Palm Eco-Town Development Co.Ltd(002431)
2021 annual report of independent directors
(Zeng Yan)
As an independent director of Palm Eco-Town Development Co.Ltd(002431) (hereinafter referred to as “the company”), I strictly abide by the provisions of the company law of the people’s Republic of China, the guidelines for the governance of listed companies, the guidelines for the performance of independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and rules, as well as the relevant provisions and requirements of the independent director system and the articles of association of the company The principle of impartiality and independence, diligence and conscientiousness, faithfully perform their duties, actively attend relevant meetings, give full play to the role of independent directors, carefully consider various proposals of the board of directors, and earnestly safeguard the interests of the company and all shareholders. Now I will make a brief report on my work in 2021 to all shareholders and shareholder representatives.
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, I seriously participated in the board of directors and shareholders’ meeting of the company and fulfilled the duty of diligence of independent directors. The convening and holding of each board of directors and shareholders’ meeting comply with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. I voted in favor of all the proposals considered by the board of directors of the company, and did not raise any objection to the proposal of the board of directors and other matters of the company.
Attendance of independent directors at the board of directors
Independent directors should attend the on-site attendance in this reporting period. Is the number of absences entrusted by means of communication two times in a row? The number of times of attending the board of directors without name? The number of times of attending the meeting in person
Zeng Yan 16 1 15 0 0 0 no
Number of independent directors attending the general meeting of shareholders 9
2、 Independent opinions
In accordance with relevant laws, regulations and relevant systems, I have expressed independent opinions on relevant matters of the company as follows:
Date of meeting name of meeting type of opinions on matters under consideration
On January 6, 2021, the 22nd Meeting of the 5th board of directors agreed to the proposal on appointing the deputy general manager of the company
On January 29, 2021, the 23rd Meeting of the 5th board of directors agreed to the proposal on the prediction of daily connected transactions in 2021
Agreement on joint investment and establishment of project company with related parties at the 5th session of the board of directors on February 23, 2021
Proposal on connected transactions of the 24th Meeting
1. Proposal on 2020 profit distribution plan
2. Self evaluation report on internal control in 2020
3. On the deposit and use of raised funds in 2020
Special report on the fifth session of the board of directors
At the 25th meeting on April 22, 2021, 4. The proposal on changes in accounting policies was approved. 5. The proposal on the provision for credit impairment and assets in 2020
Proposal on provision for asset impairment
6. On accumulated and current external guarantees and related
Independent opinions on the occupation of funds by the party
The 1st of the 5th board of directors: proposal on replacing directors
The 26th meeting on April 29, 2021 2. Proposal on the company’s application for loan limit from related parties and approval of related party transactions
1. Proposal on replacing the chief financial officer
The 2nd session of the 5th board of directors: on joint investment and establishment of project company with related parties
The proposal of the 27th meeting on May 14, 2021 and related party transactions agreed to 3. On the extension of financial assistance to joint-stock companies
Proposal
1. Proposal on the proposed renewal of accounting firm
The 2nd session of the 5th board of directors: on joint investment and establishment of project company with related parties
The proposal of the 28th meeting and related party transactions on June 25, 2021 agreed to 3. On the company’s financial leasing business and related party transactions
Yi’s proposal
On August 10, 2021, the fifth session of the board of directors proposed to provide counter guarantee for the related parties of the controlling shareholder to approve the issuance of corporate bonds at the 30th meeting of the company’s non-public meeting
1. On the occupation of the company by controlling shareholders and other related parties
Special description and independent opinions on funds
On August 26, 2021, the 2nd session of the 5th board of directors, the special statement on the company’s external guarantee and the independent opinions of the 31st meeting agreed
3. Deposit and of raised funds in the half year of 2021
Independent opinions on use
1. The resolution on extending the company’s non-public offering of shares
Proposal on the validity of the 5th board of directors
34th meeting on November 10, 2021 2. Proposal to the general meeting of shareholders to extend the authorization of the board of directors to fully approve the handling of the company’s non-public offering of shares in 2020
Proposal on matters
1. Proposal on providing counter guarantee for related parties
Proposal of the 5th board of directors on extension of guarantee period
The 35th meeting (I) on December 7, 2021 agreed to 3. Proposal on extending the guarantee period and related guarantee
(Ⅱ)》
On December 17, 2021, the 5th session of the board of directors issued the proposal on using some idle raised funds to temporarily replenish the flow and agreeing to the working capital of the 36th meeting
On December 31, 2021, the Fifth Board of directors approved the proposal on the company’s debt restructuring
Thirty seventh meeting
The above independent opinions have been published on cninfo (www.cn. Info. Com. CN), an information disclosure website designated by the CSRC Notice.
