Shenzhen Capstone Industrial Co.Ltd(000038) independent director’s Report
In accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies, the articles of association and relevant laws and regulations, as an independent director of Shenzhen Capstone Industrial Co.Ltd(000038) (hereinafter referred to as the “company”), we earnestly performed our duties and performed our duties in 2021, attended relevant meetings in 2021 and expressed independent opinions on relevant bills of the board of directors. The work in 2021 is reported as follows: I. attendance of independent directors at the board of directors
In 2021, the company held 6 meetings of the board of directors. We performed our duties diligently in strict accordance with the requirements of relevant laws and regulations. The attendance at relevant meetings is shown in the table below:
Name of directors: number of on-site attendance times this year; number of absentee attendance times; number of attendance times
Zhao Xi 6 1 5 0 0 1
Fan peiyin 624001
Zhang Zhenqi 6 2 4 0 01
We have carefully reviewed and verified the relevant materials submitted to the board meeting for consideration and the relevant matters considered at the meeting, and issued effective opinions on the relevant proposals to be voted on. 2、 Independent opinions
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and the articles of association, as independent directors of the company, we have expressed independent opinions on the 2020 profit distribution plan, internal control, changes in accounting policies, senior management appointment, commodity futures hedging business and other matters during the reporting period. The details are as follows:
Serial No. time of issue issue issue comments
Independent opinions and opinions on the profit distribution plan in 2020
Accumulated and current funds occupied by related parties in 2020
Independent opinions on external guarantee, about 2020
1. Independent opinions on internal control evaluation report on April 9, 2021 and special agreement on the deposit and use of raised funds in 2020
Independent opinions of the report and paragraphs on matters with emphasis are not guaranteed
Independent opinions and opinions on matters involved in the audit report
Independent opinions on changes in accounting policies and renewal of employment
Independent opinion of accounting firm in 2021
2. On April 26, 2021, the proposal on appointing Mr. Li Hengwen as the deputy general manager of the company was approved
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3. On June 27, 2021, the proposal on appointing Yu Fuyang as the deputy general manager of the company was approved
Occupation of funds of related parties of the company in the half year of 2021 and
4 agreed on August 21, 2021
Special description and independent opinions on external guarantee
On futures hedging business carried out by holding subsidiaries
5. The motion was approved on October 22, 2021
Discussion on the appointment of Mr. Qin Jiangbo as the chief financial officer of the company
6 agreed on December 21, 2021
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3、 Work done in protecting the legitimate rights and interests of public shareholders
(I) supervision of the company’s information disclosure
During the reporting period, the company was able to do a real, accurate, timely and complete job of information disclosure in strict accordance with national laws and regulations, the stock listing rules of Shenzhen Stock Exchange and the company’s information disclosure management system.
(II) supervision of the company’s governance structure and operation management
During the reporting period, we carefully checked the major matters that need to be considered and decided by the board of directors in advance, carefully checked the matters related to the company’s 2020 profit distribution plan, internal control, changes in accounting policies, senior management appointment, commodity futures hedging business and other matters, expressed independent opinions when necessary, and actively and effectively performed our duties. 4、 On site inspection of the company
As an independent director, we take advantage of opportunities such as attending the general meeting of shareholders, the board of directors and other times to conduct on-site visits to the company, supervise the specific implementation of relevant resolutions of the board of directors, and keep abreast of the latest business trends of the company; Always actively keep close contact with other directors, supervisors, senior executives and relevant staff, understand the progress of major matters of the company, pay close attention to relevant reports of the company in real time, and actively put forward professional suggestions on the development strategy of the company by taking advantage of their own professional advantages. 5、 Other matters
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to hire or dismiss an accounting firm;
(III) there is no independent engagement of external audit institutions and consulting institutions. 6、 Actively perform their duties and safeguard the interests of the company and shareholders
During the reporting period, we earnestly fulfilled the obligations of independent directors. In 2022, we will continue to improve our professional level, strengthen communication with other directors, supervisors and management, improve the decision-making ability of the board of directors, actively and effectively perform the duties of independent directors, and better safeguard the legitimate rights and interests of the company and minority shareholders.
The main body of the report of independent director Fan Peixi is page 38 without signature
Zhang Zhenqi
Shenzhen Capstone Industrial Co.Ltd(000038) April 29, 2022
