Beijing Dabeinong Technology Group Co.Ltd(002385)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of Beijing Dabeinong Technology Group Co.Ltd(002385) (hereinafter referred to as “the company”), during my tenure, I earnestly exercised my powers, performed my duties according to law and actively attended the relevant meetings of the company in 2021 in strict accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association and working system of independent directors, Carefully deliberated various proposals of the board of directors, expressed independent opinions on relevant matters of the company, earnestly fulfilled the obligations and responsibilities of independent directors, gave full play to the role of independent directors, and safeguarded the standardized operation of the company and the interests of all shareholders, especially public shareholders. I hereby report on my performance in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors and shareholders’ meeting held by the company, strictly reviewed the procedures of the meeting, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of topics, and played a positive role in the standardized operation and correct and scientific decision-making of the board of directors. The attendance of independent directors at the meeting in 2021 is as follows:
Whether to attend the meeting in person for two consecutive times without name, number of times of entrusted attendance, number of times of absence and number of times of attending the meeting in person
Number of meetings of the board of directors in 202116
Wang Liyan independent director 16 0 no
Number of shareholders’ meetings in 2021 8
Wang Liyan independent director 0 no
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;
2、 Independent opinions on the meeting of the board of directors of the company
1. At the 14th meeting of the 5th board of directors held on January 21, 2021, the independent opinions on continuing to authorize subsidiaries to provide guarantees for customers and on providing guarantees for joint-stock companies and related party transactions were issued.
2. At the 15th meeting of the 5th board of directors held on February 7, 2021, the independent opinions on matters for the company was issued.
3. The 16th meeting of the board of directors on hedging of commodities was held on March 19, 2021, and the opinions on hedging of commodities were issued.
4. At the 17th meeting of the 5th board of directors held on April 19, 2021, the independent opinions on the 2020 profit distribution plan, the independent opinions on the self-evaluation report of internal control, the special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantees, and the independent opinions on granting some authority to the chairman of the company were issued Independent opinions on the reappointment of the audit institution in 2021, independent opinions on the continued use of its own idle funds to purchase low-risk financial products, independent opinions on the prior approval and independent opinions on the provision of guarantees and related party transactions for joint-stock companies, and independent opinions on the prediction of the guarantee amount of the company and its holding subsidiaries.
5. At the 19th meeting of the 5th board of directors held on May 20, 2021, the independent opinion on the appointment of the company’s CEO was issued.
6. At the 20th meeting of the 5th board of directors held on June 4, 2021, the independent opinion on the appointment of the company’s executive president was issued.
7. At the 21st Meeting of the 5th board of directors held on July 6, 2021, the independent opinions on the establishment of Beijing Beijing Dabeinong Technology Group Co.Ltd(002385) Kechuang equity investment fund and related party transactions and the independent opinions on the provision of guarantees for joint-stock companies and related party transactions were issued.
8. At the 22nd Meeting of the 5th board of directors held on August 11, 2021, the independent opinions on the resignation of Mr. Zhang Lizhong as president and the election of vice chairman, the independent opinions on the appointment of president, the independent opinions on the addition of directors and the independent opinions on the addition of independent directors were issued.
9. At the 23rd Meeting of the 5th board of directors held on August 22, 2021, the independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties and the company’s external guarantees during the 2021 semi annual report period were issued.
10. At the 24th Meeting of the 5th board of directors held on September 8, 2021, the independent opinions on equity incentive plan and the independent opinions on capital increase and transfer of part of equity and related party transactions to Inner Mongolia yiyingmei Dairy Co., Ltd., a holding subsidiary, were issued.
11. At the 25th meeting of the 5th board of directors held on October 9, 2021, the independent opinions on prior approval and independent opinions on matters related to guarantee and related party transactions for joint-stock companies and independent opinions on by election of independent directors were issued.
12. At the 27th meeting of the 5th board of directors held on October 25, 2021, the independent opinions on adjusting the list of incentive objects and the number of grants of the restricted stock incentive plan in 2021 and the independent opinions on granting restricted shares to incentive objects of the restricted stock incentive plan in 2021 were issued. 13. The “prior approval and independent opinions on the capital increase of the wholly-owned subsidiary dayouji to the joint-stock company Heilongjiang Beijing Dabeinong Technology Group Co.Ltd(002385) and the sale of the equity of the holding subsidiary” and the “prior approval and independent opinions on the provision of guarantee for the joint-stock company” were considered at the 28th interim meeting of the fifth board of directors held on October 31, 2021. 14. At the 29th meeting of the 5th board of directors held on November 22, 2021, the independent opinions on capital increase and related party transactions of the wholly-owned subsidiary Beijing Beijing Dabeinong Technology Group Co.Ltd(002385) Digital Technology Co., Ltd. and the independent opinions on capital increase and related party transactions of the wholly-owned subsidiary Guangdong junong Biotechnology Co., Ltd. were issued.
