Shenzhen Sea Star Technology Co.Ltd(002137)
Report on the work of independent directors for the year 2 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 1
(Liang HuaQuan)
All shareholders and their representatives:
In accordance with the rules for independent directors of listed companies issued by the China Securities Regulatory Commission, the Shenzhen Stock Exchange self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the requirements of the articles of association, working rules for independent directors, annual report working system for independent directors and other systems, As an independent director of the 6th board of directors of Shenzhen Sea Star Technology Co.Ltd(002137) (hereinafter referred to as ” Shenzhen Sea Star Technology Co.Ltd(002137) ” or “the company”), I performed my duties as an independent director with due diligence, rigorously, seriously and diligently during the reporting period, attended the relevant meetings of the company in 2021 and expressed my opinions on the relevant proposals of the board of directors. Now we will report the work of 2021 to all shareholders:
1、 Attendance and voting
In 2021, I actively participated in the meetings of the board of directors held by the company and attended the general meeting of shareholders of the company as nonvoting delegates. Before attending the meeting, I carefully consulted relevant materials, reviewed the background materials of the matters to be decided provided by the company, actively communicated with the company’s senior executives and relevant personnel on the contents of the proposal, took the initiative to understand and obtain the information and materials needed to make decisions, and fulfilled my due diligence obligations as an independent director. The board of directors and general meeting of shareholders convened and held by the company in 2021 comply with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
The company held 10 board meetings in 2021. I have no objection to the proposals of the board of directors and other matters of the company. The specific attendance and voting are as follows:
Voting situation independent directors shall attend the on-site communication and entrust to attend. Are there two consecutive absences
(number of votes against names number of seats number of seats not present in person)
Number of tickets)
Liang HuaQuan 10 0
In 2021, the company held 5 general meetings of shareholders, and I attended 5 meetings as a nonvoting delegate.
2、 Independent opinions
As an independent director of the 6th board of directors of the company, in accordance with the rules for independent directors of listed companies, the articles of association and the detailed rules for the work of independent directors and other relevant provisions, based on independent judgment, I have expressed independent opinions on the following matters:
See the time table for the type of independent opinions
On February 5, 2021, the independent opinion on the proposed change of company name (including securities abbreviation) was agreed
Independent opinions on the company’s profit distribution plan
Independent opinion on the renewal of accounting firm
Independent opinions and agreement on the self-evaluation report of the company’s internal control
On April 23, 2021, the independent director agreed to the independent opinion on the remuneration of the company’s directors and senior managers in 2020
Independent directors’ independent opinions on the provision for asset impairment and write off of assets agree
On the occupation of the company’s funds by the controlling shareholders and other related parties and the company’s external guarantee
Agree with the special instructions and independent opinions
2021 / 5 / 6 independent opinion on increasing the amount of forward foreign exchange trading business agreed
Independent opinions on extending the validity period of non breakeven cash management using idle self owned funds
Same opinion on June 30, 2021
About the capital occupation of the company’s controlling shareholders and other related parties in the first half of 2021
Agree with the independent opinion of the company on external guarantee on August 20, 2021
Independent opinions on extending the validity period of the company’s bill pool business
Independent opinions on the application for credit extension and guarantee by the company and its subsidiaries
On September 30, 2021, the independent opinion on using part of its own idle funds for cash management was agreed
Independent opinion on the appointment of Ms. yuan Suhua as the Secretary of the board of directors of the company
On November 16, 2021, independent opinions on matters related to the signing of expropriation compensation agreement by subsidiaries were agreed
Independent opinions on adding Ms. yuan Suhua as a non independent director of the sixth board of directors of the company agree to 2021 / 11 / 29
Independent opinions on the by election of Mr. Tao Nannan as an independent director of the sixth board of directors of the company
The full text of the opinions of the above independent directors has been disclosed on http://www.cn.info.com.cn.
3、 Appointment of the special committee of the board of directors
As the chairman of the audit committee of the sixth board of directors of the company, I actively perform my duties in strict accordance with the relevant requirements of the rules of procedure of the special committee of the board of directors of the company. During the reporting period, I convened and presided over 8 meetings of the audit committee of the board of directors, mainly in the following aspects:
(1) Regular reports and performance forecasts;
(2) Reviewed the proposals on increasing the business line of forward foreign exchange transactions, applying for credit and guarantee by the company and its subsidiaries, and using some of its own idle funds for cash management;
(3) Review the financial and accounting statements prepared by the company, urge the annual audit accountant to issue the audit report on time and perform the supervision duties;
(4) Renew the appointment of accounting firms and perform supervision duties;
(5) Provision for asset impairment;
(6) Appoint the head of the audit department;
(7) Extend the validity period of using idle self owned funds for non breakeven cash management.
As the chairman of the audit committee under the board of directors of the company, I earnestly perform my duties, supervise the establishment and implementation of the company’s internal audit system, and review the company’s internal control system; Responsible for the communication between internal audit and external audit; Review the company’s financial information and its disclosure; Review the company’s internal control system, and put forward opinions and suggestions on the company’s financial situation, cash management and internal system improvement;
During the reporting period, as a member of the Remuneration Committee of the sixth board of directors of the company, I participated in one meeting of the Remuneration Committee of the board of directors, and deliberated and voted on the performance appraisal of non independent directors and senior managers of the company and the remuneration of directors and senior managers of the company in 2021.
