5I5J Holding Group Co.Ltd(000560)
Work report of the board of directors in 2021
In 2021, the board of directors of 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as "the company") strictly followed the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China (hereinafter referred to as "the Securities Law"), the stock listing rules of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the 5I5J Holding Group Co.Ltd(000560) articles of Association (hereinafter referred to as "the articles of association") In accordance with the provisions of the rules of procedure of the board of directors and other systems, in the attitude of being responsible to all shareholders, scrupulously perform their duties, be diligent and conscientious, earnestly perform various responsibilities entrusted by relevant laws, regulations and normative documents, strictly implement various resolutions of the general meeting of shareholders, actively and effectively carry out various work of the board of directors, standardize operation, make scientific decisions, continuously strengthen internal control and improve corporate governance, Actively promote the sound development of the company's businesses, promote the implementation of strategies and the achievement of business objectives, ensure the high-quality and sustainable development of the company, and safeguard the interests of the company and all shareholders. During the reporting period, the relevant work of the board of directors of the company was recognized by relevant regulatory authorities and all sectors of society. The company was selected as "excellent practice case of 2020 annual report performance explanation meeting of listed companies" by China Association of listed companies and "excellent practice case of directors' office of listed companies" by China Association of listed companies for its emphasis on investor relations. The specific work of the board of directors in 2021 is as follows:
1、 Operation of the board of directors in 2021
(I) performance of duties of the board of directors and special committees during the reporting period
The 10th board of directors of the company consists of 9 directors, including 6 non independent directors and 3 independent directors. The independent directors are professionals with financial, legal, management and other professional knowledge. The board of directors of the company operates in strict accordance with the company law, the articles of association, the rules of procedure of the board of directors and other provisions, gives full play to its core role in corporate governance, adheres to the principle of being responsible to all shareholders, exercises its functions and powers in accordance with the law, further strengthens internal control and management, optimizes organizational structure, makes scientific decisions on major matters, effectively implements the resolutions of the general meeting of shareholders, and effectively improves the ability of the company to overall management and risk prevention, Continuously improve the level and ability of corporate governance, ensure the standardized operation of the company and safeguard the legitimate rights and interests of all shareholders. All directors of the company attend the board of directors and the general meeting of shareholders with a serious and responsible attitude, actively participate in relevant training, be familiar with relevant laws and regulations, and perform their duties in good faith, diligently and conscientiously. The company has provided sufficient guarantee for the special committee and independent directors to perform their duties. The special committee has effectively supervised the preparation process of the company's periodic report, the nomination of directors and senior managers, and the implementation process of salary assessment, which has improved the operation efficiency of the board of directors; Independent directors can play an independent role in the company's decision-making
Function, enjoy sufficient right to know about major matters of the company, and be able to perform duties independently and objectively.
1. Convening of 2021 annual board meeting
In 2021, the board of directors held 10 meetings, all of which were held in strict accordance with the articles of association and the board of directors
All directors shall be notified in advance according to the rules of procedure of the board of directors, and sufficient meeting materials shall be provided.
All directors attended the meeting of the board of directors. In case of no entrusted attendance or absence, the board of directors deliberated according to procedures
Regular reports, temporary announcements and relevant proposals. In the process of deliberation, the directors proceed from the actual situation of the company,
Combined with their own professional expertise and management experience, actively offer advice and suggestions on the company's development strategy, financial management
It provides scientific and professional advice and reference in terms of business plan and risk control. The meeting minutes are true, accurate and
Complete and fully reflect the opinions of the participating directors on the matters under consideration. Details of the board meeting
The following table:
Opening date of the sequential session and deliberation of the proposals of the attendees
Number and convening method
The 10th board of directors to be present in January 2021 9
1. On the 21st, the board of directors (the correspondent actually deliberated and passed the proposal on the adjustment of the internal sixth vote on the guarantee limit of the company's subsidiaries in 2020) by means of communication and voting.
9 directors attended the meeting
The 10th board of directors to be present in March 2021 9
2. The proposal on providing entrusted loans to wholly-owned subsidiaries was deliberated and approved by the board of directors on the 4th (the correspondent, actually passed).
(seventh vote) voting method
9 directors attended the meeting
Deliberated and passed the proposal on the non-public development of A-Shares involving related party transactions, the proposal on the company's compliance with the conditions for non-public development of a shares, and the proposal on the company's non-public development of A-Shares Proposal on the proposal that the number of directors who should attend the meeting should be 9 5I5J Holding Group Co.Ltd(000560) non-public Development Bank A shares in March 2021, and the actual number of participants; proposal on the feasibility analysis report for the company to raise funds from non-public Development Bank A shares on the 22nd of the 10th session (9 on-site directors, and their use) Proposal on the signing of 3 board meetings and on-site attendance at the conditional effective non-public development bank stock subscription agreement between the company and specific objects, proposal on the diluted immediate return and filling measures of non-public issuance of A-Shares by directors 8 at the eighth meeting and communication meeting, and the commitment of relevant main meeting voting participants in the communication form Proposal on attending the special report on the use of the previously raised funds, proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the non-public development of one person's shares, proposal on the company's establishment of a special account for raised funds, proposal on Amending the measures for the management of raised funds of the company There are 13 proposals in the proposal on formulating the working system of the Secretary of the board of directors and the proposal on convening the first extraordinary general meeting of shareholders in 2021.
