Zhejiang Busen Garments Co.Ltd(002569)
2021 annual report of independent directors
(he Xiaobei)
As an independent director of Zhejiang Busen Garments Co.Ltd(002569) (hereinafter referred to as “the company”), in accordance with the requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the working system of independent directors and other relevant laws, regulations and rules, and on the principle of safeguarding the interests of the company, shareholders and investors, Performed the duties of independent directors well, exercised the rights conferred by the company carefully, seriously and diligently, actively attended the meetings of the board of directors and the general meeting of shareholders, carefully considered various proposals, and expressed independent opinions on relevant major matters of the company. I hereby report on my performance of duties in 2021 as follows:
1、 Attendance at board meetings
In 2021, I attended the meetings of the board of directors and the general meeting of shareholders on time in accordance with the provisions and requirements of the articles of association, the rules of procedure of the board of directors and the working system of independent directors of the company. Carefully consult relevant materials before the meeting, communicate with relevant personnel, understand the production and operation of the company, and take the initiative to understand and obtain the information and materials required for making decisions. During the meeting, we listened to and considered every proposal carefully, actively participated in the discussion and put forward reasonable suggestions, exercised the voting right with a rigorous attitude, actively played the role of independent directors and played a positive role in making scientific decisions for the board of directors of the company.
During the reporting period, the company held 18 meetings of the board of directors. As an independent director of the sixth board of directors, I should attend 17 meetings. All proposals of the board of directors were considered, and all proposals were voted in favour without negative vote or abstention.
2、 Opinions of independent directors
During the reporting period, I scrupulously performed my duties and duties, and carefully understood and inspected the company’s business activities in 2021. On the premise of understanding relevant laws, regulations, normative documents and the company’s business conditions, relying on their own professional knowledge and ability, they made objective, fair and independent judgments, checked major matters of the company together with the other two independent directors, and expressed the following opinions:
1. At the first meeting of the sixth board of directors of the company on March 19, 2021, I issued the independent opinions of independent directors on matters related to the first meeting of the sixth board of directors; 2. At the second meeting of the sixth board of directors on March 26, 2021, I issued the prior approval opinions and independent opinions of independent directors on matters related to the second meeting of the sixth board of directors;
3. At the third meeting of the sixth board of directors of the company on April 7, 2021, I issued the prior approval opinions and independent opinions of independent directors on matters related to the third meeting of the sixth board of directors on matters related to the meeting;
4. At the fourth meeting of the sixth board of directors of the company on April 19, 2021, I issued the prior approval opinions and independent opinions of independent directors on matters related to the fourth meeting of the sixth board of directors;
5. At the fifth meeting of the sixth board of directors of the company on April 29, 2021, I issued the independent opinions of independent directors on matters related to the fifth meeting of the sixth board of directors; 6. At the sixth meeting of the sixth board of directors of the company on May 7, 2021, I issued the prior approval opinions and independent opinions of independent directors on matters related to the sixth meeting of the sixth board of directors;
7. At the seventh meeting of the sixth board of directors of the company on May 10, 2021, I issued the prior approval opinions and independent opinions of independent directors on matters related to the seventh meeting of the sixth board of directors on matters related to the meeting;
8. At the 8th meeting of the 6th board of directors of the company on June 2, 2021, I issued the prior approval opinions and independent opinions of independent directors on matters related to the 8th meeting of the 6th board of directors on matters related to the meeting;
9. At the ninth meeting of the sixth board of directors of the company on June 29, 2021, I issued the independent opinions of independent directors on matters related to the ninth meeting of the sixth board of directors; 10. At the 10th meeting of the 6th board of directors of the company on July 2, 2021, I issued the independent opinions of independent directors on matters related to the 10th meeting of the 6th board of directors; 11. At the 11th meeting of the 6th board of directors on July 20, 2021, I issued the prior approval opinions and independent opinions of independent directors on relevant matters of the 11th meeting of the 6th board of directors;
12. At the 12th meeting of the 6th board of directors of the company on August 18, 2021, I issued the prior approval opinions and independent opinions of independent directors on matters related to the 12th meeting of the 6th board of directors;
13. At the 13th meeting of the 6th board of directors of the company on August 27, 2021, I issued the independent opinions of independent directors on matters related to the 13th meeting of the 6th board of directors; 14. At the 16th meeting of the 6th board of directors of the company on November 17, 2021, I issued the independent opinions of independent directors on matters related to the 16th meeting of the 6th board of directors of the company;
3、 Investigation on the company’s site
During the reporting period, I made full use of the opportunities of on-site meetings and business trips to understand the company’s daily production and operation, internal management and control, and sales. Maintain communication and interaction with other directors, senior executives and relevant staff by telephone and e-mail, understand the production and operation status of the company, provide basis for the board of directors to make scientific decisions, pay attention to the relevant reports of the media and the Internet on the company, timely obtain the progress of major matters of the company and master the development trends of the company.
4、 Work done in protecting the rights and interests of investors
1. For each proposal considered by the board of directors, take the initiative to communicate with relevant personnel before the meeting to understand the production and operation status of the company and consult the information required for decision-making. At the meeting, carefully review the meeting materials, actively participate in the discussion of various proposals and put forward reasonable suggestions, and exercise the voting right independently, objectively and prudently on the basis of full understanding. 2. Deeply understand the company’s production and operation, financial management, related party transactions, internal control, the implementation of resolutions of the board of directors and the progress of investment projects, carefully consult relevant materials, often communicate with relevant personnel through on-site, telephone and e-mail, and pay attention to the company’s operation and governance.
3. Supervise and verify the performance of directors and senior executives, actively and effectively perform the duties of independent directors, 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 public shareholders.
4. Always pay attention to the reports of the external media and the Internet about the company, timely understand the daily operation status and possible operation risks of the company, obtain the information required for making decisions, and effectively perform the duties of independent directors.
5、 Work of the special committee of the board of directors
As the chairman of the nomination committee and the member of the strategy committee of the company, I actively perform my duties, participate in the meetings of the special committee, carefully consider various proposals put forward by the special committee, and earnestly perform the duties of a director. 6、 Training and learning
As an independent director of the company, I attach great importance to the continuous improvement of my knowledge system, seriously study the relevant documents issued by the CSRC and the Shenzhen Stock Exchange, actively participate in the relevant training organized by the CSRC and the company in various ways, deepen my understanding and understanding of relevant laws and regulations, constantly improve my ability to perform my duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation, Safeguard the rights and interests of public shareholders.
7、 Other working conditions
In 2021, no independent director proposed to hold a meeting of the board of directors; No independent director proposes to hire or dismiss an accounting firm; There are no external audit institutions and consulting institutions employed by independent directors. The company has given active support to me in performing the work of independent directors, and there is no situation that hinders my independence.
Independent director: he Xiaobei April 28, 2022
