Zhejiang Reclaim Construction Group Co.Ltd(002586)
Report on the work of independent directors in 2021
——Xu Qun, 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 December 3, 2021. Since I performed my duties, I have strictly followed the company 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 listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association and working rules for independent directors, 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. During the reporting period, my attendance at the board meeting was as follows:
Meeting time and voting of proposals at the session
The proposal on loan application to the 41st meeting of the board of directors on December 15, 2021
The proposal on signing relevant agreements and related party transactions at the 42nd meeting of the sixth board of directors on December 30, 2021 agreed
The proposal on the appointment of deputy general manager and chief financial officer was approved at the 43rd meeting of the sixth board of directors on December 31, 2021
2、 Independent opinions
Date: type of independent opinion
On December 30, 2021, the independent directors agreed on the 42nd meeting of the sixth board of directors
Prior approval opinions and independent opinions on relevant matters
On December 31, 2021, the independent directors agreed on the 43rd meeting of the sixth board of directors of the company
Independent opinions on matters related to the meeting
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 professional advantages and resources to put forward reasonable opinions and suggestions for the decision-making of major matters, future operation and development of the company.
4、 Work done to protect the legitimate rights and interests of minority shareholders
1. In strict accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, 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, the provisions on the management of information disclosure and other systems, I have timely understood the daily operation status and possible business risks of the company, and supervised and verified the information disclosure of the company, Actively performed the duties of independent directors.
2. During my tenure, I focused on the illegal guarantee of the controlling shareholder, the occupation of funds, the loss of control of Shanghai millennium and other related matters, and strictly examined the related party transactions involved in the bankruptcy reorganization of the controlling shareholder and the restoration of control of Shanghai millennium, so as to ensure that the overall interests of the company, especially the legitimate rights and interests of minority 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 performance ability, 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 audit committee and Nomination Committee under the board of directors, I was diligent and conscientious, actively provided opinions and suggestions for the professional committee, and effectively ensured the normal operation of the professional committee. 6、 Other matters
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: [email protected]. 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: Xu Qun April 28, 2022