3、 Work of special committees under the board of directors and annual report
(I) as a member of the development strategy committee, I actively perform my duties in accordance with the working rules of the development strategy committee of the board of directors and other relevant provisions, and put forward constructive suggestions on the operation and development and enterprise strategy of the company in combination with the national policy background, industry development prospect, operation status of the company and other factors.
(II) during the preparation of the annual report, I actively understood the company’s operating conditions, carefully listened to the management’s report on the company’s annual financial conditions and operating results, regularly consulted the company’s financial statements and operating data, and timely understood and mastered the company’s production and the progress of major events; And actively cooperate with the company’s annual audit work, communicate with accountants, internal audit department, financial department and other relevant personnel, understand and master the audit work arrangement and progress of accountants, carefully review relevant materials, timely communicate on the problems found in the audit process, give full play to the supervision role of independent directors and maintain the independence of audit work.
4、 Site office conditions
As an independent director of the company, I actively understand the production and operation of the company through wechat, telephone, e-mail, various meetings and other forms, maintain good daily communication with other directors and senior executives of the company, and timely understand the company’s major issues, industry policies, important issues of Companies in the same industry, regulatory trends and other information through the weekly and monthly information reports prepared by the company’s securities department, so as to master the development of the company and industry.
5、 Other work done in protecting the rights and interests of investors
(I) supervision over the company’s information disclosure
As an independent director of the company, I continue to pay attention to the company’s information disclosure work, and urge the company to make a true, accurate and timely disclosure of the company’s information in 2021 in strict accordance with the administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange and other relevant provisions Complete supervision.
(II) supervision of corporate governance structure and operation management
I performed my duties in strict accordance with relevant laws and regulations, the articles of association and the independent director system, actively attended relevant meetings of the company, carefully reviewed various proposals submitted by the company, objectively and independently expressed my opinions and views, made fair judgment by using my professional knowledge, and effectively protected the interests of the company and minority shareholders.
In terms of corporate governance and operation management, I carefully checked and supervised the improvement and implementation of internal control and other systems, related party transactions, financial management, business development and other related matters according to the requirements of relevant regulations, fully and effectively performed the duties of independent directors, and promoted the scientificity and objectivity of the decision-making of the board of directors. (III) strengthen their own learning and improve their ability to perform their duties
I actively study relevant laws and regulations, rules and regulations and relevant normative documents of Shenzhen Stock Exchange to understand the latest regulatory policies.
Through continuous learning, further deepen the understanding of relevant laws and regulations, improve their ability to perform their duties, provide better suggestions for the company’s decision-making and risk prevention, and consciously protect the legitimate rights and interests of social public shareholders.
6、 Performance of special functions and powers of independent directors
(I) there is no proposed employment of accounting firm;
(II) there is no proposal to convene the board of directors;
(III) there is no independent engagement of external audit institutions and consulting institutions;
(IV) failing to publicly solicit voting rights from shareholders before the shareholders’ meeting;
(V) failing to propose to the board of directors to convene the general meeting of shareholders.
7、 Contact information
mail box: [email protected].
In the future, based on the principles of further prudence, diligence and loyalty, I will continue to perform the duties of independent directors in accordance with the requirements of relevant laws and regulations, strengthen investigation and research, better understand the operation of the company, maintain communication with other directors, supervisors and management personnel, provide more constructive suggestions for the development of the company, actively participate in the decision-making of the board of directors and express independent opinions, Improve the scientific decision-making of the board of directors, better protect the legitimate rights and interests of investors, especially small and medium-sized shareholders, and promote the sustainable and stable operation and standardized operation of the company.
Finally, I would like to express my heartfelt thanks to the board of directors and management of the company for their active cooperation and support in my performance of duties in 2021!
