Zhejiang Reclaim Construction Group Co.Ltd(002586)
Report on the work of independent directors in 2021
——Li Xiaolong, 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
Li Xiaolong 14 4 100 0 0 No 2
My objection to relevant matters
Name of the director the matters raised by the director the contents of the objection
In my opinion, the restoration of control right is not a transaction, so it does not involve related party transactions, and the control right can not be traded. It is because listed Li Xiaolong abstained from voting on the proposal on signing relevant agreements and the due rights of the company to subsidiaries, which can not be infringed by anyone, issued by the 42nd board of directors. I support the listed company’s overall takeover and control of its subsidiary, Shanghai millennium, and request the board of directors to promptly hire an accounting firm to audit millennium, so as to ensure the assets under control
In order to ensure the legitimacy and compliance of the operation of the millennium, I urge listed companies to strengthen the information disclosure of relevant matters and effectively ensure the rights and interests of minority shareholders
Abandon and prevaricate the proposal of the 31st board of directors on electing Mr. Zhang ChenWang without setting up a vice chairman, and the chairman should go all out and not form Li Xiaolong as the vice chairman of the sixth board of directors of the company
Right ticket
2、 Independent opinions
Date: type of independent opinion
Opinions on resignation of the chairman of the board and the election of independent directors in January 2021
22nd
Consent of independent directors on relevant matters of the 31st meeting of the sixth board of directors in February 2021
19 independent opinion
Agreement of independent directors on matters related to the 32nd meeting of the 6th board of directors in March 2021
14 independent opinions
See the company’s disclosure on March 24, 2021 and the independent opinion on March 22 for the relevant matters of the 33rd meeting of the sixth board of directors in March 2021
In May 2021, the independent directors agreed on matters related to the 36th meeting of the sixth board of directors of the company
Independent opinion of Xiang Xiaolong on the 21st
During the reporting period, there was no information about the controlling shareholder and other independent directors’ occupation of the company’s funds and abnormal occupation of the company’s funds by the controlling shareholder and other related parties in August 2021, The special explanation and independent opinions on the external guarantee on the 24th may not be able to damage the interests of the company and all shareholders through external guarantee.
In August 2021, the independent directors agreed on matters related to the 37th meeting of the sixth board of directors of the company
Independent opinion of item 24
In October 2021, the independent directors agreed on matters related to the 38th meeting of the sixth board of directors of the company
Independent opinion of item 25
Consent of independent directors on relevant matters of the 39th meeting of the sixth board of directors in November 2021
15. Prior approval opinions and independent opinions
Consent of independent directors on matters related to the 40th meeting of the sixth board of directors in November 2021
Approval opinions and independent opinions before the 17th
In my opinion, the restoration of control right is not a transaction, so it does not involve related party transactions. The control right can not be traded. It is the due power of a listed company to its subsidiaries and can not be infringed by anyone. I support the listed company’s comprehensive takeover of its subsidiary, Shanghai millennium, and the system of controlling the matters related to the 42nd meeting of the sixth board of directors by independent directors in December 2021, and request the board of directors to promptly hire an accounting firm to audit millennium with 30 days’ prior approval and independent opinions, In order to ensure the authenticity of assets under control, we should pay close attention to hiring a law firm to comprehensively review all matters of the millennium, so as to ensure the legitimacy and compliance of the operation of the millennium in recent years, I urge listed companies to strengthen the information disclosure of relevant matters and effectively ensure the rights and interests of minority shareholders
In December 2021, the independent directors agreed on relevant matters of the 43rd meeting of the sixth board of directors of the company
Independent opinion on item 31
3、 Site office of the company
During my tenure, I overcame many inconveniences during the epidemic, went to the company’s site for many times to have an in-depth understanding of the situation, paid close attention to the company’s business conditions, and maintained 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.
4. In the process of restoring control over Shanghai millennium, in order to protect the interests of the company and small and medium-sized investors, I once opposed the acquisition of Zhong Chengrong’s remaining equity with unknown pricing in the Millennium without sufficient audit basis, and opposed the restoration of control by reaching an agreement with Zhong Chengrong and relevant parties.
5、 Performance of professional committees
During my tenure as an independent director, as a member of the audit committee and the remuneration and assessment committee under the board of directors, I worked diligently and accumulatively
