5I5J Holding Group Co.Ltd(000560)
Report on the work of independent directors in 2021
As an independent director of 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company”), Xu Jianjun strictly complied with the requirements of relevant laws, regulations, normative documents and the articles of association in 2021, such as the company law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The working system of independent directors, the working system of annual report of independent directors and other relevant provisions, based on the principles of independence, objectivity and impartiality, fully exercise the functions and powers conferred by laws, regulations, normative documents and the articles of association, make use of their own professional knowledge, give full play to their professional expertise, and perform their duties cautiously, diligently, independently and fairly. I attended the general meeting of shareholders, the board of directors, the special committee of the board of directors and other meetings on time, carefully considered various proposals of the board of directors, actively and timely understood the operation and operation of the company, independently, objectively and prudently expressed independent opinions on relevant matters occurred during the year, gave full play to the role of independent directors, and effectively safeguarded the interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Performance of duties
1. Attendance at meetings during the reporting period
In 2021, the company held 4 general meetings of shareholders, 10 meetings of the board of directors, 1 meeting of the strategy and Investment Committee of the board of directors, 4 meetings of the audit committee of the board of directors, 1 meeting of the nomination committee of the board of directors and 2 meetings of the remuneration and assessment committee of the board of directors. I seriously participated in the above general meetings of shareholders, meetings of the board of directors and special committees through on-site meetings or communication meetings, Actively performed the duties of independent directors, carefully reviewed meeting documents and relevant materials, actively participated in the discussion of various topics, fully expressed independent opinions, and actively participated in various decisions of the board of directors. I have no objection to the proposals and other matters considered at the previous meetings of the board of directors during the reporting period. The attendance of the board of shareholders and special committees is as follows:
Meetings of special committees of the board of directors and general meetings of shareholders
Independent director
The name of the party shall be present at the scene, in which the absence entrusted by the communicating party shall be present, the actual attendance shall be present, the actual attendance times, the number of seats, the number of seats
Xu Jianjun 10 4 6 0 8 4
2. Independent opinions expressed during the reporting period
In 2021, in accordance with the requirements of relevant laws, regulations and the company’s internal rules, I earnestly and diligently performed my duties, paid close attention to the company’s standardized operation, operation and management, financial status, profit distribution, guarantee to subsidiaries, related party transactions, employee stock ownership plans, non-public development banks and other major matters, strengthened communication with the company’s management and relevant departments, actively obtained the information and materials required for decision-making, and fully communicated before the meeting Carefully review, exercise voting rights independently and prudently in the meeting, make independent and objective judgments with professional knowledge, put forward constructive opinions and suggestions for the company’s business development and standardized operation, and ensure the quality and level of decision-making of the board of directors. The specific conditions of giving prior approval opinions and independent opinions are as follows:
(1) At the sixth meeting of the 10th board of directors held on January 21, 2021, the independent opinions on the internal adjustment of the guarantee limit of the company’s subsidiaries in 2020 were expressed.
(2) Issued prior approval opinions on matters related to the company’s non-public offering of A-Shares to be submitted to the eighth meeting of the 10th board of directors for deliberation; At the board meeting held on March 22, 2021, the independent opinions on matters related to the company’s non-public offering of A-Shares were expressed.
(3) The company has issued prior approval opinions on the expected daily related party transactions of its subsidiaries in 2021, which are to be submitted to the ninth meeting of the 10th board of directors and the board of directors in 2020 for deliberation. At the board meeting held on April 26, 2021, special explanations and independent opinions were issued after checking the company’s funds occupied by controlling shareholders and other related parties and the company’s accumulated and current external guarantees; For the company’s profit distribution plan in 2020, the company’s self-evaluation report on internal control in 2020, the provision for credit impairment and asset impairment in 2020, the remuneration of directors, supervisors and senior managers in 2020, the guarantee limit for the new debt financing of subsidiaries in 2021, and the investment of securities and financial products with part of its own funds, Special explanation on the difference between the actual amount of daily related party transactions of the holding subsidiary in 2020 and the expected amount, and independent opinions and special explanations on the prediction of daily related party transactions of the subsidiary in 2021, changes in accounting policies and the purchase of liability insurance for directors, supervisors and senior managers.
