Shenzhen H&T Intelligent Control Co.Ltd(002402)
2021 annual report of independent directors
(independent director: Sun Zhongliang)
As an independent director of Shenzhen H&T Intelligent Control Co.Ltd(002402) (hereinafter referred to as “the company” and ” Shenzhen H&T Intelligent Control Co.Ltd(002402) “), in accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent directors in listed companies, the articles of association and relevant laws and regulations, I have performed my duties and duties diligently in my work in 2021, We learned about the operation of the company in detail, faithfully performed the duties of independent directors, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters, and effectively safeguarded the interests of the company and shareholders, especially public shareholders. In accordance with the relevant laws and regulations issued by Shenzhen Stock Exchange, I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
(I) board meeting
In 2021, Shenzhen H&T Intelligent Control Co.Ltd(002402) held 12 meetings of the board of directors. As an independent director of the Fifth Board of directors, I attended the meetings of the board of directors held during my term of office in accordance with laws and regulations. The details of participation are as follows:
Participation in the board of directors
Number of board meetings to be attended number of on-site attendance number of attendance by means of communication number of attendance by proxy
12 5 7 0
(II) general meeting of shareholders
The company held three general meetings of shareholders this year. As an independent director of the Fifth Board of directors, I attended the first extraordinary general meeting of shareholders in 2021, the annual general meeting of shareholders in 2020 and the second extraordinary general meeting of shareholders in 2021, carefully reviewed various proposals to be submitted to the general meeting of shareholders for deliberation, and earnestly performed the duties of independent directors of the company.
2、 Independent opinions
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, as an independent director of the company, I have expressed independent opinions on the following matters of the company in 2021:
(I) on January 29, 2021, the 14th meeting of the 5th board of directors of the company issued the following independent opinions:
1. Independent opinions on and abstract
In accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), the guidelines for business handling of listed companies of Shenzhen Stock Exchange No. 9 – equity incentive (hereinafter referred to as the “guidelines for business handling No. 9”) and other laws and regulations, as well as the provisions of the articles of association, Our independent opinions on the Shenzhen H&T Intelligent Control Co.Ltd(002402) 2021 stock option incentive plan (Draft) and its abstract (hereinafter referred to as the equity incentive plan) are as follows:
(1) The company does not have the situation that the implementation of equity incentive plan is prohibited by laws and regulations such as management measures and business handling guide No. 9. The company has the subject qualification to implement equity incentive plan.
(2) The incentive objects determined in the equity incentive plan of the company comply with the provisions of the company law and the articles of association on job qualifications, as well as the actual needs of the company’s business development. At the same time, all incentive objects are not prohibited from being granted restricted shares as stipulated in the administrative measures and other relevant laws and regulations, and the subject qualification of incentive objects is legal and effective.
(3) The content of the equity incentive plan complies with the provisions of relevant laws and regulations such as the administrative measures and the guide for business handling No. 9, and the granting arrangements of stock options for each incentive object The exercise arrangement (including the grant amount, grant date, exercise price, waiting period, exercise period and exercise conditions) does not violate the provisions of relevant laws, regulations and normative documents, and does not infringe the interests of the company and all shareholders.
(4) The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
(5) The company’s implementation of equity incentive plan is conducive to further improve the corporate governance structure, improve the company’s incentive mechanism, enhance the company’s management team and business backbone’s sense of responsibility and mission for the sustainable and healthy development of the company, is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. To sum up, we believe that this stock option incentive plan of the company is conducive to the sustainable development of the company and the formation of a long-term incentive mechanism for core talents. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The incentive objects granted by the company’s stock option incentive plan meet the conditions for becoming the incentive object of stock option stipulated in laws, regulations and normative documents. We agree that the company will implement this equity incentive and submit the proposal on and summary to the general meeting of shareholders for deliberation.
