Shenzhen Changfang Group Co.Ltd(300301)
Work report of independent directors
(Ruan Jun)
Shareholders and shareholder representatives:
As an independent director of Shenzhen Changfang Group Co.Ltd(300301) (hereinafter referred to as “the company” or “the company”), I have strictly followed the company law, the securities law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association According to the working rules for independent directors and other regulations, they should exercise their powers carefully and perform their duties according to law, so as to be free from the influence and influence of the company’s major shareholders, actual controllers or other units or individuals with interests with the company, give full play to the role of independent directors, supervise the standardized operation of the company and safeguard the overall interests of shareholders. I hereby report my basic performance of duties in 2021 as follows:
1、 Attendance
In 2021, the company held 12 board meetings. My attendance is as follows:
Whether the directors who should attend the meeting personally entrust the number of absences without the name of the director for two consecutive times
Number of meetings number of seats self attendance
Ruan Jun 12 0 0 no
In 2021, the company held four general meetings of shareholders. My attendance is as follows:
Whether the shareholders who should attend the meeting personally entrust the number of absences without the name of the director for two consecutive times
Number of general meetings number of seats number of seats self attendance
Ruan Jun 4 3 0 1 no
In 2021, due to personal reasons, I missed one shareholders’ meeting. With a diligent attitude, I actively participated in 12 board meetings and 3 shareholders’ meetings, carefully reviewed the meeting materials, actively participated in the discussion of various proposals and put forward reasonable suggestions, which played a positive role in making scientific decisions for the board of directors of the company. In 2021, there was no objection to the proposals considered at the board meeting. The independent director believes that the convening of the board of directors of the company complies with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. 2、 Opinions of independent directors
During the reporting period, as an independent director of the company, I expressed my opinions on the following matters:
1. At the sixth meeting of the Fourth Board of directors held on January 10, 2021, he expressed independent opinions on the company’s bill pool business.
2. At the seventh meeting of the Fourth Board of directors held on February 7, 2021, the company issued prior approval opinions and independent opinions on the guarantee provided by subsidiaries for the company’s application for loans from banks and related party transactions.
3. At the 8th meeting of the 4th board of directors held on March 21, 2021, China Citic Bank Corporation Limited(601998) expressed its prior approval opinions and independent opinions on the continued temporary extension of the loans applied by the company and related party transactions.
4. At the 9th meeting of the 4th board of directors held on April 26, 2021, independent opinions were expressed on the special description of the capital occupation and external guarantee of the company’s controlling shareholders and other related parties in 2020, on the related party transactions of the company in 2020, on the annual profit distribution plan proposed by the board of directors, and on the self-evaluation report on internal control in 2020, Issued independent opinions on the special report on the storage and use of raised funds in 2020, on the remuneration of directors and senior managers of the company in 2020, on the provision for asset impairment and write off of bad debts in 2020, and on the re demonstration and termination of some raised investment projects, Issued prior approval opinions and independent opinions on the renewal of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2021.
5. At the 10th meeting of the 4th board of directors held on May 21, 2021, the prior approval opinions and independent opinions were expressed on the sale of assets and related party transactions and matters related to the proposed signing of the loan agreement and related party transactions.
6. At the 12th meeting of the 4th board of directors held on August 2, 2021, independent opinions were expressed on the by election of non independent directors of the company.
7. At the 13th meeting of the 4th board of directors held on August 20, 2021, independent opinions were expressed on the company’s termination of raised investment projects and permanent replenishment of working capital with the remaining raised funds, and on the continued extension of the return of idle raised funds.
8. At the 14th meeting of the Fourth Board of directors held on August 26, 2021, independent opinions were expressed on the special description of the capital occupation and external guarantee of the controlling shareholders and other related parties in the half year of 2021, on the related party transactions of the company in the half year of 2021, and on the special report on the deposit and use of raised funds in the half year of 2021.
9. At the 15th meeting of the 4th board of directors held on September 17, 2021, the company issued prior approval opinions and independent opinions on the guarantee provided by the subsidiary for the company’s mortgage loan application to the bank and related party transactions.
10. At the 16th meeting of the 4th board of directors held on October 18, 2021, the company issued prior approval opinions and independent opinions on the company’s application for credit line and related party transactions from the bank with asset mortgage.
The specific contents of the above independent opinions are detailed in the gem information disclosure website designated by the CSRC（ http://www.cn.info.com.cn. ）。
3、 Work of special committees of the board of directors
1. In 2021, as the convener of the nomination committee, I organized a nomination committee in strict accordance with the relevant requirements of the working rules of the nomination committee, reviewed and supervised the qualifications and performance ability of non independent director candidates, and standardized the selection and employment of directors.
