Zhejiang Reclaim Construction Group Co.Ltd(002586)
Report on the work of independent directors in 2021
——Zhang Bingsheng, shareholders and representatives:
hello everyone!
I have been an independent director of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as “the company”) since February 8, 2021. During my term of office, I have strictly followed the company law, the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association, working rules for independent directors and other regulations, Conscientiously performed the duties of independent directors, scrupulously performed their duties, performed their duties diligently, and actively safeguarded the interests of the company and the interests of all shareholders, especially small and medium-sized shareholders. The performance of my duties as an independent director in 2021 is reported as follows:
1、 Attendance at meetings
I actively participated in the meetings of the board of directors and the general meeting of shareholders held by the company without being absent or entrusting other directors to attend the board of directors, carefully reviewed the meeting and relevant materials, actively participated in the discussion of various topics and put forward reasonable suggestions, voted in favour of the relevant proposals considered at each board meeting, and played a positive role in the correct and scientific decision-making of the board of directors. The convening of the board of directors and the general meeting of shareholders of the company complies with legal procedures, and relevant approval procedures have been performed for major business decisions and other major matters. My attendance at the meetings of the board of directors and the general meeting of shareholders is as follows:
Attendance of directors at the board of directors and shareholders’ meeting
The on-site attendance during the reporting period is entrusted by the corresponding party. Is it continuous
The name of the director shall participate in the meeting of the board of directors, the meeting of the board of directors, the meeting of the board of directors, the absence of the director twice, the number of times of the shareholders’ meeting, the number of times of the meeting shall be from the number of times of the board of directors
Zhang Bingsheng 13 5 8 0 0 No 3
2、 Independent opinions
Date: type of independent opinion
Relevant consent of independent directors on the 31st meeting of the 6th board of directors in February 2021
Independent opinions on the matter on June 19
The sixth meeting of the 32nd session of the independent board of directors in 2023 agreed
Independent opinions on the matter on June 14
The independent directors’ independent opinions on the 33rd meeting of the sixth board of directors in March 2021 are detailed in the company’s independent opinions on March 24 and 22, 2021
In May 2021, the independent directors agreed on the 36th meeting of the sixth board of directors of the company
Independent opinions on relevant matters on January 21
During the reporting period, the company did not have the situation that the controlling shareholder and other related parties were not independent directors. On August 24, 2021, the controlling shareholder and other related parties occupied the company’s capital and often occupied the company’s funds The special description and independent opinions on the external guarantee of the company do not damage the interests of the company and all shareholders through external guarantee.
In August 2021, the independent directors agreed on the decision of the 37th meeting of the sixth board of directors of the company
Independent opinions on relevant matters on June 24
On October 2021, the independent directors agreed on the 38th meeting of the sixth board of directors of the company
Independent opinions on relevant matters on June 25
Relevant consent of independent directors on the 39th meeting of the 6th board of directors in November 2021
Prior approval opinions and independent opinions on matters on May 15
On November 2021, the independent directors agreed on relevant matters of the 40th meeting of the sixth board of directors
Prior approval opinions and independent opinions on item 17
Relevant consent of independent directors on the 42nd meeting of the 6th board of directors in December 2021
Prior approval opinions and independent opinions on matters on June 30
In December 2021, the independent directors agreed on the 43rd meeting of the sixth board of directors of the company
Independent opinions on relevant matters on December 31
3、 Site office of the company
During my tenure, I went to the company’s site for many times to have an in-depth understanding of the situation, pay close attention to the company’s business situation, and maintain close contact with other directors, senior executives and relevant staff of the company through telephone and wechat, so as to grasp the business dynamics of the company in time. At the same time, make use of their own legal professional advantages and resources to put forward reasonable opinions and suggestions for the handling of litigation cases, legal and compliance decision-making and operation, future operation and development of the company.
4、 Work done to protect the legitimate rights and interests of minority shareholders
1. During my term of office, I will strictly abide by the company law, the Listing Rules of Shenzhen Stock Exchange and Shenzhen Stock Exchange
In accordance with the provisions of laws and regulations such as the guidelines for the standardized operation of Listed Companies in the stock exchange and the articles of association, the provisions on the management of information disclosure and other systems, we timely understood the daily operation status and possible business risks of the company, supervised and verified the information disclosure of the company, and actively performed the duties of independent directors.
