Securities code: 002014 securities abbreviation: Huangshan Novel Co.Ltd(002014)
Huangshan Novel Co.Ltd(002014)
2021 annual report of independent directors
Shareholders and representatives:
hello everyone!
As an independent director of Huangshan Novel Co.Ltd(002014) (hereinafter referred to as the “company”), in 2021, in strict accordance with the provisions of the company law, the guidelines for the standardized operation of companies listed on the SME Board of Shenzhen Stock Exchange, the articles of association, the working system of independent directors and other relevant laws, regulations and departmental rules, and based on the principles of objectivity, impartiality and independence, Scrutinize proposals carefully, express opinions prudently, faithfully perform their duties, give full play to the role of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. My annual performance is as follows:
1、 Attendance at meetings
1. My attendance at the board of directors and general meeting of shareholders in 2021 is as follows:
Number of meetings of the board of directors 5 number of meetings of shareholders 1
Number of attendance in person, number of entrustment, number of absence, number of attendance as nonvoting delegates
5 0 0 0
I made prudent judgment on all the proposals submitted to the board of directors for deliberation. After careful deliberation, I voted in favour without objection or abstention.
2. Work of special committees of the board of directors:
As the chairman of the audit committee, I learned about the production and operation of the company and its subsidiaries through e-mail, telephone and online meetings, and reviewed various reports submitted by the internal audit department, including the internal audit reports of the parent company and its subsidiaries, entrusted financial management, related party transactions and guarantee matters.
During the audit of the annual financial report, I discussed various audit arrangements with the audit institution and the company through online meetings, listened to the audit progress report, and urged the audit work to be completed on schedule to ensure the smooth progress of the annual report.
As a member of the nomination, remuneration and appraisal committee, review the achievement of the performance objectives of the managers, review and comment on the proposals such as the remuneration of directors and senior executives, and review and comment on the achievement of the performance appraisal of the company’s 2020 restricted stock incentive plan and the first phase of employee stock ownership plan.
2、 Independent opinions
During the reporting period, I expressed independent opinions on matters related to related party transactions, profit distribution plan, purchase of financial products, changes in accounting policies, subsidiary guarantee and equity incentive, employee stock ownership plan, etc., as follows:
Time for expressing independent opinions at the session
Independent opinions on the occupation of funds and external guarantees by controlling shareholders and other related parties
Independent opinions on the company’s profit distribution plan in 2020
Independent opinions on internal control evaluation report in 2020
Independent opinions on changes in accounting policies issued by the 7th board of directors
Independent opinions on the remuneration of directors and senior executives in 2020 at the 8th meeting on February 7
Prior approval of the company’s re employment of the audit institution in 2021
Opinions
Independent opinions on the company’s re employment of the audit institution in 2021
Independent opinions on purchasing short-term financial products with self owned idle funds
See
Independent opinions on providing guarantee for wholly-owned subsidiaries
Prior approval opinions on daily connected transactions in 2021
Independent opinions on daily connected transactions in 2021
The 7th board of directors
The ninth (Provisional) independent opinion on adjusting the repurchase price of restricted shares on April 19
meeting
Independent opinions on the tenth meeting of controlling shareholders and other related parties on the occupation of funds, external guarantees, etc. of the seventh board of directors on July 29
Independent opinions reached by the 7th board of directors on the unlocking conditions of the first unlocking period of the first phase of the employee stock ownership plan
On September 15, independent opinions on the achievement of the conditions for lifting the restrictions on sales during the 11th (temporary) meeting on the first lifting of the restrictions on sales of restricted stock incentive plan in 2020
Independent opinions on providing guarantee for wholly-owned subsidiaries
I have expressed my consent to the above matters. For details, see the announcement of the company in the same period. 3、 On site investigation of the company
1. In 2021, I communicated with the company’s management from time to time through e-mail, telephone, video conference and other means to pay attention to the impact of external environment and market changes on the company, pay attention to the relevant media reports on the company, and timely grasp the operation status of the company.
2. Carefully reviewed the company’s production and operation, financial management, related transactions and external guarantees, timely understood the company’s daily business status and possible business risks, gave pertinent suggestions, expressed professional opinions and exercised functions and powers, and actively and effectively performed the duties of independent directors.
4、 Work done in protecting the rights and interests of investors
1. Independently, objectively and impartially deliberated various proposals considered by the board of directors, and expressed independent opinions on major matters related to the company’s daily connected transactions, equity incentive and profit distribution plans, so as to ensure that the interests of all shareholders, especially the interests of minority shareholders, are not infringed.
2. Continue to pay attention to the company’s information disclosure and investor relations. Supervise the company’s information disclosure in strict accordance with the requirements of laws, regulations and normative documents such as the stock listing rules of Shenzhen Stock Exchange and the measures for the administration of information disclosure, so as to ensure that the information disclosed is true, accurate, complete and timely.
5、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There are no independent external audit institutions and consulting institutions.
6、 Contact information
Independent director: Wang Bin
February 24, 2002