2. In 2021, as a member of the company’s audit committee, I actively participated in seven audit committee meetings in strict accordance with the relevant requirements of the working rules of the audit committee, reviewed and supervised the company’s annual, semi annual and quarterly financial information and accounting statements, reviewed the company’s internal audit, internal control and other matters, and earnestly fulfilled the responsibilities and obligations of independent directors, Carefully listen to the management’s report on the company’s annual production and operation and the progress of major events, understand and master the audit work arrangement and audit progress, carefully review relevant materials, communicate with audit accountants, effectively communicate on key matters concerned in the audit process, be diligent and responsible, give full play to the supervision role of independent directors and maintain the independence of audit.
On December 29, 2021, the audit committee and the accountant held the company’s 2021 annual audit plan meeting. In view of the main problems prompted by the accountant, on December 30, 2021, the Audit Committee issued a “letter to Shenzhen Changfang Group Co.Ltd(300301) management on cooperation with the annual audit”, requesting the management to attach great importance to the above matters and requirements put forward by the accountant, take relevant measures as soon as possible and strictly comply with the control requirements of the listed company on its subsidiaries, Perform the management responsibilities of subsidiaries, urge them to fully cooperate with the audit work of accountants, and provide relevant materials in a timely and complete manner according to their requirements.
On January 27, 2022, the audit committee shall make an appointment to fully communicate with the accountant on promoting the audit progress determined in the audit plan, the control of subsidiaries and its impact on the audit opinions on the effectiveness of internal control. The audit committee put forward specific requirements and suggestions to the key personnel of the management attending the meeting.
According to the requirements of the audit committee of the listed company and the management of the listed company, the accountant again communicated with the management on the management and control matters of the listed company as soon as possible according to the requirements of the audit committee, Perform the management responsibilities of the subsidiary Kang Mingsheng, effectively control it according to the requirements of management and internal control, and urge it to fully cooperate with the audit work of Dahua accountants. If the above matters are not completed as expected, it is necessary to formulate a plan to deal with the major adverse situation to the company and follow-up measures.
3. In 2021, as a member of the strategic decision-making committee, I participated in a meeting of the strategic decision-making committee in strict accordance with the relevant requirements of the working rules of the strategic decision-making committee, put forward suggestions on the development strategy and product development plan of the company in 2021, give full play to the knowledge level in the professional field, and improve the rationality and scientificity of the company’s strategic decision-making.
4、 On site investigation of the company
In 2021, I went to the company for on-site investigation, listened to the report of the company’s management on the company’s operation and standardized operation, focused on the company’s production and operation status and industry development trend, the construction of the company’s internal management and internal control system, the implementation of the resolutions of the board of directors, and maintained close contact with other directors, senior executives and relevant staff of the company by telephone and other means, Timely learn the progress of major events of the company, and master the production, operation and management dynamics of the company.
5、 Other work done in protecting the rights and interests of investors
(I) continue to pay attention to the company’s information disclosure, and urge the company to complete the information disclosure truly, accurately and completely in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system.
(II) conscientiously perform the duties of independent directors, understand the improvement and implementation of the company’s production and operation, management and internal control systems, financial management and other related matters, consult relevant materials, communicate with relevant personnel, and pay attention to the company’s governance. The proposals of the previous board of directors shall be read in detail, carefully reviewed, and the voting rights shall be exercised independently, objectively and prudently.
(III) exercise the duties of independent directors in strict accordance with the requirements of the articles of association and the working rules of independent directors; Carefully study relevant laws and regulations and other relevant documents, deepen the understanding and understanding of relevant laws and regulations, constantly improve their ability to perform their duties, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, promote the company’s further standardized operation and protect the rights and interests of shareholders.
6、 Other work
1. There is no proposal to convene the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions;
3. No independent director proposed to hire or dismiss an accounting firm.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of the company’s deliberations and make suggestions for the healthy development of the company. In 2022, I will continue to perform my duties diligently and use my professional knowledge and experience to provide reference for the scientific decision-making of the board of directors, so as to ensure that the overall interests of the company and the legitimate rights and interests of minority shareholders are not damaged.
In view of the results of Dahua accounting firm’s negative opinion report on the effectiveness of internal control in 3 Guangdong Dongpeng Holdings Co.Ltd(003012) 021 and the audit report that cannot express opinions on the financial statements in 2021, I request the board of directors and management of the company to fully perform the effective control of subsidiaries in accordance with the company law, the articles of association and the listing governance and management rules, And regularly evaluate the effectiveness of internal control and make continuous improvement.
The above is the report on my performance of duties in 2021. The report is completed.
Ruan Jun
specific date
