Easy Visible Supply Chain Management Co.Ltd(600093) independent director's 2021 Annual Report
Easy Visible Supply Chain Management Co.Ltd(600093)
2021 annual report of independent directors
Easy Visible Supply Chain Management Co.Ltd(600093) (hereinafter referred to as "the company") has three independent directors on the 8th board of directors, who are professionals with rich experience in accounting, law and compliance. In 2021, the independent directors of the company performed their duties prudently, conscientiously and diligently in accordance with the company law, the rules for independent directors of listed companies, the articles of association, the working system of independent directors and other relevant laws, regulations and systems, attended relevant meetings, carefully considered the proposals of the board of directors, actively participated in the decision-making of major matters of the company, and paid full attention to the development of the company, Supervise and urge the company to standardize its operation and improve its governance level, and express objective and impartial independent opinions on relevant matters of the company in accordance with the regulations, so as to effectively safeguard the legitimate rights and interests of the company and its shareholders. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
(I) resume, professional background and employment of independent directors
There were 3 independent directors of the original 8th board of directors of the company, including Gao Wei, Liu Zhenzhe and Wang Jianxin. On July 12, 2021, the 16th meeting of the 8th board of directors nominated Li Xueyu and Jin Xianghui as independent directors of the company; On July 30, 2021, the 2020 annual general meeting of shareholders of the company elected Li Xueyu and Jin Xianghui as independent directors of the company; On July 30, 2021, the 17th meeting of the 8th board of directors nominated Zhang Huide as the independent director of the company; On August 17, 2021, the fourth extraordinary general meeting of the company in 2021 elected Zhang Huide as the independent director of the company.
The company currently has three independent directors of the 8th board of directors, namely Li Xueyu, Jin Xianghui and Zhang Huide. Gao Wei: former independent director, male, born in December 1978, member of the Communist Party of China, now professor and doctoral supervisor of Yunnan University. The term of office is from August 24, 2020 to July 30, 2021.
Liu Zhenzhe: former independent director, male, born in September 1980, member of the Communist Party of China, now associate professor and doctoral supervisor of Peking University. The term of office is from August 24, 2020 to July 30, 2021.
Wang Jianxin: former independent director, male, born in April 1973, member of the Communist Party of China, now a researcher and doctoral supervisor of the Chinese Academy of financial sciences. He has successively served as independent director of Changjiang Securities Company Limited(000783) , Tangshan Jidong Cement Co.Ltd(000401) and other listed companies. The term of office is from August 24, 2020 to August 17, 2021.
Deputy director of intellectual property business research association of Bar Association, member of intellectual property professional committee of all China Bar Association, director and executive partner of Yunnan Ningjie Dingji law firm.
Jin Xianghui: female, born in August 1982, Chinese nationality, without permanent overseas residency, master's degree. Now he is the senior consultant of Zhejiang Tiance (Shenzhen) law firm. He once served as the head of the Securities Department of many listed companies and participated in the preparation of many books on securities management and compliance of listed companies.
Zhang Huide: female, born in April 1964, Chinese nationality, without permanent overseas residency, master's degree, certified public accountant, member of China Accounting Society, successively served as Hubei Forbon Technology Co.Ltd(300387) independent director, Anzheng Fashion Group Co.Ltd(603839) independent director, Tech Semiconductors Co.Ltd(300046) independent director, executive deputy director of accounting experimental center of Central South University of economics and law, etc. Currently, he is an associate professor and postgraduate supervisor of Zhongnan University of economics and law, and concurrently serves as Wuhan Guide Infrared Co.Ltd(002414) independent director, Changjiang Publishing & Media Co.Ltd(600757) independent director, and independent director of Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Technology Co., Ltd.
(II) whether there are conditions affecting independence
1. Since we assumed the position of independent director of the company, I and my immediate family members have not served in the company and its subsidiaries, held no shares of the company directly or indirectly, or held 5% or more of the issued shares of the company directly or indirectly.
