Report on the work of independent directors in 2021
As an independent director of Fujian Snowman Co.Ltd(002639) (hereinafter referred to as “the company”), we have conscientiously performed the duties of independent directors in our work in 2021 in accordance with the company law, the securities law, the guidance on the establishment of independent directors in listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the articles of association and the working system of independent directors, Be diligent and conscientious, give full play to the role of independent directors, and strive to safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The report on the performance of the duties of independent directors in 2021 is as follows: I. attendance at the meeting
During the reporting period, the company held 12 meetings of the board of directors and three general meetings of shareholders. The convening of the board of directors of the company complies with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. We carefully read the relevant meeting materials issued and provided by the company in advance, exchanged opinions with the company’s management and relevant departments, and expressed independent opinions on relevant matters. Attendance at the meeting is as follows:
Attendance at the board meeting of shareholders
full name
Attend by means of communication
Number of attendance: number of on-site attendance plus number of meetings
Pan Yan 12 8 4 0 3
12 Hongbo 4
Zeng Zhenglin 12 8 4 03
2、 Independent opinions
In 2021, we expressed independent opinions on the following matters of the company:
1. On February 24, 2021, the independent opinions on the proposal on providing guarantee for the financing of the holding subsidiary Hangzhou Longhua, the proposal on providing guarantee for the financing of the wholly-owned subsidiary Snowman refrigeration, the proposal on providing guarantee for the financing of the wholly-owned subsidiary Snowman project and the proposal on carrying out foreign exchange hedging business discussed at the 23rd Meeting of the Fourth Board of directors were expressed.
2. On March 25, 2021, the independent opinions agreed to the proposal on wholly-owned subsidiaries providing guarantee for the parent company’s application for credit line and the proposal on implementing the new leasing standards and changing relevant accounting policies considered at the 25th meeting of the Fourth Board of directors.
3. April 23, 2021, On the proposal on the renewal of the company’s audit institution in 2021, the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s non-public development of A-Shares in 2021 and the proposal on the company’s non-public issuance of A-Shares in 2021 considered at the 26th meeting of the Fourth Board of directors Proposal on the feasibility analysis report on the use of the funds raised by the company’s non-public development of a shares, proposal on the special report on the use of the funds raised by the company in the previous time, proposal on the filling measures for the diluted immediate return after the company’s non-public offering of shares and the commitments of relevant entities, proposal on the signing of conditional and effective share subscription agreement between the company and specific objects The proposal on the company’s non-public development of shares involving related party transactions, the proposal on the prediction of daily related party transactions in 2021, and the proposal on the provision for asset impairment and credit impairment in 2020 issued agreed prior approval opinions and independent opinions.
4. On May 31, 2021, the company issued its prior approval opinions and independent opinions on the proposal on adding the prediction of daily connected transactions in 2021 considered at the 28th (Interim) meeting of the Fourth Board of directors.
5. On August 6, 2021, the independent opinions on the proposal on providing guarantee for the financing of Hangzhou Longhua, a holding subsidiary, the proposal on providing guarantee for Zhenxun development, a wholly-owned subsidiary, and the proposal on providing guarantee for Snowman project, a wholly-owned subsidiary, which were considered at the 29th meeting of the Fourth Board of directors. 6. On December 21, 2021, On the proposal on providing guarantee for wholly-owned subsidiaries’ application for factoring limit, the proposal on signing partnership agreement and connected transaction with professional investment institutions, the proposal on signing repurchase agreement and connected transaction with professional investment institutions, and the proposal on using idle raised funds to temporarily supplement working capital considered at the 34th meeting of the fourth board of directors The proposal on the use of some idle raised funds for cash management issued the agreed prior approval opinions and independent opinions.
3、 Attendance and performance of professional committees
1. Audit Committee: (Pan Yan, Zeng Zhenglin)
During the reporting period, we participated in the work carried out by the company’s internal audit department. In 2021, the audit committee held 8 meetings, mainly focusing on the following matters:
(1) Review regular financial and accounting statements to understand the company’s financial and operating conditions;
(2) Listen to the management’s report on the company’s production and operation and the progress of major events in 2021; (3) Review the annual internal control evaluation report;
(4) Review the appointment and change of annual audit institution, internal audit work report and annual audit plan, and put forward relevant opinions or suggestions;
(5) Urge the annual audit accountant to issue the audit report on time, communicate with him the problems found in the audit process, and perform the supervision duties;
(6) Supervise the company’s internal audit system and its implementation;
(7) In accordance with the requirements of the annual report working procedures of the audit committee of the board of directors, the audit committee discussed with the audit institution to determine the audit schedule of the annual financial report in the audit of the annual report in 2021, reviewed the company’s financial statements and formed written opinions; Supervise and urge the progress of audit work, maintain contact and communication with the annual audit accountant, and timely exchange opinions on the problems found in the audit process, so as to ensure the independence of audit and the completion of audit work on schedule. At the same time, summarize and evaluate the annual report audit work of the audit institution;
(8) The audit committee reviewed the company’s engagement of Dahua certified public accountants Co., Ltd. as the company’s audit institution in 2021 in advance.
