Report on the work of independent directors in 2021
Dear shareholders
As an independent director of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”), we earnestly exercised the rights conferred by laws and regulations in 2021 in strict accordance with the provisions of relevant laws and regulations, such as the company law, the standards for the governance of listed companies, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, and the requirements of the articles of association, Timely understand the company’s production and operation information, pay full attention to the company’s development, actively attend the relevant meetings held by the company in 2021, carefully consider various proposals of the board of directors, and express independent opinions and prior approval opinions on relevant matters, give full play to the role of independent directors, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, Actively promote the standardized operation and governance level of the company.
The performance of duties of independent directors in 2021 is reported as follows:
1、 Performance of duties in 2021
(I) attendance at board meetings and voting
Whether the independent directors were absent for two consecutive times as entrusted by the corresponding party during the reporting period? The number of times they should attend the board meeting in person
Chen Guoxin 8 0 7 0 1 no
Radar 8 0 8 0 0 0 no
Zhao Liang 8 1 7 0 0 0 no
Tian Yingchun 8 1 7 0 0 0 no
In 2021, based on the principles of diligence, pragmatism, honesty and responsibility, we voted in favour of all the proposals of the previous board meetings during the reporting period after objective and careful consideration, without objection or waiver. We have no objection to the relevant matters of the company.
(II) attendance at the general meeting of shareholders
Gosun Holdings Co.Ltd(000971)
We attended one general meeting of shareholders in 2021 and believed that the convening of the general meeting of shareholders of the company was in line with the legal procedures, the relevant procedures were performed for major decision-making matters, the deliberation procedures were legal and effective, and there was no case that the general meeting of shareholders was proposed by independent directors.
2、 Performance of the work of the special committee
(I) performance of the audit committee
In 2021, the audit committee of the board of directors held five meetings, focusing on the review of the company’s regular reports, the work reports of internal audit institutions and the employment of audit institutions, communicating with internal and external audit institutions, regularly consulting the company’s financial statements and operating data, verifying the company’s internal control construction, giving full play to the audit and supervision functions of the audit committee and effectively controlling relevant risks.
(II) performance of the strategy committee
In 2021, the strategy committee held a meeting to review the company’s sale of 100% equity of its subsidiary Shanghai Gaosheng Data System Co., Ltd. and considered that the sale of 100% equity of Shanghai gaoshu was a decision made by the company based on the actual operation and strategic development plan, which was conducive to the optimization of the company’s asset structure; It is beneficial for the company to increase investment income and optimize resource allocation; It is in the interests of the listed company and all minority shareholders to concentrate capital advantages and improve the value of the company. We agree to the sale.
3、 Independent opinions and prior approval opinions
In 2021, we issued independent opinions on relevant matters of the company, as follows:
(I) on April 27, 2021, at the 55th meeting of the ninth board of directors of the company, the controlling shareholders and other related parties of the company illegally guaranteed and occupied the company’s funds, the profit distribution plan in 2020, the internal control evaluation report in 2020, the special report on the deposit and actual use of raised funds in 2020 The board of directors issued independent opinions on the special description of matters involved in the audit report with qualified opinions in 2020.
(II) on August 23, 2021, at the 59th meeting of the ninth board of directors of the company, the company’s controlling shareholders and other related parties occupied the company’s funds and the company’s external guarantees, and raised funds in the first half of 2021
Gosun Holdings Co.Ltd(000971)
Independent opinions are given in the special report form on the storage and use of funds.
(III) on December 21, 2021, at the 61st meeting of the ninth board of directors of the company, the company issued prior approval opinions and independent opinions on accepting the controlling shareholders and actual controllers to provide guarantee for the company’s application for bank credit line.
(IV) on December 28, 2021, at the 62nd meeting of the ninth board of directors of the company, the prior approval opinions and independent opinions on the employment of audit institutions in 2021 proposed by the board of directors were expressed.
4、 Check the daily operation of the company
In 2021, we took advantage of the opportunity of attending the board of directors, general meeting of shareholders and other meetings to focus on the company’s operation, internal management and control, implementation of resolutions of the board of directors, financial management, management and use of raised funds, actively understand the company’s information disclosure and grasp the latest developments of the company through telephone, video or interview with the company’s management and other relevant department heads, Faithfully and effectively perform the duties of independent directors. 5、 Other work done to protect the legitimate rights and interests of minority shareholders
In 2021, we continued to supervise the company to disclose relevant information truthfully, accurately, timely and completely in accordance with the relevant provisions of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the company’s information disclosure management system, so that the public shareholders can timely understand the latest situation of the company, Protect the right to know of the public, shareholders and investors.
As independent directors of the company, we give full play to our independence in our work, perform our duties in strict accordance with relevant laws and regulations, the articles of association and the company’s independent director system, carefully review various proposals, objectively express our opinions and views, and make independent and impartial judgments by using our professional knowledge, free from the influence of the company and major shareholders, and promote the standardized operation, steady development and Effectively safeguard the interests of the company and all shareholders, and give full play to the due role of independent directors and members of special committees.
6、 Other matters
(I) there is no proposal to convene the board of directors;
Gosun Holdings Co.Ltd(000971)
(II) there is no proposal to convene an extraordinary general meeting of shareholders; (III) there is no independent engagement of external audit institutions and consulting institutions. The above is our report on the performance of our duties in 2021.
Gosun Holdings Co.Ltd(000971) independent directors: Chen Guoxin, radar, Zhao Liang, Tian Yingchun
April 26, 2002
