Annual report on work in 2021
—-Sun Weidong
Shareholders and shareholder representatives:
As an independent director of Nanning Sugar Industry Co.Ltd(000911) (hereinafter referred to as “the company”), I earnestly perform my duties in accordance with the company law, the guiding opinions on establishing an independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association and the working system of independent directors, actively participate in the meetings of the board of directors of the company and carefully consider various proposals of the board of directors, Express independent opinions on major matters, give full play to the role of independent directors and safeguard the interests of the company and shareholders. The performance of duties in 2021 is now reported as follows:
1、 Participation in meetings during the term of office
1. In 2021, the company held 12 board meetings and 7 general meetings of shareholders. The specific attendance is as follows:
The name of the meeting shall be the number of times of attendance at the meeting by means of communication. Whether there are two consecutive times of non discussion and the number of seats of the board of directors to attend the meeting in person
Board of directors 12 6 0 0 no
Shareholders’ meeting 7 0 0 0 no
2. I voted in favour of all the proposals considered at the board meeting. During the reporting period, I did not raise any objection to the proposals of the board of directors and other matters of the company. The convening and convening of the board of directors of the company complied with the legal procedures and the provisions of the articles of Association.
2、 Independent work and on-site inspection
1. As an independent director, I can carefully review the meeting materials before the board meeting, understand the production, operation and operation of the company in detail, communicate with relevant personnel, carefully consider each proposal, actively participate in the discussion of topics and put forward reasonable suggestions and opinions. When the company makes various resolutions, it is not affected by the shareholders, actual controllers or other units or individuals with interests in the listed company, and can make independent judgments. This year, I voted in favor of the relevant proposals of each board meeting.
2. As an independent director, he can give full play to his professional advantages and use his professional knowledge to put forward opinions and suggestions for the company’s production, operation, management and development strategy.
3. Give full play to the supervisory role of independent directors in the preparation and review of the company’s 2021 annual report. Attend the annual report preparation meeting on site, have in-depth exchanges with the company’s operation and management, understand the production and operation of the enterprise and the progress of major issues, and have continuous communication with the company’s annual audit certified public accountant on the audit of the 2021 annual financial report for many times.
3、 My independent opinions on relevant matters of the company in 2021
During the reporting period, I did not raise any objection to the proposals of the board of directors and other matters of the company this year. I made comments on the company’s profit distribution plan, the company’s continued employment of financial statements and internal control audit institutions, internal control evaluation report, the company’s provision for asset impairment, the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee, changes in accounting policies, the company’s plan to carry out white granulated sugar hedging business The company has expressed independent opinions on the non-public offering of shares in 2021, the company’s daily connected transaction forecast in 2021, the company’s financial assistance to its holding subsidiaries and connected transactions.
The details are as follows:
1. The seventh meeting of the seventh board of directors was held on March 29, 2021
(1) Independent opinions on the company’s 2020 annual profit distribution plan;
(2) Independent opinions on the company’s internal control evaluation report in 2020;
(3) Independent opinions on the company’s provision for asset impairment;
(4) Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee;
2. The third interim meeting of the seventh board of directors held on June 21, 2021
(1) Independent opinions on the company’s compliance with the conditions for non-public issuance of a shares;
(2) Independent opinions on the company’s non-public offering plan and plan;
(3) Independent opinions on the feasibility analysis report on the use of the funds raised by the company’s non-public offering;
(4) Independent opinions on the need to prepare the report on the use of the previously raised funds;
(5) Independent opinions on diluted immediate return, filling measures and commitments of relevant subjects of non-public offering of shares;
(6) Independent opinions on Nanning Sugar Industry Co.Ltd(000911) next three years (20212023) shareholder return planning
(7) Independent opinions on the signing of the Nanning Sugar Industry Co.Ltd(000911) non public offering of A-Shares subscription agreement with conditional effect between the company and the subscriber;
(8) Independent opinions on related party transactions involved in the company’s non-public offering of shares;
(9) Independent opinions on requesting the general meeting of shareholders to approve the exemption of controlling shareholders from holding more shares of the company by offer;
(10) Independent opinions on the directional issuance of shares by the holding subsidiary and Nanning Sugar Industry Co.Ltd(000911) conditional repurchase of equity;
(11) Independent opinions on providing financial assistance and related party transactions to Nanning Qiaohong new materials Co., Ltd., a holding subsidiary.
