Modern Avenue Group Co.Ltd(002656)
Report on work of independent director Qiu Shuang in 2021
As an independent director of Modern Avenue Group Co.Ltd(002656) (hereinafter referred to as “the company”), in 2021, I performed my duties in strict accordance with the company law, the rules for independent directors of listed companies, the guidelines for governance of listed companies, the articles of association, the working system for independent directors of the company and other relevant laws, regulations, departmental rules and relevant provisions of the company’s system, and promoted the standardized operation of the company, Safeguard the interests of all shareholders, especially minority shareholders, and give full play to the role of independent directors. On January 18, 2021, I was elected as the new independent director of the Fifth Board of directors after deliberation and approval of the first extraordinary general meeting of shareholders in 2021. Now, my performance as an independent director of the company in 2021 is reported as follows:
1、 Attendance and voting at the board of directors and shareholders’ meeting
I attended the 2029 annual meetings of the independent board of directors in person, and I did not attend the 2021 annual meetings of the independent board of directors in total. Before the meeting of the board of directors, I took the initiative to understand and obtain the information and materials needed to make decisions and understand the operation of the company. At the meeting, I carefully considered each proposal, actively participated in the discussion and put forward reasonable and constructive opinions, which played a positive role in promoting the improvement of the scientific decision-making and governance mechanism of the board of directors. In 2021, I carefully considered all the proposals of the board of directors and voted in favour. At the same time, the company held four general meetings in 2021, and I attended three meetings as a nonvoting delegate. As a candidate for independent directors, the first extraordinary general meeting in 2021 did not attend the meeting as a nonvoting delegate.
2、 Independent opinions
As an independent director of the company, I pay close attention to the resolutions and implementation of the board of directors and the general meeting of shareholders, and carefully listen to the company’s reports on daily operations such as production and operation, financial operation and capital exchange in accordance with the rules for independent directors of listed companies, the standards for governance of listed companies and other relevant rules and regulations. Before the meeting of the board of directors, I had a full understanding of the basic situation of the relevant proposals, checked the legality, compliance and rationality of the relevant proposals, and expressed independent opinions on the major issues of the company in 2021 during my term of office as follows:
(I) the first meeting of the 5th board of directors on January 18, 2021:
2. Independent opinions on the appointment of the company’s deputy general manager: agree to appoint Mr. Wei Yong and Ms. Weng Wenfang as the company’s deputy general manager.
3. Independent opinion on the appointment of the Secretary of the board of directors of the company: agree to renew the appointment of Ms. Weng Wenfang as the Secretary of the board of directors of the company.
4. Independent opinions on the appointment of the company’s chief financial officer: agree to reappoint Mr. Lai Xueling as the company’s chief financial officer. (II) the second meeting of the 5th board of directors on April 1, 2021:
1. Prior approval opinions on the proposed public bidding of assets and related party transactions: after careful review of relevant documents and understanding of related party transactions in advance, the related party transactions proposed by the company are based on the actual business needs of the company, are normal business activities of the company, the price of related party transactions is objective and fair, do not damage the interests of the company and minority shareholders, and do not violate the provisions of relevant laws, regulations and related party transaction system of the company, It is agreed to submit the proposal to the board of directors of the company for deliberation. There are no affiliated directors in the board of directors who need to avoid voting.
2. Independent opinions on the assets to be participated in public bidding and related party transactions: this participation in public bidding is based on the actual needs of the company’s operation and development. This related party transaction is fair and impartial, and the price of related party transactions is objective and fair, which will not affect the independence of listed companies. When the board of directors deliberated on this auction, there were no affiliated directors who needed to avoid voting, the decision-making procedures were legal and effective, and there were no acts damaging the interests of the company and all shareholders.
After review, we agree to the proposal on the proposed public bidding for assets and related party transactions and agree to submit it to the general meeting of shareholders of the company for deliberation.