2. We have not provided financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and have not obtained additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel. We all have the independence required by laws and regulations, and maintain objective and independent professional judgment in performing our duties. There is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at board meetings
During the reporting period, the company held 21 meetings of the board of directors and 8 general meetings of shareholders. As independent directors, we have conscientiously performed our duties as independent directors and seriously participated in the deliberation and decision-making of major matters of the company based on the principles of objectivity, impartiality and independence. Before the meeting of the board of directors, actively obtain and carefully review the relevant meeting materials, understand the production, operation and operation of the company in detail, actively discuss the deliberation proposals and put forward reasonable suggestions, which has played a positive role in making scientific and prudent decisions for the board of directors of the company.
The attendance of independent directors at the board meeting is as follows:
The number of times that independent directors should attend in person and entrust to attend the absence of directors in this year. Whether they have not attended the name meeting for two consecutive times plus the number of meetings
Li Xueyu 13 0 0 0 no
Jin Xianghui 13 0 0 no
Zhang Huide 12 0 0 no
Wang Jianxin 9 0 0 0 no
Gao Wei 8 800 no
Liu Zhenzhe 8 0 0 0 no
(II) attendance at meetings of special committees of the board of directors
As the chairman and members of the company's special committees, we participated in the special meetings of the special committees on the formulation of the company's strategic planning, major investment and financing decisions, periodic reports and other major issues in accordance with the working rules of the special committees of the board of directors. We carefully considered the relevant matters and put forward the opinions of the special committees to the board of directors after deliberation, so as to ensure the scientificity of the decision.
(III) attendance at the general meeting of shareholders
Names of independent directors number of times of attendance at the general meeting of shareholders this year number of times of attendance and number of times of leave
Li Xueyu 4 0
Jin Xianghui 4 0
Zhang Huide 3 0
Wang Jianxin 5 4 1
Gao Wei 4 0
Liu Zhenzhe 4 3 1
(IV) the company's cooperation with independent directors
During the reporting period, the company's management and relevant departments attached great importance to the communication with independent directors to ensure that we can timely understand the company's production and operation dynamics.
Before convening the board of directors and relevant meetings, the company carefully prepared the relevant materials and information required for decision-making, provided convenient conditions for the work of independent directors and effectively cooperated with the work of independent directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
We have carefully reviewed the related party transactions of the company during the reporting period, and the related party transactions of the company during the reporting period do not damage the rights and interests of the company and shareholders, especially minority shareholders.
(II) external guarantee and fund occupation
In the early stage, the company received a letter from the shareholder Yunnan Jiutian Investment Holding Group Co., Ltd. (hereinafter referred to as "Jiutian holding"), acknowledging the occupation of funds by the company and its subsidiaries through the company's four customers. In response to this matter, the company immediately carried out verification and actively cooperated with the competent authorities in the investigation of the case. On April 19, 2022, the company received the prior notice of administrative punishment and market Prohibition (hereinafter referred to as the "notice") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). According to the facts of the company's suspected violation of the law in the notice and the company's self-examination, The company found that except for the four enterprises mentioned in the letter from Jiutian holdings and 21 companies such as Youdian fat Technology Co., Ltd. mentioned in the notice, they are all affiliated enterprises controlled by Jiutian holdings that carry out fraud. Therefore, the company recognized the balance of creditor's rights and debts of 21 companies such as Youdian fat technology as the balance of creditor's rights and debts receivable from Jiutian holdings. Up to now, Jiutian Holdings has not repaid the Occupied Funds and related debts, and has not replied to the occupation time, nature, path and amount. The company is still in the process of further verification and faces the risk that the related debts cannot be paid off.
We require the corporate governance to continue to check the completeness and accuracy of business and capital transactions, pay attention to the progress of the investigation of cases by competent authorities, excavate the clues of Jiutian holding property, take necessary measures to recover losses and safeguard the rights and interests of the company and its shareholders.