3、 On site investigation of the company
In 2021, I made many on-site visits to the company to understand the company’s production and operation, internal control and financial status; Keep close contact with other directors, senior executives and relevant staff of the company, timely learn the progress of major matters of the company, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
4、 Other work done in protecting the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, so that the company can complete the information disclosure truly, accurately, timely and completely in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations and the relevant provisions of the company’s information disclosure management measures.
2. Supervise and inspect corporate governance and operation management. 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, and the company’s internal control is effective.
3. As a member of the audit committee of the board of directors and the remuneration and assessment committee of the board of directors, I actively participated in the relevant meetings held by the audit committee and the remuneration and assessment committee in 2021, convened and presided over the meetings of the audit committee, earnestly performed the duties of directors, standardized the operation of the company and improved internal control.
5、 Training and learning
Since becoming an independent director, he has always paid attention to learning the latest laws, regulations and various rules and regulations, deepened his understanding and understanding of relevant regulations, especially those related to regulating the corporate governance structure and protecting the public shareholders’ rights and interests, actively participated in the relevant training organized by the company in various ways, more comprehensively understood the management systems of listed companies, and continuously improved his ability to perform his duties, Form the ideology of consciously protecting the shareholders’ rights and interests of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
6、 Contact information
Email： [email protected].
7、 Other work
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
Reporter: Wang Liyan
April 21, 2022
Beijing Dabeinong Technology Group Co.Ltd(002385)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of Beijing Dabeinong Technology Group Co.Ltd(002385) (hereinafter referred to as “the company”), during my tenure, I earnestly exercised my powers, performed my duties according to law and actively attended the relevant meetings of the company in 2021 in strict accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association and working system of independent directors, Carefully deliberated various proposals of the board of directors, expressed independent opinions on relevant matters of the company, earnestly fulfilled the obligations and responsibilities of independent directors, gave full play to the role of independent directors, and safeguarded the standardized operation of the company and the interests of all shareholders, especially public shareholders. I hereby report on my performance in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors and shareholders’ meeting held by the company, strictly reviewed the procedures of the meeting, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of topics, and played a positive role in the standardized operation and correct and scientific decision-making of the board of directors. The attendance of independent directors at the meeting in 2021 is as follows:
Whether to attend the meeting in person without name for two consecutive times times times of entrusted attendance times of absence times of attending the meeting in person
Number of meetings of the board of directors in 202116
Li Xuan independent director 16 0 0 0 no
Number of shareholders’ meetings in 2021 8
Li Xuan independent director 1 0 0 0 no
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;
2、 Independent opinions on the meeting of the board of directors of the company
1. At the 14th meeting of the 5th board of directors held on January 21, 2021, the independent opinions on continuing to authorize subsidiaries to provide guarantees for customers and on providing guarantees for joint-stock companies and related party transactions were issued.
2. At the 15th meeting of the 5th board of directors held on February 7, 2021, the independent opinions on matters for the company was issued.
3. The 16th meeting of the board of directors on hedging of commodities was held on March 19, 2021, and the opinions on hedging of commodities were issued.
4. At the 17th meeting of the 5th board of directors held on April 19, 2021, the independent opinions on the 2020 profit distribution plan, the independent opinions on the self-evaluation report of internal control, the special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantees, and the independent opinions on granting some authority to the chairman of the company were issued Independent opinions on the reappointment of the audit institution in 2021, independent opinions on the continued use of its own idle funds to purchase low-risk financial products, independent opinions on the prior approval and independent opinions on the provision of guarantees and related party transactions for joint-stock companies, and independent opinions on the prediction of the guarantee amount of the company and its holding subsidiaries.
5. At the 19th meeting of the 5th board of directors held on May 20, 2021, the independent opinion on the appointment of the company’s CEO was issued.
6. At the 20th meeting of the 5th board of directors held on June 4, 2021, the independent opinion on the appointment of the company’s executive president was issued.
7. At the 21st Meeting of the 5th board of directors held on July 6, 2021, the independent opinions on the establishment of Beijing Beijing Dabeinong Technology Group Co.Ltd(002385) Kechuang equity investment fund and related party transactions and the independent opinions on the provision of guarantees for joint-stock companies and related party transactions were issued.
8. At the 22nd Meeting of the 5th board of directors held on August 11, 2021, the independent opinions on the resignation of Mr. Zhang Lizhong as president and the election of vice chairman, the independent opinions on the appointment of president and the independent opinions on the addition of directors were issued
