevant normative legal documents, and in combination with the specific conditions of the members of the board of directors, in order to actively promote the work of the board of directors and strengthen its professional functions, the board of directors of the company has established an audit committee, a nomination committee, a development strategy committee and a remuneration and assessment committee. I served as the chairman of the audit committee, remuneration and assessment committee and Nomination Committee of the board of directors of the company, actively convened, presided over and participated in relevant meetings, earnestly performed the relevant responsibilities of independent directors and standardized the operation of the company. In 2021, I earnestly performed the duties of independent directors in strict accordance with the relevant requirements of the working system of special committees under the board of directors of the company. During the reporting period, I attended 3 Audit Committee meetings and 2 nomination committee meetings.
4、 On site investigation of the company
In 2021, I went deep into the company’s field investigation as required to understand the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management and other related matters, listened to the company’s management’s reports on the company’s operation and standardized operation for many times, 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. I always pay attention to the impact of the external environment and market changes on the company, pay attention to the relevant reports of the media and network, and effectively give full play to the responsibilities of independent directors.
Songcheng Performance Development Co.Ltd(300144) v. work done to protect the legitimate rights and interests of public shareholders
1. Continue to pay attention to the company’s information disclosure, effectively supervise and verify the timely disclosure of specified information, and effectively safeguard the legitimate rights and interests of investors and public shareholders. In 2021, the company performed information disclosure in a true, timely, complete and accurate manner in strict accordance with the relevant provisions of relevant laws and regulations, such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange.
2. Continuously strengthen learning and improve the ability to perform duties. With the rapid development of the securities market, I consciously learn relevant professional knowledge, especially the relevant documents of the CSRC and the exchange, so as to enhance my ability to perform my duties and protect the interests of investors. Through the study, I have deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, and gradually formed the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
6、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposed employment or dismissal of accounting firms;
3. There are no independent external audit institutions and consulting institutions.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. In 2022, we will continue to be diligent and conscientious, make use of our professional knowledge and experience to provide more constructive suggestions for the development of the company and provide reference for the scientific decision-making of the board of directors. I also sincerely hope that under the leadership of the board of directors, the company will operate steadily and standardize its operation, continuously enhance its profitability and make the company develop continuously, stably and healthily.
Independent director Liu Shuzhe
April 23, 2002
