Founder Technology Group Co.Ltd(600601)
2021 annual report of independent directors
In accordance with the provisions and requirements of the company law, the securities law, the guidelines for the governance of listed companies, the rules for the independent directors of listed companies and other laws and regulations, the independent directors of the company earnestly perform their obligations of integrity and diligence to the listed company and all shareholders, strive to give full play to the professional role of independent directors, actively promote the continuous improvement of the corporate governance structure, and effectively protect the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders, The report on the work of 2021 is as follows:
1、 Basic information of independent directors
1. Personal work experience, professional background and part-time work
Ms. Wang Xueli, associate professor, doctor of management, CPC member, currently teaches in the Department of leadership and organization management, School of economics and management, Tsinghua University, engaged in teaching and scientific research of human resources and organization management.
Mr. Liu Jian is currently the president and editor in chief of the economic observer and the chairman of Beijing Jingguan culture media Co., Ltd; He once taught at the University of international business and economics, served as the editorial board of China business times, deputy director of the news center and Hisense Visual Technology Co.Ltd(600060) independent director.
Mr. Wu Wuqing, doctor of management, is currently an independent director of henglun Medical Technology Co., Ltd. and an associate professor and doctoral supervisor of the Department of accounting, School of business, Renmin University of China. Since 2009, he has worked in the accounting department of Business School of Renmin University of China and has been engaged in teaching and scientific research in accounting, finance, econometrics, business data analysis and other related fields.
2. Describe whether there are circumstances that affect independence
(1) The company’s independent directors, their immediate family members and major social relations do not work in the company or its affiliated enterprises, do not directly or indirectly hold more than 1% of the company’s issued shares, are not natural person shareholders among the top ten shareholders of the company, nor do they work in shareholder units that directly or indirectly hold more than 5% of the company’s issued shares or the top five shareholder units of the company.
Services, and did not obtain additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Therefore, there is no situation affecting the independence of the company’s independent directors.
2、 Annual performance of independent directors
In 2021, the company held six meetings of the board of directors, six meetings of the audit committee of the board of directors and one meeting of the remuneration and assessment committee of the board of directors. During his tenure, the independent directors of the company attended the meeting in person. There were no two consecutive meetings in which they did not attend the meeting in person. They participated in the discussion and passed major matters such as the company’s external guarantee, related party transactions and the appointment of external audit institutions at the meeting of the board of directors, And expressed independent opinions. In 2021, the company held two general meetings of shareholders.
When performing their duties, the independent directors of the company paid attention to on-site investigation, carefully communicated with the senior management of the company, inquired about and made on-site investigation on major matters of the company, and obtained the effective support of relevant personnel of the company. With the cooperation of the company, the independent directors used their professional knowledge to express their opinions and suggestions.
3、 Key matters concerned in the annual performance of independent directors
1. Related party transactions
The company implements related party transactions in strict accordance with the provisions of the Listing Rules of Shanghai Stock Exchange, the guidelines for self regulatory supervision of listed companies No. 5 – transactions and related party transactions, and the company’s related party transaction management system. When the general meeting of shareholders and the board of directors consider related party transactions, the voting procedures comply with the provisions of relevant laws and regulations. Related party transactions follow the principles of fairness, impartiality and good faith, in line with the interests of the company and all shareholders, and there is no infringement on the rights and interests of minority shareholders.
2. External guarantee and fund occupation
The deliberation and implementation of the company’s external guarantee in 2021 comply with the provisions of laws, regulations, normative documents and the articles of association. As of December 31, 2021, the company has not been occupied by the controlling shareholders and their related parties.
3. Use of raised funds
In 2021, the company did not raise funds or use the funds raised in the early stage to the current period.
4. Nomination and remuneration of senior management
There was no nomination of senior management in 2021.
The remuneration of senior managers of the company is paid according to the annual objectives and assessment. The remuneration of senior managers is linked to the company’s performance, and the remuneration of senior managers is in compliance and appropriate.
5. Performance forecast and performance express
On January 29, 2021, the company issued the announcement on the forecast loss of annual performance of Founder Technology in 2020. According to the preliminary calculation of the financial department, it is expected that the net profit attributable to the shareholders of the listed company in 2020 will continue to suffer losses compared with the same period of the previous year. It is expected that the net profit attributable to the shareholders of the listed company in 2020 will be about – 950 million yuan; It is estimated that the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is about – 980 million yuan.
6. Appointment of accounting firms
In 2021, the company continued to appoint Shanghui accounting firm (special general partnership) as the company’s audit institution. In the process of providing audit services for the company, the institution followed the independent, objective and fair practice standards and completed the annual audit work better.
6. Cash dividends and other investor returns
In view of the company’s performance loss in 2020 and the negative undistributed profits of the parent company at the end of the period, the company will not distribute profits, convert capital reserve into share capital and other forms of distribution in 2020.
7. Performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders strictly fulfilled their commitments, and there was no violation of commitments by the company, controlling shareholders, actual controllers and other shareholders.
8. Implementation of information disclosure
In accordance with the requirements of laws and regulations such as the administrative measures for information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and the provisions of the company’s information disclosure management system, the company has timely, fairly and accurately disclosed the information of major events of the company that meet the disclosure requirements, so as to protect the legitimate rights and interests of the company, its shareholders, creditors and other stakeholders. In 2021, the company issued 4 periodic reports and 63 temporary announcements. 9. Implementation of internal control
Review the internal control documents of listed companies and evaluate the internal control of Listed Companies in accordance with the regulations of the Shanghai Stock Exchange on the standardization of internal control of listed companies and other laws and regulations, The construction of the company’s internal control complies with the requirements of the basic norms of enterprise internal control, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation and relevant laws, regulations and normative documents, truly and accurately reflects the current situation of the company’s internal control, and there are no major defects.
10. Operation of the board of directors and its subordinate special committees
In 2021, the board of directors and its subordinate special committees operated in accordance with the articles of association and relevant systems of the board of directors.
During the reporting period, the special committees under the board of directors deliberated on the company’s annual audit report, related party transactions, internal control system and other matters, and put forward professional committee opinions to the board of directors.
4、 Overall evaluation and recommendations
In 2021, the independent directors of the company conscientiously performed their duties as independent directors, attended the meeting on time, carefully reviewed the company’s introduction and materials in advance for major matters decided by the board of directors, and inquired the company’s management in time. The independent directors of the company believe that the company has a relatively perfect corporate governance structure and internal control system, and the directors and senior managers of the company are able to perform their duties wholeheartedly without violating laws, regulations, articles of association, resolutions of the general meeting of shareholders or damaging the interests of the company; The related party transactions between the company and related parties can follow the principles of openness, fairness and impartiality, and conduct transactions at market prices without damaging the interests of the company; The financial information disclosure of the company truly and accurately reflects the asset status and operating results of the company during each reporting period; The company’s existing internal control system is relatively perfect.
In the future development process of the company, the independent directors of the company will continue to study laws, regulations and relevant provisions in the spirit of integrity and diligence, faithfully perform the obligations of independent directors in combination with their own professional advantages, promote the standardized operation of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
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Wang Xueli, Liu Jian, Wu Wuqing
April 28, 2022
