Tianjin Songjiang Co.Ltd(600225)
2021 annual report of independent directors
In accordance with the company law, the securities law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the articles of association, as independent directors of Tianjin Songjiang Co.Ltd(600225) (hereinafter referred to as the "company"), we are diligent and conscientious, exercise our rights according to law and maintain our independence during the performance of our duties in 2021, The role of independent directors has been brought into full play, effectively safeguarding the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders, and playing a positive role in the standardized operation and healthy development of the company.
The performance of duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
The independent directors of the 10th board of directors of the company are Mr. Wu Yingguang, Ms. Li Shu and Mr. Li Zhihui. As independent directors of the company, we all have professional qualifications and abilities and have accumulated rich experience in our professional fields. Our personal work resume, professional background and part-time work are as follows:
Wu Yingguang, male, born in 1957, once served as the director of the law department of the school of grammar and law of Northern University of technology and the responsible professor of the master's point of criminal law. He is currently a professor of law and tutor of master's degree in North University of technology, an independent director of Yadi Group Holdings Co., Ltd. (HKEx), Cofco Sugar Holding Co.Ltd(600737) independent director and independent director of the company.
Li Shu, female, born in 1971, has been a professor, doctoral supervisor and Tianjin Chase Sun Pharmaceutical Co.Ltd(300026) independent director of the accounting department of the Business School of Nankai University for nearly five years. He is now a professor and doctoral supervisor of the accounting department of the Business School of Nankai University, Hefei Department Store Group Co.Ltd(000417) independent director, independent director of tianfangbiao testing and Certification Co., Ltd., external director of Tianjin Water Group Co., Ltd., external director of Tianjin Real Estate Group Co., Ltd. and independent director of the company.
Li Zhihui, male, born in 1959, is currently the director of the Institute of finance of the school of economics of Nankai University, the executive director of the China finance society, the director of the China Institute of international finance, the member of the textbook Editorial Committee of China finance press, the visiting professor of Tianjin Foreign studies college, the independent director of Shanjin Futures Co., Ltd., the independent director of Henan Yiyang Rural Commercial Bank Co., Ltd., the external director of Xinxing Heavy Industry Investment Co., Ltd. and the independent director of the company.
(II) whether there are conditions affecting independence
As an independent director of the company, we can perform our duties independently and are not affected by the major shareholders, actual controllers or other units or individuals with interests in the listed company. We are not prohibited from acting as an independent director under the following independent director rules of listed companies:
(I) personnel working in listed companies or their affiliated enterprises and their immediate family members and major social relations;
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the listed company or are among the top 10 shareholders of the listed company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the listed company or in the top five shareholder units of the listed company and their immediate family members;
(IV) persons who have had the situations listed in the preceding three items in the most recent year;
(V) personnel who provide financial, legal and consulting services for listed companies or their affiliated enterprises;
(VI) other laws and regulations of administrative departments;
(VII) other personnel specified in the articles of Association;
(VIII) other personnel recognized by the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Therefore, there are no circumstances that affect independence.
2、 Annual performance of independent directors
(I) attendance at relevant meetings of the company
In 2021, as an independent director, we attended a total of 8 meetings of the company's board of directors, and attended 2 meetings of the strategy and Investment Committee, 2 meetings of the nomination and Remuneration Committee and 7 meetings of the audit committee according to the responsibilities of each special committee of the board of directors.
In 2021, we actively participated in the general meeting of shareholders of the company and carefully listened to the opinions of shareholders and management on major decision-making matters of the company.
List of independent directors attending various meetings in 2021
Special Committee of the board of directors general meeting of shareholders
Whether the strategic nomination audit year is a temporary continuous investment and salary committee? Shareholders should attend the meeting in person and be entrusted to attend the Remuneration Committee of the asset management committee twice in absentia this year (the general meeting plus the non relatives member meeting of the board of directors plus times (see) (the number of times of participation comes from the number of times (the number of times of participation (parameter) plus the number of times of surname meeting plus the number of times) the number of name discussions)
Wu Yingguang 8 800 No 2 2 - 1 0
Li Shu 8 8 0 0 0 No 2 2 7 1 1
Li Zhihui 8 800 0 No 2 2 7 1 2
(II) deliberation and voting of proposals
In 2021, as independent directors, we were able to carefully read the proposal and maintained a full communication with the company's management
Tong also put forward some rationalization suggestions and exercised the voting right with caution to safeguard the overall interests of the company and shareholders
Rights and interests.
