Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Report on the work of independent directors in 2021 (Liang Jinhua)
Shareholders and shareholder representatives:
As an independent director of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as “the company”), in accordance with the company law, the securities law, several provisions on strengthening the protection of the rights and interests of shareholders of public shares, the guiding opinions on the establishment of independent directors in listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange In the work of 2021, I earnestly performed the duties of independent directors, scrupulously performed my duties, performed my duties diligently, gave full play to the role of independent directors and professional committees, and expressed independent opinions on relevant matters of the board of directors, Pay full attention to the production, operation and development of the company, and strive to safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of the duties of the independent director in 2021 is as follows:
1、 Attendance at meetings
During the reporting period, the company held 10 meetings of the board of directors and 6 general meetings of shareholders. My attendance at the meetings of the board of directors and general meetings of shareholders is as follows:
Number of meetings of the board of directors 10
Name of director, specific position, number of times to attend the meeting in person, whether to attend the meeting without authorization for two consecutive times
Liang Jinhua independent director 10 0 no
Number of shareholders’ meetings 6
Liang Jinhua independent director 6 6 0 no
I carefully considered the proposals submitted by the board of directors this year, maintained full communication with the company’s management, put forward reasonable suggestions, and exercised the voting right with a cautious attitude. I believe that the convening of the board meeting and the general meeting of shareholders of the company complies with legal procedures, and major business matters have been subject to relevant approval procedures, which are legal and effective. Voted in favor of all proposals of the board of directors during his tenure, and there was no objection, waiver or objection.
2、 Independent opinions
According to the articles of association, the working system of independent directors and relevant provisions of other laws and regulations, during the reporting period, I expressed independent opinions on relevant matters of the company as follows:
1. On January 19, 2021, the company held the first meeting of the Fifth Board of directors, and the independent directors expressed independent opinions on the appointment of senior managers of the company.
2. On February 2, 2021, the company held the second meeting of the Fifth Board of directors, and the independent directors expressed independent opinions on matters related to the elimination of the impact of the matters described in the qualified opinions on the 2019 audit report, the correction of previous accounting errors and the supplementary confirmation of related party transactions.
3. On February 19, 2021, the company held the third meeting of the Fifth Board of directors. The independent directors made comments on the prediction of the amount of daily related party transactions in 2021, the company’s plan to apply for loan amount and related party transactions from Henan Dazhang Industrial Co., Ltd., the provision of guarantee for wholly-owned subsidiaries, and the supplementary confirmation of the related party transactions between the company and Henan Dazhang Industrial Co., Ltd. in 2020 He expressed independent opinions on matters related to delaying the return of idle raised funds and continuing to be used to supplement working capital temporarily.
4. On March 9, 2021, the company held the fourth meeting of the Fifth Board of directors, and the independent directors expressed independent opinions on matters related to the granting of reserved restricted shares and the repurchase and cancellation of some restricted shares.
5. On April 27, 2021, the company held the fifth meeting of the Fifth Board of directors. The independent directors made comments on the company’s controlling shareholders and other related parties’ occupation of the company’s funds, the company’s external guarantees, the company’s profit distribution plan in 2020, the provision for asset impairment and the verification and sale of assets in 2020, and the self-evaluation report on the company’s internal control in 2020 Independent opinions were expressed on the special report on the deposit and actual use of the company’s raised funds in 2020, the change of accounting policies, the increase of guarantees for subsidiaries, the repurchase and cancellation of restricted shares related to the 2020 restricted stock incentive plan, and the renewal of the employment of accounting firms.
6. On August 25, 2021, the company held the sixth meeting of the Fifth Board of directors. The independent directors made a special report on the occupation of the company’s funds by the controlling shareholders and other related parties, the company’s external guarantee, the provision for asset impairment in the half year of 2021, the deposit and actual use of the company’s raised funds in the half year of 2021 Independent opinions were issued on the closing of investment projects funded by the company’s non-public offering of shares and the permanent supplement of working capital with the surplus raised funds, the cancellation of the reserved restricted shares in the 2020 restricted stock incentive plan, and the adjustment of the number of repurchase and cancellation of restricted shares.