2. Independent opinions on the administrative measures for the implementation and assessment of stock option incentive plan in 2021
After review, the establishment of the assessment indicators of the company’s equity incentive complies with the basic provisions of laws, regulations and the articles of association. The company’s equity incentive assessment indicators are divided into two levels: company level performance assessment and individual level performance assessment. The performance index at the company level is net profit growth, which is the final embodiment of the company’s profitability and enterprise growth, and can establish a better image of the capital market. It is the company’s comprehensive consideration of the macroeconomic environment, industry development, market competition and other relevant factors such as the company’s future development plan, And the indicators formulated by comprehensively considering the realization possibility and incentive effect on the company’s employees, and the setting of indicators is reasonable and scientific. In addition to the performance appraisal at the company level, the company has also set up a strict performance appraisal system for individuals, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object meets the exercise conditions according to the performance evaluation results of the incentive object in the previous year. To sum up, we agree that the assessment system of the company’s plan is comprehensive, comprehensive and operable, the setting of assessment indicators is scientific and reasonable, and has a restrictive effect on Incentive objects, which can achieve the assessment purpose of the 2021 stock option incentive plan, And agreed to submit the administrative measures for the implementation and assessment of Shenzhen H&T Intelligent Control Co.Ltd(002402) 2021 stock option incentive plan to the general meeting of shareholders for deliberation.
(II) on February 18, 2021, the 16th meeting of the 5th board of directors of the company issued the following independent opinions:
1. Independent opinions on the provision for asset impairment in 2020
After review, we believe that the provision for asset impairment of the company this time complies with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company’s assets, reflecting the soundness and prudence of the company’s accounting policies. After the provision for impairment is made this time, the financial statements can more fairly reflect the company’s financial status, asset value and operating results, making the company’s accounting information more reasonable.
We agree that the company will withdraw the provision for asset impairment this time.
(III) on February 23, 2021, the 17th meeting of the 5th board of directors of the company issued the following independent opinions:
1. Independent opinions on external guarantee
(1) The company can strictly abide by the company law, the securities law, the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and other laws and regulations and the relevant provisions of the articles of association, Strictly control the risk of external guarantee.
(2) During the reporting period, the company did not have any illegal external guarantee, nor did it have any illegal external guarantee in previous years and accumulated to December 31, 2020;
(3) As of December 31, 2020, the total amount of external guarantees of the company and its subsidiaries amounted to 362.943 million yuan (except for the guarantee of 5 million yuan provided by the company to the joint-stock company Shenzhen Ruiji Electronic Technology Co., Ltd., the rest are the guarantee provided by the company to its subsidiaries within the scope of the consolidated statements), accounting for about 11.97% of the net assets of the company in the audited consolidated statements as of December 31, 2020. The company has no overdue guarantee amount. The above guarantee companies have fulfilled the necessary review procedures and information disclosure obligations in accordance with relevant laws and regulations, the articles of association and the measures for the administration of external guarantee.
2. Independent opinions on the special report on the deposit and use of raised funds in 2020
As an independent director of the company in accordance with the company law of the people’s Republic of China, 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, regulations and normative documents, as well as the articles of Association and other relevant provisions, We carefully reviewed the special report on the deposit and use of raised funds in 2020 (hereinafter referred to as the “special report”) prepared by the company
And the assurance report on the storage and use of raised funds issued by Dahua Certified Public Accountants (special general partnership) hired by the company, and after consulting the relevant business personnel, internal auditors and senior managers of the company, Express the following independent opinions on the deposit and use of the company’s raised funds in 2020 and the special report: the content of the special report prepared by the company is true, accurate and complete, and there are no false records, misleading statements and major omissions, The special report prepared by the company complies with the relevant provisions of Shenzhen Stock Exchange, such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, and truthfully reflects the actual deposit and use of the company’s raised funds in 2020.
3. Independent opinions on the self-evaluation report on internal control in 2020. Through careful reading of the company’s self-evaluation report on internal control in 2020, we express the following independent opinions:
(1) The company has established a relatively perfect internal control system, which meets the requirements of relevant laws and regulations, meets the needs of the company’s development, and can effectively prevent various risks in the process of the company’s operation. The company’s internal control system basically covers all aspects and links of the company’s production and operation management, and regulates the company’s related party transactions, fund-raising, asset management, major investment, risk prevention, information disclosure and other matters, which can be effectively implemented.