(III) the fourth meeting of the 5th board of directors on April 15, 2021:
1. Prior approval opinions on the prediction of the company’s daily related party transactions in 2021: we have carefully reviewed the proposal on the prediction of daily related party transactions in 2021 and its relevant materials submitted by the company. After checking the relevant materials, implementation, decision-making procedures and actual transactions in previous years, the related party transactions between the company and related parties are necessary. Both parties to the transaction are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, and the decision-making process is legal and effective; The transaction pricing policy and pricing basis are determined with reference to the market price or negotiation method, which does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders. We agree that the company will submit the estimated situation of this related party transaction to the fourth meeting of the Fifth Board of directors for deliberation. There are no related directors who need to avoid voting in the board of directors.
2. Prior approval opinions on the company’s renewal of the audit institution: Zhongshen Zhonghuan Certified Public Accountants (special general partnership) is an accounting firm with securities and futures related business qualifications. In the process of practice, it can follow independent, objective and fair professional standards, and the report can objectively and truly reflect the company’s financial status and operating results, showing good professional ethics. In order to maintain the continuity of financial audit, it is agreed to renew the appointment of zhongshenzhonghuan as the company’s audit institution in 2021, and it is agreed to submit the proposal to the company’s board of directors for deliberation.
3. Independent opinion on the company’s profit distribution plan for 2020: the company’s profit distribution plan for 2020 is: no cash dividend, no bonus shares and no capital reserve converted into share capital in 2020. The above profit distribution plan complies with the provisions and requirements of relevant documents such as the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association of the CSRC, and comprehensively considers the current industry characteristics, enterprise development stage, operation and management, medium and long-term development and other factors. There is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the matter and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Independent opinion on the company’s 2020 internal control self-evaluation report: after review, we believe that the company’s 2020 internal control self-evaluation report comprehensively and objectively reflects the actual situation of the construction and operation of the company’s internal control system. In view of the defects in internal control in 2020, the board of directors of the company should focus on and strictly rectify them. The company should further strengthen the construction of internal control, improve the governance structure and promote standardized operation.
5. Independent opinions on the application of comprehensive credit line and mutual guarantee by the company and its subordinate holding companies: this time, the company and its subordinate holding companies apply for comprehensive credit line and provide mutual guarantee, the company can effectively control relevant risks, and the decision-making procedures comply with the provisions of relevant laws and regulations, which is conducive to the development of relevant businesses of the company and does not damage the interests of the company and shareholders.
We agree that the company and its subordinate holding companies apply for comprehensive credit line and provide mutual guarantee, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6. Independent opinions on Authorizing the company and its holding companies to use their own funds idle at different stages for entrusted financial management: the company’s current operation is normal and its financial situation is stable. Under the condition of ensuring the capital demand for normal production and operation, the company and its holding subsidiaries use some idle own funds for investment and financial management, which is conducive to improving the efficiency of capital use and increasing the investment income of the company, Create more return on investment for the company and shareholders. It will not adversely affect the production and operation of the company, which is in line with the interests of the company, and does not damage the interests of the company and all shareholders, especially the minority shareholders. The investment and financial management approval procedures comply with relevant regulations. We agree that the company will use its own funds that are idle in stages for investment and financial management, and agree to submit the proposal to the general meeting of shareholders for deliberation.
7. Independent opinions on Authorizing the company and its holding companies to use their own funds idle at different stages for Securities Investment: the company’s current operation is normal and its financial situation is stable. Under the condition of ensuring the capital demand for normal production and operation, the company and its holding subsidiaries use some idle own funds for investment and financial management, which is conducive to improving the efficiency of capital use and increasing the investment income of the company, Create more return on investment for the company and shareholders. It will not adversely affect the production and operation of the company, which is in line with the interests of the company, and does not damage the interests of the company and all shareholders, especially the minority shareholders. The securities investment approval procedure complies with relevant regulations. We agree that the company will use its own funds that are idle at different stages for securities investment, and agree to submit the proposal to the general meeting of shareholders for deliberation.
