Zhejiang Reclaim Construction Group Co.Ltd(002586)
Report on the work of independent directors in 2021
——Tang Jianxin, shareholders and representatives:
hello everyone!
In 2021, I served as an independent director of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "the company"). During my term of office, I 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 detailed rules for the work of 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, 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
Tang Jianxin 11 0 0 0 No 2
2、 Independent opinions
Date: type of independent opinion
Independent director's consent on chairman's resignation and election of directors in January 2021
Hitachi comments on June 22
In February 2021, the independent directors agreed at the 31st meeting of the 6th board of directors
Independent opinions on relevant matters discussed on June 19
In March 2021, the independent directors agreed on the 32nd meeting of the 6th board of directors
Independent opinions on relevant matters discussed on June 14
In March 2021, the independent directors' independent opinions on the 33rd meeting of the sixth board of directors are detailed in the company's independent opinions on relevant matters discussed on March 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 at the meeting on January 21
During the reporting period, the company did not have any special instructions on the occupation of the company's funds, the company's external guarantees and the company's funds by the controlling shareholders and other related parties on August 24, 2021, There is no case that external guarantee through independent opinions damages the interests of the company and all shareholders.
In August 2021, the independent directors agreed on the 37th meeting of the sixth board of directors of the company
Independent opinions on relevant matters of the 24th Meeting on June
In October 2021, the independent directors agreed on the 38th meeting of the sixth board of directors of the company
Independent opinions on relevant matters of the 25th meeting
On November 2021, the independent directors agreed at the 39th meeting of the sixth board of directors
15 months prior approval of independent matters
On November 2021, the independent directors agreed on the fortieth meeting of the sixth board of directors
Prior approval opinions and independent opinions on relevant matters on June 17
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. 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 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 should 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, Propose 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 August 24, 2021, I submitted the supervision letter of independent directors to the board of directors and management of the company, which mainly requested the board of directors and management of the company to further communicate with the appraisal company on Relevant Issues in the first draft of the appraisal report on the value of all shareholders' equity of Millennium design company by Shanghai Dongzhou Asset Appraisal Co., Ltd.
On September 29, 2021, I submitted the supervision letter of independent directors to the company, requiring the board of directors and management of the company to complete the audit and evaluation as soon as possible after the Shanghai Millennium general meeting of shareholders.
In addition to the above matters, 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.
7、 Contact information
E-mail: whtjx1221126.com.
Due to personal reasons, I submitted a resignation report to the board of directors of the company on November 8, 2021 and performed my duties in accordance with relevant regulations until the new independent director was elected by the general meeting of shareholders of the company. 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 during my tenure. [no text below, signature page]
[this page is a signature page without text, which is only used for each independent director to sign the work report of Zhejiang Reclaim Construction Group Co.Ltd(002586) 2021 annual independent director]
Independent director: Tang Jianxin April 28, 2022