(2) The self-evaluation report on internal control in 2020 objectively reflects the real situation of the company’s internal control, summarizes the company’s internal control comprehensively, and has clear requirements for the internal control work in the next year. The company shall further strengthen the supervision and inspection of internal control, continuously supervise and evaluate the effect of internal control, and timely find and improve the defects in internal control.
4. Independent opinions on 2020 profit distribution plan
For the company’s profit distribution plan for 2020, we believe that the company’s operating performance in 2020 is good, and the appropriate implementation of the cash dividend scheme is matched with the company’s performance growth and reasonable, which is conducive to adapt to the company’s rapid development and better return to public investors. We agree to the profit distribution plan for 2020 proposed by the board of directors of the company and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
5. Independent opinions on the occupation of funds by controlling shareholders and other related parties
(1) There is no illegal occupation of funds by the controlling shareholders of the company until 2020;
(2) The capital transactions between the company and other related parties in 2020 meet the normative requirements, and there are no capital transactions and capital occupation that should be disclosed but not disclosed.
6. Independent opinions on carrying out forward foreign exchange trading business
The company’s forward foreign exchange is carried out around the company’s business, not just for the purpose of profit, but based on specific business, with hedging as the means, with the purpose of avoiding and preventing the risk of exchange rate fluctuation and the goal of protecting normal operating profits, which is of certain necessity; The company has formulated the internal control system for forward foreign exchange trading business and improved relevant internal control processes. The targeted risk control measures taken by the company are feasible; At the same time, the margin of the forward foreign exchange business to be carried out by the company will use its own funds, not involving the raised funds. The forward foreign exchange business carried out by the company will comply with the provisions of relevant laws and regulations, normative documents and relevant systems of the company. We agree to this matter.
7. Independent opinion on reappointment of 2021 financial audit institution
Dahua Certified Public Accountants (special general partnership) complies with the relevant provisions of China Securities Regulatory Commission in terms of qualification to engage in securities business, and can independently, objectively, fairly and timely complete various audit services agreed with the company. The employment procedures of the company’s renewed accounting firm comply with the relevant provisions of laws, regulations and the articles of Association; In order to ensure the continuity and integrity of the company’s audit work, it is agreed to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and agree to submit the proposal to the company’s general meeting for deliberation.
8. Independent opinions on providing guarantee for holding subsidiaries
The board of directors considered the guarantee for Zhejiang Shenzhen H&T Intelligent Control Co.Ltd(002402) , Hangzhou Shenzhen H&T Intelligent Control Co.Ltd(002402) , small household appliance companies and Hong Kong Shenzhen H&T Intelligent Control Co.Ltd(002402) in order to meet the production and operation needs of Zhejiang Shenzhen H&T Intelligent Control Co.Ltd(002402) , Hangzhou Shenzhen H&T Intelligent Control Co.Ltd(002402) , small household appliance companies and Hong Kong Shenzhen H&T Intelligent Control Co.Ltd(002402) , and fully considered the actual operation and credit status of the above holding subsidiaries. For this guarantee, the company can effectively control and prevent the guarantee risk. This guarantee complies with the provisions of relevant laws, regulations and company rules and regulations such as the Listing Rules of Shenzhen Stock Exchange, the articles of association, the company’s external guarantee management system, and its decision-making procedures are legal and effective, will not adversely affect the normal operation and business development of the company, and will not damage the interests of the company and minority shareholders. We agree to this guarantee, And agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
9. Independent opinions on the remuneration of directors and senior managers of the company in 2020 and 2021
(1) The remuneration plan of the company’s directors and senior managers for 2020 and 2021 is formulated based on the remuneration level of the company’s industry and region, combined with the actual operation of the company, and after assessing their daily work. It complies with the provisions of relevant laws, regulations and the articles of association, and is conducive to mobilizing the enthusiasm of the company’s directors and senior managers, Conducive to the long-term development of the company.
(2) The deliberation and voting procedures of the board of directors on the remuneration proposal of directors and senior managers are in line with the company’s regulations