8. Independent opinion on the special statement on the occupation of funds of listed companies by controlling shareholders and other related parties: China audit Zhonghuan Certified Public Accountants (special general partnership) has made a special statement on the summary of the occupation of funds by controlling shareholders and other related parties in 2020 prepared by the company. When the board of directors deliberated on this matter, there were no affiliated directors who needed to avoid voting, the decision-making procedures were legal and effective, and there were no acts damaging the interests of the company and all shareholders. After review, the board of directors agreed to the proposal on the special explanation on the occupation of funds of listed companies by controlling shareholders and other affiliated parties, and agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
9. Independent opinion on the prediction of the company’s daily related party transactions in 2020: the related party transactions between the company and Guangzhou huayuanli Development Co., Ltd. are the transactions required for the company’s daily business and meet the objective needs of the company’s normal production and operation. The pricing of this related party transaction is determined through negotiation based on the market price, which fully reflects the principles of objectivity, fairness and fairness, and there is no situation that damages the interests of the company and minority shareholders. The procedures for the deliberation and voting of proposals by the board of directors of the company are legal and effective, and comply with relevant laws, regulations and the articles of association. Such daily related party transactions will not affect the independence of the company, nor will they bring significant uncertainty risks to the company’s continuous operation. Therefore, we agree to the expected matters of this daily connected transaction and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
10. Independent opinions on the remuneration of the company’s senior managers in 2020: the formulation of the remuneration of senior managers in 2020 is in line with the provisions of the company law, the articles of association and other laws and regulations, the actual situation of the company’s current operation and management, and can be implemented in strict accordance with the remuneration of senior managers and relevant incentive and assessment systems, which is conducive to strengthening the diligence of the company’s senior managers and promoting the company to improve work efficiency and business benefits, There is no situation that damages the interests of the company and shareholders. Therefore, we agree to the company’s 2020 senior management compensation plan.
11. Independent opinions on the remuneration of the company’s directors, supervisors and senior managers: the formulation of the company’s directors, supervisors and senior managers is in line with the actual situation of the company’s current operation and management, which is conducive to the diligence of the company’s directors, supervisors and senior managers, and promote the company to improve work efficiency and operating efficiency. When the board of directors deliberates this matter, there are no affiliated directors who need to avoid voting, and the decision-making procedures are legal and effective, There is no behavior that damages the interests of the company and all shareholders. Therefore, we agree to the remuneration plan of the company’s directors, supervisors and senior managers, and agree to submit the remuneration plan of the directors and supervisors in the proposal to the general meeting of shareholders of the company for deliberation.
12. Independent opinion on the change of the company’s accounting policy: the change of the company’s accounting policy is revised and adjusted in accordance with the relevant provisions of the accounting standards for Business Enterprises No. 21 – leasing revised by the Ministry of finance, which is in line with the relevant provisions and the actual situation of the company. The changed accounting policies can more objectively and fairly reflect the company’s financial status and operating results. The change of accounting policies and its decision-making procedures comply with the relevant provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders. We agree with the change of the company’s accounting policy.
13. Independent opinion on the company’s renewed employment of the audit institution in 2021: after verification, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) proposed to be renewed by the company has the qualification in the securities industry, has the experience and ability to provide audit services for listed companies, can meet the needs of the company’s financial audit and independently audit the company’s financial situation. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) has better completed relevant audit work in the process of the company’s financial audit in 2020, and the renewal of employment is conducive to ensuring the continuity of the company’s audit business. Therefore, we agree to continue to employ Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the financial audit institution of the company in 2021.
(IV) the 8th meeting of the 5th board of directors on August 26, 2021
1. Special explanation and independent opinions on the external guarantee of the company: as of June 30, 2021, the total principal amount of illegal guarantee of the company in previous years without deliberation and still existing is 349285 million yuan
(excluding interest and other expenses), accounting for 45.99% of the company’s latest audited net assets. As of the end of the reporting period
The balance of regulated guarantee is 3357095 million yuan (excluding interest and other expenses), as follows:
As of the end of the reporting period, whether the principal amount of the guarantor’s and the secured creditor’s breach of guarantee is related guarantee, whether the type of guaranteed principal balance is regulated, and the joint party guarantee has been released
Guangzhou Tianhe Ligen small joint and several liability
Is the company limited by a guarantee of 80 million yuan for Jiajia microfinance refinancing shares
Guangzhou lianka Guangzhou Garden Macau International Bank Co., Ltd
Fumingpinyou Development Co., Ltd. is the guarantee of 100 million yuan limited to Guangzhou Branch
Lin Yongfei and Zhou Zhicong of the company: 150 million yuan and 1364245 million yuan. Is the joint and several liability guaranteed
Company, Lin chenmadi, Zhang Qin
