Pengdu Agriculture & Animal Husbandry Co.Ltd(002505)
Report on the work of independent directors in 2021 (Huang Zemin)
As an independent director of the seventh board of directors of Pengdu Agriculture & Animal Husbandry Co.Ltd(002505) (hereinafter referred to as “the company”), in my work in 2021, In strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the standards for the governance of listed companies, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies, the articles of association and other relevant laws and regulations, and based on the principles of independence, objectivity and impartiality, Be diligent and responsible, fully exercise the functions and powers of independent directors, and earnestly safeguard the legitimate rights and interests of the company, all shareholders, especially minority shareholders. I hereby make the following report on my performance of duties in 2021:
1、 Attendance at meetings
During my tenure in 2021, with the attitude of honesty, diligence and independence, I personally participated in all the board meetings held by the company through communication or on-site, carefully reviewed various proposals and relevant materials of each meeting, actively participated in the discussion of various topics and put forward reasonable suggestions, and played a positive role in the correct and scientific decision-making of the board of directors.
During the term of office in 2021, the board of directors of the company held 10 meetings. My attendance at the meetings is as follows:
On site attendance and entrusted voting by means of communication in this year
Number of board meetings (number of objections)
10 1 9 0 0
I voted for all the proposals of the board of directors.
2、 Independent opinions
In terms of safeguarding the legitimate rights and interests of public shareholders from damage, I have expressed independent opinions on the following matters of the company in strict accordance with the requirements and provisions of the company’s independent director system and other relevant systems:
Time and opinion of the board of directors on matters session type
Explicit independent opinions on the signing of beef cattle sales contract and related party transaction by the wholly-owned subsidiary the seventh board of directors agreed on March 2021 to the explicit discussion and related party transaction on the signing of beef cattle industry construction project agent construction management association by the wholly-owned subsidiary on March 30
The independent opinions on the company’s proposal on the prediction of the company’s daily connected transactions in 2021 and the resolution of the 7th board of directors on April 2021 were agreed at the 10th meeting on August 28
Time and opinion of the board of directors on matters session type
The independent opinions on the company’s proposal on the prediction of external guarantee in 2021 agree with the independent opinions on the company’s profit distribution plan in 2020, and clearly agree with the company’s internal control evaluation report in 2020 I agree with the independent opinion on the company’s proposal on confirming the total remuneration of the company’s directors, supervisors and senior executives in 2020 and determining the total remuneration of the company’s directors, supervisors and senior executives in 2021
The independent opinion on the company’s special notes on securities investment in 2020 clearly agrees with the independent opinion on the company’s special report on the deposit and use of raised funds in 2020 The independent opinions on the proposal on the change of accounting policies clearly agree with the independent opinions on the proposal on the development of hedging business of the company and the proposal on the by election of directors of the company The independent opinions of the company clearly agree with the independent opinions on the occupation of funds and external guarantee of the company’s related parties
The independent opinion on the resignation of the chairman Mr. Ge Junjie clearly agrees with the independent opinion on the by election of directors, and it is clear that the seventh board of directors agrees to the 12th meeting in May 2021 The independent opinion on the appointment of senior managers was clearly agreed on January 31, and the independent opinion on the appointment of the Secretary of the board of directors was clearly agreed
Independent opinions on the special August 2021 explicit report on the deposit and use of raised funds in the half year of 2021 the seventh board of directors agreed on the independent opinions on the day of the 13th meeting of the company’s related party fund occupation and external guarantee in the half year of 2021
Independent opinions on asset replacement and related party transactions agreed at the 15th meeting of the seventh board of directors on September 13, 2021
Time and opinion of the board of directors on matters session type
The independent opinion on hiring an audit institution in 2021 was agreed at the 17th meeting of the seventh board of directors on December 14, 2021
The independent intention of using idle raised funds to temporarily supplement working capital is clearly agreed at the 18th meeting of the seventh board of directors on December 19, 2021
The specific contents of the opinions of the above independent directors are published on cninfo.com.cn.
3、 On site investigation in the company in 2021
During my term of office in 2021, I used my participation in the board of directors and other time to conduct on-site inspection on the company to understand the operation and financial status of the company. Keep close communication and contact with other directors, senior managers and other staff of the company by telephone or e-mail, timely pay attention to the impact of external environment and market changes on the company and the reports of relevant media, and timely understand and master the major matters of the company.
4、 Other work done in protecting the legitimate rights and interests of public shareholders
(I) information disclosure of the company
The company can disclose information in strict accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, the administrative measures for information disclosure of listed companies and other laws and regulations and the relevant provisions of the company’s information disclosure system, and ensure that the company’s information disclosure in 2021 is true, accurate and complete.
(II) verification of corporate governance and operation management
During my tenure in 2021, I regularly understood the production and operation dynamics of the company and effectively performed the duties of independent directors. All major matters requiring the decision-making of the board of directors shall carefully review the information introduced and provided by the company in advance, exercise the voting right independently and objectively, actively promote the improvement of the corporate governance structure, strengthen the construction of the company’s internal control mechanism, supervise the standardized operation of the company, and earnestly safeguard the interests of small and medium-sized investors.
(III) self learning
By actively participating in various trainings, I continuously improve my ability to perform my duties, deepen my understanding and understanding of relevant laws, regulations and rules, especially those related to standardizing the corporate governance structure and protecting the interests of shareholders of the public, form the awareness of consciously protecting the legitimate rights and interests of minority shareholders, and effectively strengthen the protection of the interests of the company and investors.
(IV) work of each special committee of the board of directors
As the chairman of the nomination committee, the member of the strategy committee and the member of the audit committee of the 7th board of directors of the company, I have performed my duties in strict accordance with the provisions of the independent director system, the working rules of the nomination committee of the board of directors, the working rules of the audit committee of the board of directors and other relevant systems of the company, and completed all the duties of the nomination committee, the strategy committee and the audit committee of the board of directors during my term of office in 2021.
5、 Other matters
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to dismiss the accounting firm;
(III) there are no independent external audit institutions and consulting institutions.
6、 Contact: 02162233333
I would like to express my heartfelt thanks to the members of the board of directors, the management and other personnel of the company for their active cooperation and support during my term of office.
Independent director: Huang Zemin
April 28, 2022