(4) In response to the issue that the wholly-owned subsidiary signed the equity transfer agreement with related parties on the acquisition of 100% equity of Huaxia Western Economic Development Co., Ltd. to be submitted to the 10th meeting of the 10th board of directors for deliberation. At the board meeting held on May 14, 2021, the independent opinions on adjusting the purpose of share repurchases, matters related to the implementation of the second phase of the company’s employee stock ownership plan, and matters concerning the wholly-owned subsidiary’s acquisition of 100% equity of Huaxia Western Economic Development Co., Ltd. and the signing of equity transfer agreement with related parties were issued.
(5) At the 11th meeting of the 10th board of directors held on June 23, 2021, the independent opinions on the revision of the company’s phase II employee stock ownership plan (Draft) and management measures (Draft) were expressed.
(6) At the 12th meeting of the 10th board of directors held on August 9, 2021, the special report on the use of the previously raised funds as of December 31, 2020 was carefully reviewed and agreed independent opinions were issued.
(7) At the 13th meeting of the 10th board of directors held on August 25, 2021, after checking the company’s funds occupied by controlling shareholders and other related parties and the company’s accumulated and current external guarantees, the special statement was issued, and the independent opinions agreed on the addition of Ms. LV Hong as a non independent director of the 10th board of directors and the appointment of senior managers of the company were expressed.
(8) In view of the matters to be submitted to the 14th meeting of the 10th board of directors for deliberation on the renewal of the appointment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the audit institution of the company’s 2021 annual financial report and internal control, the company issued a prior approval opinion, and made a comment on the provision for credit impairment and asset impairment at the meeting held on October 27, 2021 The independent opinions on the renewal of the employment of Zhongshen Zhonghuan Certified Public Accountants (special general partnership) for the company’s 2021 financial report and internal control audit institution have been agreed.
(9) At the 15th meeting of the 10th board of directors held on November 29, 2021, the independent opinions on the internal adjustment of the guarantee limit of the subsidiary in 2021 were expressed.
3. Performance of special committees of the board of directors during the reporting period
I have served in the strategy and Investment Committee, audit committee, nomination committee and remuneration and assessment committee of the board of directors of the company, and served as the convener of the nomination committee. In 2021, I earnestly performed my duties in strict accordance with relevant regulatory regulations and the articles of association, the rules of procedure of the special committee of the board of directors, the working procedures of the annual report of the audit committee of the board of directors and other relevant provisions.
As the convener of the nomination committee of the board of directors of the company, I organized and convened a meeting of the nomination committee to seriously consider the appointment of additional directors and senior executives, carefully review the education background, work experience, part-time work, relationship with the nominee and job qualification of the nominees in accordance with the requirements of relevant regulations and normative documents, and form written opinions for submission to the board of directors of the company for deliberation.
As a member of the strategy and Investment Committee, I attended the meeting of the strategy and Investment Committee once, reviewed the work report of the board of directors in 2020, the business plan in 2021 and the investment of securities and financial products with part of my own funds, and agreed to submit it to the board of directors for review.
As a member of the audit committee, I attended four meetings of the audit committee and conducted special discussions and deliberations on the financial report of the company in 2020, the first quarter of 2021, the half year of 2021 and the third quarter of 2021, the fair value consultation results and impact of investment real estate, the self-evaluation report of internal control, the renewal of the annual report audit institution and the internal control audit institution.
As a member of the remuneration and assessment committee, I attended two meetings of the remuneration and assessment committee, checked the implementation of allowances or remuneration of directors, supervisors and senior managers in 2020, and conducted special discussions and deliberations on matters related to the purchase of liability insurance for directors, supervisors and senior managers and the company’s phase II employee stock ownership plan.