4、 On site investigation of the company
During the reporting period, I went to the company’s site for many times to investigate and understand the company’s operation and the problems existing in the process of strategic transformation. At the same time, I actively took advantage of the opportunities such as attending the board of directors and shareholders’ meeting to communicate with the directors, supervisors and relevant personnel about the company’s development, and put forward reasonable suggestions in combination with my own specialty. I keep in touch with other directors, senior managers and relevant staff of the company to learn about the progress of major matters of the company in time. I have effectively performed the duties of independent directors. For each proposal considered by the board of directors, I first carefully review the proposal materials and relevant introductions provided, and on this basis, I exercise my voting rights independently, objectively and prudently.
5、 Preparation, communication and supervision of regular reports
According to the requirements of the company’s annual report work system for independent directors and the work rules for independent directors, as the chairman of the audit committee, I earnestly perform the duties of independent directors in the preparation and audit of the company’s 2021 regular report. After the end of the accounting year, I went to the site to learn about the company’s production and operation status from the company’s management, listened to the relevant work report of the company’s management on the production and operation status and the progress of major events this year, communicated the audit status with the Certified Public Accountants hired by the company, focused on the company’s capital occupation and asset impairment, and urged the accounting firm to submit the audit report in time.
6、 Other work done in protecting the rights and interests of investors
1. During the reporting period, I carefully consulted relevant documents and materials on the proposals submitted to the board of directors for deliberation, communicated with relevant departments and personnel, and put forward objective and impartial opinions and suggestions; Supervise and inspect the performance of directors and senior executives, promote the company to improve its governance structure, strengthen the construction of internal control system, and effectively protect the interests of shareholders.
2. Continue to pay attention to the company’s information disclosure, supervise and urge the company to truly, accurately, timely and completely perform the obligation of information disclosure in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the articles of association, and safeguard the equal right to know of investors, especially small and medium-sized investors. I also pay close attention to the industry dynamics of the company and the impact of external market changes on the company, actively pay attention to the reports of the public media on the company, and maintain timely communication with the corporate governance and management.
3. After taking office, I took the initiative to learn about the company’s production and operation through e-mail, telephone, conference and other channels, and conducted on-site visits to the company for many times. In the process of communication and on-site visits with the company, I paid attention to collecting relevant information, understanding and mastering the company’s actual situation, production and operation dynamics, and giving full play to my expertise in finance and other aspects, Provide decision-making reference for the company’s future development strategy and development direction. I pay close attention to the company’s main business operation, asset purchase, change of accounting firm, change of accounting policy, financial operation and capital exchange, and earnestly exercise my rights and perform my duties in accordance with the articles of association, working rules for independent directors and other provisions.
4. Strengthen self-study, constantly deepen the understanding of relevant laws and regulations, improve the ability to protect the interests of the company and investors, and improve the awareness of consciously protecting the interests of minority shareholders.
5. Self learning: since taking office as an independent director, in order to better perform my duties and improve my ability to perform my duties, I have always paid attention to learning relevant laws, regulations and rules, actively participated in the training organized by the company in various ways, fully understood the laws and regulations on the standardized operation and supervision of listed companies, and strive to provide better opinions and suggestions for the scientific decision-making and risk prevention of the company.
7、 Other working conditions
During the reporting period, I did not propose to convene the board of directors or employ external audit institutions and consulting institutions. In the future, based on the principles of integrity, diligence and loyalty, I will continue to strive to assume the responsibilities of independent directors and fulfill the obligations of independent directors, so as to further improve the level of internal control and governance of the company and enhance the core competitiveness and profitability of the company,
8、 Contact information
Email address: 13760401971139.com.
Independent director: Liang HuaQuan April 22, 2022
Shenzhen Sea Star Technology Co.Ltd(002137)
Report on the work of independent directors for the year 2 Yunnan Yuntou Ecology And Environment Technology Co.Ltd(002200) 1
(Tao Nanfang)
All shareholders and their representatives:
As an independent director of the sixth board of directors of Shenzhen Sea Star Technology Co.Ltd(002137) (hereinafter referred to as ” Shenzhen Sea Star Technology Co.Ltd(002137) ” or “the company”), in accordance with the requirements of laws and regulations such as the rules for independent directors of listed companies of China Securities Regulatory Commission, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of directors of Shenzhen Stock Exchange and the articles of association, working rules for independent directors and other systems, During the term of office in 2021, he performed his duties as an independent director with due diligence, preciseness, seriousness and diligence, and performed various duties and obligations of an independent director with the principle of safeguarding the interests of the company and shareholders, especially minority shareholders, and the goal of giving full play to the role of an independent director. At the same time, the company has also given great support to my work, and there is no situation that hinders the independence of independent directors. The work of 2021 is now reported to you