2. During my tenure, I focused on the illegal guarantee of controlling shareholders, capital occupation, Shanghai Millennium out of control and other related matters, and strictly examined the related party transactions involved in the bankruptcy reorganization of controlling shareholders and Shanghai Millennium restoration of control, so as to ensure that the overall interests of the company, especially the legitimate rights and interests of small and medium-sized shareholders, are not damaged.
3. During my tenure, I learned relevant laws, regulations and normative documents on the performance of independent directors, actively participated in the education and training of laws and regulations organized by the CSRC and the company, continuously deepened my understanding and understanding of relevant laws and regulations, especially corporate governance and the protection of the legitimate rights and interests of public investors, made efforts to improve my ability to perform my duties, and provided better opinions and suggestions for the company’s scientific decision-making and risk prevention.
5、 Performance of professional committees
During my tenure as an independent director, as a member of the nomination committee and the remuneration and assessment committee under the board of directors, I was diligent and conscientious, actively provided opinions and suggestions to the professional committee, and effectively ensured the normal operation of the professional committee. 6、 Other matters
On June 1, 2021, together with the other two independent directors, I issued a letter of concern and supervision to the board of directors and management of the company. The main suggestions are as follows: first, after inviting Asia Pacific accountants to enter the site, we should focus on auditing the authenticity of Millennium design’s operating revenue, operating costs and profits from 2017 to 2019. Pay special attention to the authenticity and recoverability of accounts receivable generated by Millennium design from 2017 to 2019 and the rationality of the provision for bad debts of accounts receivable, and report relevant data and audit procedures to the board of directors. The board of directors and management of the company shall take effective measures to solve the recovery of Millennium design accounts receivable, so as to effectively protect the interests of all shareholders of the listed company. We propose that in order to effectively ensure that the performance commitment party can fulfill the commitment that “the uncollected part of the net accounts receivable shall be offset by the performance commitment party with cash”, the company should invite the company’s legal counsel or hire an experienced lawyer to provide special legal services and put forward a legal and effective implementation plan. 2、 If the company conducts asset impairment test for Millennium design, it shall independently hire asset evaluation companies and audit institutions and perform necessary screening, which can be hired only after being reviewed and approved by the audit committee of the board of directors of the company. The management of the company should effectively communicate with the appraisal institution, and the appraisal institution should carefully verify the actual situation of “free cash flow” of Millennium design company from 2017 to 2019 to judge whether there is asset impairment. 3、 The company shall carefully determine the necessary conditions for Millennium design to restore control, including but not limited to controlling the board of directors; Appoint legal representative and chairman; Appoint general manager and chief financial officer; Appoint a Commissioner to manage the company’s business license, official seal, corporate seal and financial seal; Millennium design dividend is required to alleviate the pressure on the company’s capital. The professional lawyer shall issue a professional legal opinion on whether the Millennium design constitutes the restoration of control, which shall be approved by the resolution of the board of directors of the company. 4、 After the company regains control over the millennium, it shall conduct a comprehensive audit and evaluation of the millennium. The selection and employment of audit institutions and evaluation institutions shall be approved by the audit committee of the board of directors and approved by the board of directors. On December 30, 2021, together with the other two independent directors, I submitted the letter of proposing to convene the board of directors to the chairman of the company. The main contents of the proposal are: proposing to convene the board of directors of the proposal on selling illegal capital usufruct and related party transactions to Ningbo Shunnong group Co., Ltd., Shenzhen Branch of China Oriental Asset Management Co., Ltd. or its designated subject, Ningbo Yuanzhen Investment Management Co., Ltd. The company attaches great importance to and actively adopts the suggestions of independent directors. The company held the 45th meeting of the 6th board of directors and the 21st Meeting of the 6th board of supervisors on January 12, 2022, considered and approved the above-mentioned proposal, and held the first extraordinary general meeting of shareholders in 2022 on January 28, 2022. In addition to the above proposal, I have no other proposal to convene the meeting of the board of directors and the general meeting of shareholders; There is no proposal to appoint or dismiss an accounting firm; There is no independent engagement of external audit institutions or consulting institutions.
In the subsequent performance of duties, I will continue to carefully study relevant professional knowledge and relevant systems and normative documents of the CSRC and the exchange, actively participate in relevant training, and deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, so as to enhance my awareness of performing my duties and protecting the interests of investors, Effectively strengthen the ability to protect the interests of the company and investors.
7、 Contact information
E-mail: bszhang8964163.com. Finally, I would like to express my heartfelt thanks to the board of directors, the board of supervisors, the management team and relevant personnel for their active and effective cooperation and support in the process of performing my duties.
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Independent director: Zhang Bingsheng April 28, 2022