4. Promotion of corporate governance and protection of investors’ rights and interests in accordance with laws and regulations
In 2021, in order to give full play to the core role of independent directors in corporate governance and perform the supervision and verification functions of independent directors on the compliance and effectiveness of the company’s internal control and information disclosure, I actively maintained full communication with the company’s management, the Secretary of the board of directors, the audit compliance department, the financial management center and other relevant departments, and took the initiative to understand the company’s daily operation and possible business risks, Pay close attention to matters that may affect the company’s internal control and corporate governance structure; Urge the company to establish and improve the internal control system in accordance with the latest laws and regulations, strictly implement the internal control process and control the investment risk; Supervise and urge the company to do information disclosure work in strict accordance with relevant regulatory provisions and efficiently, further improve the quality of information disclosure, enhance investors’ in-depth understanding of the company, and effectively protect the majority of investors’ right to know; In accordance with the requirements of securities regulation, carefully check the company’s operation and management, internal control, external guarantee, related party transactions and other major matters, put forward opinions and suggestions in combination with its own professional knowledge and experience, express independent opinions independently, objectively and prudently, focus on the impact of relevant bills on the interests of all shareholders, especially small and medium-sized shareholders, and effectively safeguard the legitimate rights and interests of investors. Through the above work, it has played its due role in promoting the company to continuously improve the corporate governance structure, continuously improve the level of corporate governance and standardized operation, and effectively safeguard the interests of the company and all shareholders, especially small and medium-sized shareholders.
The management of the company attaches great importance to the communication with independent directors, actively reports the progress of major matters of the company, fully ensures the independent directors’ right to know, actively cooperates with the performance of their duties, and provides necessary conditions and comprehensive support for the independent directors to perform their duties.
2、 On site investigation and improvement of performance ability
In 2021, I attended all the meetings of the board of directors and shareholders held by the company. During the on-site meetings such as the board of directors, the special committee of the board of directors and the general meeting of shareholders, I had in-depth communication with other directors and senior managers of the company, listened to the relevant reports of the management on the company’s operation and standardized operation, and had an in-depth understanding of the improvement and implementation of the company’s operation, management and internal control systems, Understand the company’s financial management, related party transactions, business development and the progress of investment projects, and understand the company’s operation and corporate governance. In addition, keep smooth communication with other directors, senior managers and relevant staff of the company through telephone, e-mail and network communication, actively understand the implementation of the resolutions of the board of directors and the general meeting of shareholders, pay attention to the impact of external environment and market changes on the company, pay attention to the reports of public media and network related companies, timely learn the progress of major matters of the company and master the operation dynamics of the company.
In 2021, I adhered to the learning attitude of continuous improvement and self-improvement, continued to understand the dynamics of the capital market, became familiar with the changing trend of the company’s industry, updated my professional knowledge, learned the latest laws and regulations, actively participated in the relevant training organized by the regulatory authorities and the company, deepened my understanding of relevant laws and regulations, continuously improved my ability to perform my duties, and effectively strengthened my understanding of the company and investors, Especially the ability to protect the legitimate rights and interests of minority shareholders. 3、 Other work during the reporting period
1. There is no proposal to convene the board of directors;
2. There is no proposal to replace or dismiss the accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
In the process of performing the duties of independent directors in 2021, no other matters requiring independent directors to exercise special functions and powers in accordance with relevant laws and regulations were found.
In 2022, I will further study relevant laws and regulations and relevant provisions on the governance of listed companies, further improve my professional ability and strengthen my ability to protect the interests of the company and small and medium-sized investors. Continue to perform the duties of independent directors carefully, seriously, diligently and objectively in strict accordance with the provisions and requirements of relevant laws and regulations, actively participate in the work of the board of directors and special committees of the company, give full play to the professional advantages and independent judgment of independent directors, strengthen communication, exchange and cooperation with the board of directors, board of supervisors and management of the company, supervise and promote the further improvement of corporate governance, Give full play to the due role of independent directors, use their professional knowledge and experience to provide constructive opinions and suggestions for the development of the company, provide reference opinions for the decision-making of the board of directors, work together to promote the improvement and optimization of the corporate governance structure, promote the sustainable, stable and healthy high-quality development of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
It is hereby reported.
5I5J Holding Group Co.Ltd(000560) independent director: Xu Jianjun
April 27, 2022
5I5J Holding Group Co.Ltd(000560)
Report on the work of independent directors in 2021
As an independent director of 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as “the company”), I, Chen Suqin, worked in strict accordance with the company law, the securities law and