(III) use of raised funds
During the reporting period, the company did not have equity refinancing, and there was no use of stock raised funds. (IV) nomination and remuneration of senior managers
During the reporting period, the salary scheme formulated by the company combined with the actual situation of the company and was in line with the salary level of the industry and region. The salary scheme was reviewed and approved by the salary and assessment committee of the board of directors, and the procedure was legal and effective. (V) performance forecast and performance express
On January 28, 2022, the company disclosed the announcement of performance loss in advance in 2021. According to the prior notice of administrative punishment and market entry ban (hereinafter referred to as the "notice") issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"), the important early errors involved were corrected by retrospective restatement method, and the financial statements from 2015 to 2020 were retroactively adjusted. On April 22, 2022, the company disclosed the 2021 annual performance forecast correction announcement, which corrected the performance forecast, in line with the provisions of relevant laws and regulations and the actual financial situation of the company.
(VI) appointment or replacement of accounting firms
During the reporting period, the company appointed Dahua accounting firm (special general partnership) (hereinafter referred to as "Dahua firm") as the company's audit institution in 2021. Dahua firm has many years of experience and ability to provide audit services for listed companies, good investor protection ability, independence and can meet the requirements of the company's annual audit in 2021, The company has performed corresponding deliberation procedures on the replacement of accounting firms.
(VII) cash dividends and other investor returns
During the reporting period, the company had no cash dividends and profit distribution.
(VIII) performance of commitments of the company and shareholders
From 2017 to 2018, Yunnan Central Yunnan Venture Capital Co., Ltd. (hereinafter referred to as "Central Yunnan venture capital") successively purchased factoring accounts receivable from the company's subsidiary Shenzhen Central Yunnan commercial factoring Co., Ltd. (hereinafter referred to as "Central Yunnan factoring") through three asset management plans. Central Yunnan factoring repurchased assets and paid interest when due, and agreed on liquidated damages / penalty interest. Through self-examination, it was found that the company signed the creditor's rights transfer agreement with Yunnan central venture capital and other relevant parties in violation of regulations without performing relevant decisions and appropriate approval. The above behavior directly leads to large debts of the company. The company has communicated with Dianzhong group for many times and requested to reduce the unreasonable high penalty interest, but no reply was received.
The above agreement fails to fulfill the appropriate decision-making and approval process of related party transactions, and the pricing level violates the fairness principle required by related party transactions. It violates the following commitments made by the company's shareholder Yunnan Central Yunnan Industrial Development Group Co., Ltd. (hereinafter referred to as "Central Yunnan group") to the company on October 8, 2018: when it is necessary and unavoidable for the related party transactions between central Yunnan group and other enterprises controlled by or under the significant influence of central Yunnan group and easy to see shares and their subsidiaries, it will follow the general commercial principles of fairness, fairness and openness, In accordance with the rules of market economy, relevant laws, regulations, normative documents and relevant provisions of the company, perform legal procedures and sign agreements according to law to ensure the transparency, fairness and rationality of transaction prices.
(IX) implementation of information disclosure
The company received the notice issued by the CSRC on April 19, 2022. The suspected illegal facts of the company are: there are false records and major omissions in the periodic reports from 2015 to 2020; Failed to disclose the 2020 annual report on schedule. We will actively urge the company to continuously improve the level of information disclosure and credit approval in accordance with laws and regulations.
(x) implementation of internal control
There are major defects in the company's internal control in 2020. In view of the internal control defects found, the company carried out rectification work, hired Yunnan Caizhi Certified Public Accountants (general partnership) in the form of public bidding to optimize the system and process of the company's internal control, and carried out the test of the trial operation of internal control. Dahua office issued an audit report with negative opinions on the company's internal control evaluation report in 2021.
We will urge the company to continuously improve the construction of internal control system, strengthen the implementation, supervision and inspection of internal control, strengthen risk control and early warning, promote the healthy and sustainable development of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
（11） Operation of the board of directors and its subordinate special committees
During the reporting period, the board of directors and