7. On September 8, 2021, the company held the seventh meeting of the Fifth Board of directors, and the independent directors expressed independent opinions on issues such as the issuance of shares by the company to specific objects.
8. On October 25, 2021, the company held the 9th meeting of the 5th board of directors, and the independent directors expressed independent opinions on the repurchase and cancellation of some restricted shares.
9. On December 29, 2021, the company held the 10th meeting of the 5th board of directors. The independent directors expressed independent opinions on continuing to apply for loan limit and related party transactions from the controlling shareholders, repurchase and cancellation of some restricted shares, etc.
3、 Performance of special committees of the board of directors
During the reporting period, as the convener of the audit committee of the 5th board of directors, I reviewed and put forward constructive opinions on major issues such as the company’s periodic report, internal control self-evaluation report, external guarantee and the employment of external audit institutions in accordance with the rules of procedure and other relevant requirements of the Audit Committee and the actual situation of the company. During the reporting period, as a member of the remuneration and assessment committee of the 5th board of directors, I participated in the scheme design of the company’s overall remuneration system adjustment and basic remuneration adjustment in combination with the industry, the company’s development stage and region, reviewed and supervised the implementation of the remuneration system, and recognized that the system was effectively implemented and basically in line with the actual situation of the company.
During the reporting period, as a member of the nomination committee of the 5th board of directors, in accordance with relevant laws and regulations and the articles of association, combined with the opinions of the shareholders of the company and the actual situation of the company, the Committee carefully checked the qualifications and resumes of the candidates to be nominated, and checked whether the candidates were in the situation specified in Article 146 of the company law, And the situation determined by the CSRC that the market ban has not been lifted.
Only after the candidates nominated meet the qualifications can they agree to submit them to the board of directors for deliberation.
4、 On site investigation of the company
In 2021, I visited and communicated with the company for many times, and actively listened to the introduction and report of the company’s relevant staff on the company’s production and operation, internal management and control, implementation of resolutions of the board of directors, financial management, management and use of raised funds, so as to understand the company’s dynamics in real time. And keep close contact with other directors and senior managers of the company by telephone, 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.
5、 Work done in protecting the rights and interests of investors
1. Actively pay attention to and supervise the company’s information disclosure, so that the company can strictly comply with the relevant provisions of relevant laws and regulations and ensure the authenticity, accuracy, integrity, timeliness and fairness of the company’s information disclosure in 2021.
2. Supervise and inspect corporate governance and operation management. I communicated and inquired with relevant personnel of the company, deeply understood the improvement and implementation of the company’s production and operation, internal control and other systems, paid attention to financial management, the use of raised funds and other related matters, paid attention to corporate governance, supervised the legal compliance of the decision-making and approval procedures of relevant matters of the company, actively and effectively performed my duties and effectively protected the rights and interests of investors.
3. I pay close attention to the operation, management and financial situation of the company. When the board of directors deliberates relevant matters, I carefully consult relevant materials, and use my professional knowledge to exercise voting rights independently, objectively and impartially, so as to promote the scientificity and rationality of the decision-making of the board of directors and continuously promote the healthy and rapid development of the company.
6、 Training and learning
During the reporting period, I have always paid attention to learning the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, actively participated in the relevant training organized by the company in various ways, fully understood the management systems of listed companies, and continuously improved my ability to perform my duties, Give full play to the functions and roles of independent directors, form the ideological awareness of consciously protecting the interests of shareholders of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and further promote the improvement of the company’s standardized operation level.
It is hereby reported.
Zhanjiang Guolian Aquatic Products Co.Ltd(300094) independent director: Liang Jinhua April 25, 2022