3. The fourth interim meeting of the seventh board of directors held on August 6, 2021
(1) Independent opinions on the proposal on accepting the liquidation and distribution of creditor’s rights and related party transactions of South sugar industry M & A fund (limited partnership);
(2) Independent opinions on the proposal to carry out white granulated sugar hedging business;
(3) Independent opinions on the proposal of the company to increase the forecast of daily connected transactions in 2021; (4) Independent opinions on the proposal on signing equity custody agreement and related party transactions with related parties Nanning LvHua Investment Co., Ltd. and Nanning Lvqing Investment Co., Ltd;
4. The fifth meeting of the seventh board of directors held on September 1, 2021
(1) Independent opinions on the company’s non-public offering plan (Revised Draft) and plan (Revised Draft);
(2) Independent opinions on the feasibility analysis report (Revised Draft) on the use of funds raised by the company’s non-public offering;
(3) Independent opinions on diluted immediate return of non-public offering of shares, filling measures and commitments of relevant subjects (Revised Draft);
(4) Independent opinions on the Company re signing the conditional effective share subscription agreement for Nanning Sugar Industry Co.Ltd(000911) non-public development of A-share shares with the subscription object;
(5) Independent opinions on the proposal (Revised Draft) of the company’s non-public offering of shares involving related party transactions.
5. The 10th meeting of the 7th board of directors held on October 22, 2021
(1) Independent opinions on the company’s continued employment of accounting firms.
4、 Work done to protect the legitimate rights and interests of minority shareholders
(1) Continue to pay attention to the company’s information disclosure.
Actively urge the company to disclose information in strict accordance with the stock listing rules, the measures for the administration of information disclosure of listed companies and the company’s information disclosure management system, so as to ensure that the company’s information disclosure is true, accurate, timely and complete.
(2) In implementing the protection of the legitimate rights and interests of minority shareholders. By consulting relevant materials and communicating with relevant personnel, we have an in-depth understanding of the improvement and implementation of the company’s production and operation, management and internal control systems, pay attention to the company’s financial management, related party transactions, business development and other related matters, and urge the company to continuously improve the corporate governance structure.
(3) Strengthen their own learning. Actively participate in the study and training held by Shenzhen Stock Exchange and Guangxi securities regulatory bureau, deepen the understanding and understanding of relevant laws and regulations, especially the notices and normative documents issued by securities regulatory authorities, form the awareness of consciously strengthening the protection of shareholders’ interests and promote the standardized operation of the company.
5、 Participation in the work of special committees of the board of directors
In 2021, I earnestly carried out the work of the special committee of the board of directors of the company and attended the committee meetings regularly. At the end of this year, in accordance with relevant regulations, I listened to the report of the company’s management on the company’s production and operation and investment activities in this year, and the report of the company’s chief financial officer on the company’s financial situation and operating results in this year; Before the annual audit accounting firm entered the audit site, it communicated with the annual audit Certified Public Accountants on the personnel composition of the audit team, audit plan and schedule, risk judgment, testing and evaluation methods of risks and fraud, key audit points of this year, strengthened the work responsibilities of independent directors, and gave full play to their independent role in the annual report of listed companies.
6、 Other working conditions
(1) There is no proposal to convene the board of directors;
(2) There is no proposal to hire or dismiss an accounting firm;
(3) There is no independent engagement of external audit institutions and consulting institutions.
7、 Summary
During the reporting period, the company did not violate laws and regulations, various regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange and various internal control systems of the company. The corporate governance system is effective and can effectively protect the legitimate rights and interests of all shareholders. The company has given active support to the work of independent directors and has not hindered independent directors from performing their duties independently.
