Report on the work of independent directors in 2021
(Gong Kaijun)
As an independent director of the third board of directors of Guoanda Co.Ltd(300902) (hereinafter referred to as “the company”), during my tenure in 2021, I carefully exercised my powers and performed my duties according to law in strict accordance with the provisions and requirements of the company law, the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant laws and regulations, and was not affected by the major shareholders, actual controllers and other units or individuals having an interest in the company, Give full play to the role of independent directors, supervise the standardized operation of the company, safeguard the overall interests of the company, and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at company meetings in 2021
In 2021, the company held 7 meetings of the board of directors. I should attend 7 meetings, attend 5 meetings in person and entrust other independent directors to attend 2 meetings. Due to official reasons, I failed to attend the meeting in person for two consecutive times, but after reviewing the relevant meeting materials in advance and forming clear opinions, I carefully selected and entrusted other independent directors to attend the meeting in writing. I will properly arrange my time in the future to avoid similar situations again. The company held 5 general meetings of shareholders, and I attended 4 general meetings of shareholders as a nonvoting delegate. With a serious and responsible attitude, I carefully reviewed the meeting materials, actively participated in the discussion of proposals and made reasonable suggestions, and played a positive role of independent directors. The convening of the board of directors and the general meeting of shareholders of the company complies with legal procedures, relevant procedures have been performed for major business decisions, and the resolutions of the meeting are legal and effective. I voted in favor of all the proposals considered at the board meeting.
2、 Independent opinions
In 2021, in accordance with the articles of association, the working system of independent directors and other relevant provisions of laws and regulations, and based on the position of independent judgment, I expressed independent opinions on the following relevant matters of the company:
Independent meeting time and matters on which independent opinions are expressed at the session
See type
Proposal on the company’s profit distribution plan in 2020
Self evaluation report on internal control of the company in 2020
The proposal of the third session of the board of directors on March 20, 2021 agreed to the proposal of the ninth meeting on the deposit and use of the company’s raised funds in 2020
Proposal on special report
Capital of controlling shareholders and other related parties in 2020
Occupation and external guarantee of the company
Proposal on the appointment of senior managers of the company
Proposal on reappointment of the company’s audit institution in 2021
Proposal on leasing real estate and related party transactions
On April 14, 2021, the 10th meeting of the third board of directors agreed to the proposal on changing the implementation subject of some raised investment projects
About the deposit and use of the company’s raised funds in the half year of 2021
Proposal on special report on utilization
On August 25, 2021, the third session of the board of directors on the occupation of joint funds and external guarantees of the company agreed by the controlling shareholders and other relevant parties at the 12th meeting in the half year of 2021
Proposal on changing the purpose of some raised funds
Proposal on the extension of some investment projects with raised funds
On cash management using some idle raised funds
Proposal for
On cash management by using some idle self owned funds
Proposal of the 3rd board of directors
On the 13th meeting on October 26, 2021, the company and its wholly-owned subsidiaries applied to Industrial Bank Co.Ltd(601166) for a comprehensive credit line, and the controlling shareholder provided guarantee and guarantee free of charge
Proposal on joint stock transaction
On the application of the company and its wholly-owned subsidiaries to Industrial Bank Co.Ltd(601166) for comprehensive
Proposal on mutual guarantee of cooperative credit line
About Guoanda Co.Ltd(300902) 2021 restricted shares
On November 19, 2021, the proposal on the incentive plan (Draft) and its summary of the third session of the board of directors agreed to the proposal on Guoanda Co.Ltd(300902) 2021 restricted shares at the 14th meeting
Proposal on the management measures for the implementation and assessment of ticket incentive plan
Relevant regulations on adjusting the incentive plan of restricted stocks in 2021
The proposal of the third session of the board of directors on December 7, 2021 agreed to the proposal on granting restricted shares to incentive objects for the first time at the 15th meeting
Case
The pre approved opinions are as follows:
The time of the prior approval meeting can be the type of opinions on the matters for which the prior approval opinions are issued at the session of the meeting
Proposal on reappointment of the company’s audit institution in 2021 at the 3rd Session of the board of directors
On March 20, 2021, the proposal on leased real estate and related party transactions was approved at the 9th meeting
On the application of the company and its wholly-owned subsidiaries to Industrial Bank Co.Ltd(601166) for comprehensive
On October 26, 2021, the 13th meeting of the board of directors approved the proposal of combining the credit line and providing guarantee free of charge by the controlling shareholder and approving the joint transaction
3、 Performance of special committees
As the chairman of the nomination committee of the company’s board of directors, I strictly abide by the company’s independent director’s work property scale and ownership structure, put forward suggestions to the board of directors on the scale and composition of the board of directors, study the selection criteria and procedures of directors and senior managers, ensure that the selection of directors and senior managers meets the relevant rules and the needs of enterprise development, and earnestly perform the functions of the nomination committee.
As a member of the remuneration and assessment committee of the board of directors of the company, I strictly abide by the company’s working system for independent directors, working rules of the remuneration and assessment committee of the board of directors and other relevant regulations, and continuously improve the salary system structure of the company according to the actual situation of the company, further improve the scientificity of salary assessment, and earnestly perform the functions of the remuneration and assessment committee.
4、 On site investigation of the company
In 2021, I faithfully performed my duties as an independent director, took advantage of the opportunity of attending meetings of the board of directors and committees under the board of directors and other time to understand the company’s production and operation, financial situation and internal control, maintained close contact with other directors, senior managers and relevant staff of the company, always paid attention to the impact of external environment and market changes on the company, and paid attention to the relevant reports of the media and Internet on the company, Learn the progress of major events of the company in time.
5、 Work done to protect the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, so that the company can carry out the company’s information disclosure in strict accordance with the requirements of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules and the measures for the administration of information disclosure of listed companies; Ensure that the company’s information disclosure is true, accurate, complete, timely and fair.
2. Perform the duties of independent directors in accordance with the company law and other laws and regulations; At the same time, I always adhere to the principles of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with other directors, supervisors and management, objectively and fairly protect the legitimate rights and interests of investors, especially minority shareholders, and play a due role in promoting the steady operation of the company and creating good performance.
6、 Other working conditions
1. During the reporting period, there was no proposal to convene the board of directors;
2. During the reporting period, there was no proposal to hire or dismiss an accounting firm;
3. During the reporting period, there was no proposal to hire external audit institutions and consulting institutions.
The above is my performance report during my tenure in 2021. As an independent director of the company, I faithfully perform my duties. In my future work, I will continue to fulfill my duties, perform the duties of an independent director diligently, give full play to the role of an independent director and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. It is hereby reported.
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(there is no text on this page, which is the signature page of Guoanda Co.Ltd(300902) 2021 annual report of independent directors) independent director: (Gong Kaijun) mm / DD / yyyy