The convening and convening of the board of directors, major business decisions and other major matters of the company comply with legal procedures,
Legal and valid. Therefore, all independent directors carefully review the proposals of the board of directors and other matters of the company
On the basis, they all expressed their support, and there were no objections, objections or waivers.
(III) expression of independent opinions
In 2021, we earnestly performed the duties of independent directors and issued independent opinions on the following matters of the company in 2021
Opinions:
No. matters for which independent opinions are expressed at the session of the meeting type of independent opinions
1. The proposal of the 19th meeting of the 10th board of directors on providing counter guarantee and related party transactions for indirect controlling shareholders was approved
2. The proposal of the 20th meeting of the 10th board of directors on the termination of major asset restructuring of the company was approved
3. The proposal of the 21st Meeting of the 10th board of directors on providing counter guarantee and related party transactions for indirect controlling shareholders was approved
4. Agreement on the company's profit distribution plan in 2020
5. The proposal on the company's internal control evaluation report in 2020 is approved
6. The proposal on the company's daily connected transactions in 2021 is approved
7. The proposal on the external guarantee amount of the company in 2021 is approved
The 22nd Meeting of the 10th board of directors
8. The proposal on the business guarantee amount provided by the company in 2021 is approved
9. About authorizing the company and its holding subsidiaries to apply for loan consent from related parties in 2021
Proposal for paragraph
10. The proposal on the company's provision for asset impairment is approved
11. The proposal on the change of the company's accounting policies is approved
12. The proposal on withdrawing bad debt reserves in the half year of 2021 was approved
The 23rd Meeting of the 10th board of directors
13. The proposal on the appointment of senior managers of the company is approved
14. Consent to the proposal on changing the accounting firm
The 26th meeting of the 10th board of directors
15. The proposal on write off of long-term equity investment in some subsidiaries was approved
(IV) site investigation
The directors and relevant staff kept close contact with each other, kept abreast of the progress of major issues of the company in a timely manner, paid close attention to the possible impact of external environment and market changes on the company, prudently put forward decision-making suggestions through independent and objective professional judgment, and earnestly performed the duties of independent directors.
(V) cooperation of listed companies with independent directors
In 2021, during the deliberation of the company's major issues, we communicated with the company's senior managers to have a comprehensive and in-depth understanding of the company's operation and development, and put forward constructive opinions and suggestions on the relevant proposals of the company's board of directors by using professional knowledge and enterprise management experience, giving full play to the role of guidance and supervision. The management of the company attaches great importance to communication with me, and can report to us the production and operation of the company and the progress of major events, which provides complete conditions and support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, we conducted pre audit on the related party transactions of the company in 2021 and issued independent opinions. We believe that the related party transactions of the company during the reporting period have followed the principles of openness, fairness, impartiality and marketization, and the transaction price is fair and reasonable; During the voting of the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the company law, the securities law, the stock listing rules of Shanghai Stock Exchange and the articles of association. They are equal to all shareholders of the company, in line with the best interests of the listed company and all shareholders, and do not harm the company and other shareholders, Especially the interests of minority shareholders and non affiliated shareholders. (II) external guarantee and fund occupation
During the reporting period, the company strictly abided by the relevant laws and regulations and the relevant provisions on external guarantee in the articles of association, carefully performed the corresponding review procedures for the external guarantee matters, and made real, accurate and complete information disclosure in time. The company can strictly control the risk of external guarantee and fully protect the legitimate rights and interests of the company and all shareholders. At the same time, it is verified that as of December 31, 2021, the company has no occupation of funds by controlling shareholders and their related parties.
(III) use of raised funds
During the reporting period, the company did not use the funds raised in this year, nor did it extend the funds raised in previous years to this year.
(IV) nomination and remuneration of directors and senior managers
During the reporting period, the nomination procedures and voting procedures of the company's senior managers met the provisions of the company law and other relevant laws and regulations and the articles of association, and the qualifications of relevant personnel met the conditions specified in the company law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations and the articles of association. No situation specified in Article 146 of the company law was found, There are also no persons who have been identified as prohibited by the CSRC and the prohibition has not been lifted
In 2021, the remuneration of directors and senior managers of the company was determined according to the industry of the company and the actual operation of the company, and the relevant decision-making procedures were legal and effective.
(V)