In the new year, I will continue to perform the duties of independent directors independently, objectively and impartially based on the principles of truth-seeking, pragmatism, prudence and diligence, strengthen cooperation and communication with other directors, supervisors and senior managers, provide more constructive suggestions for the development of the company with my professional knowledge and experience, and provide reference opinions for the decision-making of the board of directors, Earnestly safeguard the legitimate rights and interests of the company and investors, especially minority shareholders Nanning Sugar Industry Co.Ltd(000911) independent director: Sun Weidong
April 27, 2022
Annual report on work in 2021
—-Chen Yongli
Shareholders and shareholder representatives:
As an independent director of Nanning Sugar Industry Co.Ltd(000911) (hereinafter referred to as “the company”), I earnestly perform my duties in accordance with the company law, the guiding opinions on establishing an independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association and the working system of independent directors, actively participate in the meetings of the board of directors of the company and carefully consider various proposals of the board of directors, Express independent opinions on major matters, give full play to the role of independent directors and safeguard the interests of the company and shareholders. The performance of duties in 2021 is now reported as follows:
1、 Participation in meetings during the term of office
1. In 2021, the company held 12 board meetings and 7 general meetings of shareholders. The specific attendance is as follows:
The name of the meeting shall be the number of times of attendance at the meeting by means of communication. Whether there are two consecutive times of non discussion and the number of seats of the board of directors to attend the meeting in person
Board of directors 12 5 5 2 0 no
General meeting of shareholders 7 6 0 1 0 no
2. I voted in favour of all the proposals considered at the board meeting. During the reporting period, I did not raise any objection to the proposals of the board of directors and other matters of the company. The convening and convening of the board of directors of the company complied with the legal procedures and the provisions of the articles of Association.
2、 Independent work and on-site inspection
1. As an independent director, I can carefully review the meeting materials before the board meeting, understand the production, operation and operation of the company in detail, communicate with relevant personnel, carefully consider each proposal, actively participate in the discussion of topics and put forward reasonable suggestions and opinions. When the company makes various resolutions, it is not affected by the shareholders, actual controllers or other units or individuals with interests in the listed company, and can make independent judgments. This year, I voted in favor of the relevant proposals of each board meeting.
2. As an independent director, he can give full play to his professional advantages and use his professional knowledge to put forward opinions and suggestions for the company’s production, operation, management and development strategy.
3. Give full play to the supervisory role of independent directors in the preparation and review of the company’s 2021 annual report. Attend the annual report preparation meeting on site, have in-depth exchanges with the company’s operation and management, understand the production and operation of the enterprise and the progress of major issues, and have continuous communication with the company’s annual audit certified public accountant on the audit of the 2021 annual financial report for many times.
3、 My independent opinions on relevant matters of the company in 2021
During the reporting period, I did not raise any objection to the proposals of the board of directors and other matters of the company this year. I made comments on the company’s profit distribution plan, the company’s continued employment of financial statements and internal control audit institutions, internal control evaluation report, the company’s provision for asset impairment, the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee, changes in accounting policies, the company’s plan to carry out white granulated sugar hedging business The company has expressed independent opinions on the non-public offering of shares in 2021, the company’s daily connected transaction forecast in 2021, the company’s financial assistance to its holding subsidiaries and connected transactions.
The details are as follows:
1. The seventh meeting of the seventh board of directors was held on March 29, 2021
(1) Independent opinions on the company’s 2020 annual profit distribution plan;
(2) Independent opinions on the company’s internal control evaluation report in 2020;
(3) Independent opinions on the company’s provision for asset impairment;
(4) Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee;
2. The third interim meeting of the seventh board of directors held on June 21, 2021
(1) Independent opinions on the company’s compliance with the conditions for non-public issuance of a shares;
(2) Independent opinions on the company’s non-public offering plan and plan;
(3) Independent opinions on the feasibility analysis report on the use of the funds raised by the company’s non-public offering;
(4) Independent opinions on the need to prepare the report on the use of the previously raised funds;