Dahua certified public accountants Co., Ltd. has the qualification to engage in securities business, meets the qualification requirements of the company to provide audit services, and has many years of experience and ability to provide audit services for listed companies. It is agreed that the board of directors will hire it as the company’s financial audit institution and internal control audit institution in 2021 and submit it to the board of directors for deliberation;
(9) Review the financial situation of the regular report of each quarter in 2021 and submit relevant proposals to the board of directors of the company for deliberation.
2. Salary and assessment committee: (Zeng Zhenglin, Hong Bo)
During the reporting period, we supervised and assessed the performance of directors and executives, management performance and other related matters, and re improved the company’s performance appraisal system to make it more in line with the actual situation of the company’s current development and better serve the company. During the reporting period, the company reviewed the remuneration of directors and senior managers in 2021, supervised the implementation of the company’s remuneration system, discussed the adjustment of the company’s remuneration plan in combination with the completion of the company’s business objectives, and put forward reasonable suggestions.
Carry out the work in the following aspects:
(1) Review regular financial and accounting statements to understand the company’s financial and operating conditions;
(2) Listen to the management’s report on the company’s production and operation and the progress of major events in 2021; (3) Review the annual internal control evaluation report;
(4) Review the appointment and change of annual audit institution, internal audit work report and annual audit plan, and put forward relevant opinions or suggestions;
(5) Urge the annual audit accountant to issue the audit report on time, communicate with him the problems found in the audit process, and perform the supervision duties.
(6) Supervise the company’s internal audit system and its implementation.
3. Nomination Committee: (Hong Bo, Pan Yan)
During the reporting period, we carried out all work in strict accordance with the implementation rules of the nomination committee of the company.
(1) According to the company’s business activities, asset scale and ownership structure, study and put forward suggestions on the candidates, selection criteria and procedures of the company’s directors and senior managers.
(2) In 2021, according to the nomination committee of the board of directors and relevant regulations, we provided opinions and suggestions on the appointment and departure of the company’s middle-level managers during the reporting period and conducted a careful review, which promoted the stability of the company’s management team.
4. Strategy Committee: (Hong Bo)
During the reporting period, as a member of the company’s strategy committee, he attended the meeting of the strategy committee twice. It makes an in-depth analysis of the company’s operation status and development prospects, puts forward suggestions for the company’s development strategy, and puts forward suggestions and positive suggestions for the company’s future development plan and business objectives.
4、 On site inspection
In 2021, we made many on-site visits to the company to deeply understand the company’s production and operation management, business development, financial status and internal control, pay attention to the relevant reports of the company by the media and the Internet, timely learn about the progress of major matters of the company, regularly review the information reports provided by the company, and on the basis of fully mastering the actual situation, Propose solutions to the problems faced by the company in the face of industry and market changes, and provide decision-making reference for the company’s future development strategy. At the same time, it provides useful information on investment and market to the company by participating in the board of directors and general meeting of shareholders.
5、 Other work done in protecting the rights and interests of investors
1. Information disclosure of the company
Urge the company to perform the obligation of information disclosure truthfully, accurately, timely and completely in strict accordance with the latest laws and regulations, rules and guidelines such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and the relevant provisions of the articles of Association and the company’s information disclosure management system, so as to safeguard the equal right to know of investors, especially small and medium-sized investors.
2. Corporate governance
We continue to pay attention to the latest developments in China’s securities market, take advantage of the opportunities such as attending the board of directors and shareholders’ meeting to convey the latest requirements of the regulatory authorities on the standardized governance of listed companies and the management of investor relations to the company, urge the company to implement in accordance with the latest regulatory provisions, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the interests of the company and the majority of investors.
3. Self learning
We have carefully studied the relevant laws, regulations and other relevant documents of the regulatory authorities, further improved our understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, and effectively strengthened the protection ability of the company and investors.
6、 Other working conditions
1. In 2021, there was no proposal to hold a meeting of the board of directors;
2. In 2021, there was no proposed employment or dismissal of accounting firms;
3. In 2021, there was no independent engagement of external audit institutions and consulting institutions.
The above is our report on the performance of the duties of independent directors in 2021.
Fujian Snowman Co.Ltd(002639) independent directors Pan Yan, Hong Bo and Zeng Zhenglin April 27, 2022
