Shenzhen Changfang Group Co.Ltd(300301)
Work report of independent directors
(Fang Zhigang)
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
Fang Zhigang 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
Fang Zhigang no
As an independent director of the 4th board of directors of the company, with a diligent and responsible attitude, I actively participated in 12 board meetings and 4 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 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 audit committee of the company, I actively convened and presided over the daily work of the audit committee in strict accordance with the relevant requirements of the working rules of the audit committee, organized and held seven audit committee meetings, earnestly performed the review and supervision of annual, semi annual and quarterly financial information and accounting statements, and reviewed the internal audit, internal control and other matters of the company, Earnestly perform 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 work progress, carefully review relevant materials, and communicate with the audit accountant before the on-site audit work is carried out, the on-site audit work is completed and the audit report is issued, Fully communicate the audit plan arrangement and key concerns prepared by the accountant, the implementation of key matters in the audit process, the main problems found by the accountant and the audit report to be issued, be diligent and responsible, give full play to the supervision role of independent directors, and maintain the independence of the audit.
On December 29, 2021, the audit committee held a pre audit communication meeting with the accountant. In the “communication report on the 2021 annual audit plan and the audit committee”, the accountant pointed out the following main problems: (1) shareholder contradictions and the effectiveness of control over the subsidiary kangmingsheng (hereinafter referred to as the “subsidiary”); (2) Provision for impairment of goodwill; (3) The performance of subsidiaries fails to meet the standards after the performance commitment period; (4) Disposal and income of investment real estate.
Therefore, the members of the audit committee proposed to the company’s management and accountants at the communication meeting: (1) the management should arrange appraisers to cooperate with the accountants in the test and review of the impairment of goodwill and related assets as soon as possible; (2) Request the accountant to sort out and check the internal supply chain, customers and inventory of the subsidiary; (3) Request the management to fully cooperate with the accountant in the audit work, provide true, accurate and complete information, prepare financial statements as required, and perform the enterprise’s own accounting responsibilities, including maintaining the effectiveness of internal control; (4) The management is requested to report the situation of this communication meeting to the actual controller of the company and relevant personnel of the board of directors, and point out that shareholders should safeguard the interests of the company and should not put the individual interests of shareholders above the overall interests of the company. Disputes between shareholders should be resolved as soon as possible, so as not to affect the listed company. If the company has problems in the control of subsidiaries, it will affect the audit opinion.
Meanwhile, on December 30, 2021, the audit committee sent a “letter to Shenzhen Changfang Group Co.Ltd(300301) management on cooperation with annual audit” to Shenzhen Changfang Group Co.Ltd(300301) management. The Audit Committee requested the management to attach great importance to the above matters and requirements put forward by accountants, take relevant measures as soon as possible, and perform the management responsibilities of the subsidiary kangmingsheng in strict accordance with the control requirements of the listed company, Effectively manage and control them according to the requirements of management and internal control, 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 should make an appointment to fully communicate with the accountant on the audit progress determined in the audit plan, relevant internal control issues, especially the impact of the control of subsidiaries on the audit opinions on the effectiveness of internal control, the performance changes of subsidiaries after the performance commitment period and the possible early performance recognition, goodwill and asset impairment. The members of the audit committee proposed to the key personnel of the management attending the meeting that the management of the company should first solve the problems raised by accountants in the audit process, take relevant measures to perform the management responsibilities of subsidiaries, fully cooperate with the audit work of accountants, and provide relevant materials in a timely and complete manner. At the same time, the management is requested to inform the directors of the company of the current situation and the seriousness of the problem.
On April 22, 2022, the audit committee communicated with the accountant on the implementation of important audit procedures, the effectiveness of control over subsidiaries and the insufficient basis for major accounting treatment of subsidiaries, which is difficult to verify in a short time. The accountant proposed to issue a verification report with a negative opinion on the effectiveness of internal control in 3 Guangdong Dongpeng Holdings Co.Ltd(003012) 021 due to the test results indicating that the company’s control over subsidiaries is ineffective; Due to the failure to complete the important audit procedures within the agreed time, the failure to fully verify the important verification items and obtain sufficient audit evidence, it is proposed to issue an audit report that cannot express an opinion on the financial statements of 2021. To this end, the Audit Committee issued a “letter to Shenzhen Changfang Group Co.Ltd(300301) management on cooperation in annual audit and related matters” to the management of the company, and again Requested Shenzhen Changfang Group Co.Ltd(300301) management to attach great importance to the above matters and requirements put forward by accountants, take specific control measures as soon as possible in accordance with the company law, the articles of association and the company’s management system, and perform the management responsibilities of the subsidiary kangmingsheng in accordance with the control requirements of the listed company for the subsidiary, Effectively manage and control them according to the requirements of management and internal control, urge them to fully cooperate with the audit work of UOB auditors, and complete the following main work in a timely and complete manner according to the requirements of UOB Auditors: (1) limit the time limit, cooperate with UOB accounting firm to complete letters and interviews, and fully evaluate that if the relevant work is not completed on schedule, it will have a significant adverse impact on the listed company; (2) Supervise and inspect the matters found in the self inspection and self correction of subsidiaries that have not included the rebate in the income statement of each period in the early stage, and require them to provide relevant contracts, memoranda and other basis and self inspection report to the listed company and accountants. Under the condition of verification, restate and adjust the rebate not recorded in the account in the early stage to correct the relevant financial reports of each period, In the year involving the implementation of the new income standard, the operating income needs to be adjusted according to the regulations (treated as variable consideration); (3) The management is requested to report the above communication with accountants to Shenzhen Securities Regulatory Bureau, Shenzhen Stock Exchange and the board of directors of the company. At the same time, it is proposed that if the above matters are not completed as expected, a plan needs to be formulated to deal with the major adverse situation to the listed company and follow-up measures.
2. In 2021, as a member of the remuneration and appraisal committee of the company, I actively participated in a meeting of the remuneration and appraisal committee in strict accordance with the relevant requirements of the working rules of the remuneration and appraisal committee to assess the directors and senior managers of the company. According to the work scope, importance and other factors of each director and senior management of the company, put forward suggestions on the assessment and evaluation standards, and promote the company to further improve the scientificity of salary assessment on the basis of standardized operation.
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, and 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, etc. After being informed of the progress of the company’s production, management and other major matters affected by the epidemic, keep in close contact with the chairman, the Secretary and other key personnel of the company through telephone, and keep in touch with the company’s production, management and other major matters affected by the epidemic.
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 system 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. twenty