The 10th session deliberated and approved the company's 2020 annual report and summary, the company's 2020 board of directors' work report in April 2021, the company's 2020 annual management work report, and the company's ninth annual financial statement report for 2020 on the 26th (on-site) of the company The plan on the company's 2020 profit divided into 4 meetings and conference and telephone calls, and the actual allocation to the meeting, the statement on the realization of the performance commitment of 9 directors concluded at the 2020 business 2020 meeting on the purchase of major assets in 2019, and the report on the self-evaluation of the company's internal control in 2020 (director cooperation) Proposal on the fair value consultation results and impact of investment real estate in 2020, proposal on the provision for credit impairment and asset impairment in 2020, and proposal on the confirmation of directors, supervisors and senior managers in 2020
Proposal on remuneration of managers, proposal on new debt financing amount in 2021, proposal on providing guarantee amount for new debt financing of subsidiaries in 2021, proposal on using part of its own funds to invest in Securities and financial products Proposal on the prediction of daily connected transactions of subsidiaries in 2021, proposal on the change of accounting policies, report of the company for the first quarter of 2021, proposal on purchasing liability insurance for directors, supervisors and senior managers, proposal on convening the company's 2020 annual general meeting of shareholders 18 proposals and listen to the report on the work of independent directors in 2020.
The proposal on adjusting the purpose of repurchasing shares and the proposal on the second phase of employee stock ownership plan (Draft) the 14th day of the 10th Session of the Holding Group Co., Ltd. (9 on-site directors and their summary) should be deliberated and adopted at the 9th meeting of the board of directors Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle 5 board meetings and on-site attendance at the second phase of the company's employee stock ownership plan by telephone; proposal on "I love the directors of the tenth meeting and communication meeting management measures for the second phase of the employee stock ownership plan of 8 Holding Group Co., Ltd. meeting voting partners, with communication form (Draft)" Five proposals on one director's proposal for a wholly-owned subsidiary to attend the 100% equity of Development Co., Ltd. and sign an equity transfer agreement with related parties by means of a resolution on the acquisition of Huaxia West Economic Cooperation).
In June 2021, the 10th Session of the board of directors should attend the meeting of the second phase of ESOP Management Office of aijiajia Holding Group Co., Ltd. to review and approve the proposal on Amending the 23rd (correspondent, actually in the form of general ESOP (Draft) and summary) of 5I5J Holding Group Co.Ltd(000560) second 6 board of directors and the proposal on Amending My 11th vote) (Draft)There are two motions in the motion.
On August 9, 2021, the 10th Session of the board of directors should attend the deliberation and approval of the proposal on the special report on the use of the previously raised funds. 7 on the 9th of the board of directors (the correspondent, in fact, through the 12th voting on the non-public issuance of A-share shares 5I5J Holding Group Co.Ltd(000560) holding group shares), the voting method is limited to the proposal on the company's self inspection report on real estate business and relevant commitments) At the 2nd meeting, 9 directors attended the meeting and made proposals.
Due to director 8
In August 2021, The actual participants deliberated and adopted the company's 2021 semi annual report and summary, the proposal on Amending the registration and management system of the 25th session of the 10th (8 on-site directors and insiders), and the proposal on Amending the management system of on-site attendance at legal 8 board meetings and telephone calls The proposal on adding Ms. LV Hong as a non independent director of the board of directors of the 13th meeting of the 10th and communication meeting of the company and the proposal on the appointment of the vice president of the company were voted at the meeting and attended the proposal in the form of 6 joint resolutions of the communication table proposal on convening the second extraordinary general meeting of the company in 2021.
1 Director
The 10th Session of the board of directors should attend the deliberation and approval of the report of the company for the third quarter of 2021, the proposal on the provision of credit minus 10 members of the board of directors in 2021, and the actual provision for pass value and asset impairment, and the proposal on the renewal of the 14th session of China audit public environmental accounting on September 27 (Communication voting method) certified public accountants office (special general partnership) Vote for the company's 2021 annual financial report and internal meeting information, and vote on the proposal to attend the audit organization controlled by the nine Directors' department, and the proposal to convene the third extraordinary general meeting of shareholders in 2021.
The first
