Report on the work of independent directors in 2021
In 2021, in accordance with the company law, the securities law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the provisions of Hainan Strait Shipping Co.Ltd(002320) the articles of association and the working system of independent directors, I earnestly performed the duties of independent directors and carried out work around safeguarding the overall interests of the company and safeguarding the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. During the reporting period, the company focused on the audit of the company’s annual report, regular reports, risk control, related party transactions, key projects, revision of the articles of association and other matters, carefully expressed independent opinions on relevant matters and paid attention to work effectiveness. Now the performance of duties in 2021 is reported as follows: I. attendance at the meeting of the board of directors
The board of directors of the company held 16 meetings in 2021. I attended all the meetings, carefully reviewed the relevant materials of the meetings and fully understood the feasibility and details of each topic; Deliberated the proposals carefully, put forward reasonable suggestions on some proposals, exercised the voting rights in a prudent manner, and voted for the proposals submitted to the board of directors for deliberation without objection or abstention, which played a positive role in making scientific decisions for the board of directors of the company. In 2021, there was no absence and no other independent director was entrusted to attend the meeting on his behalf. 2、 Independent opinions
In 2021, based on my independent and objective judgment, I expressed independent opinions on the following matters in accordance with the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations of the CSRC, as well as the provisions of the articles of association and the working system of independent directors:
1. On March 25, 2021, the company held the 24th Meeting of the 6th board of directors. I made a special report on the deposit and use of the annual raised funds, the profit distribution plan in 2020, the assessment report in 2020 of the measures for the administration of senior management remuneration, the implementation of daily connected transactions in 2020 and the daily connected transactions in 2021 It is expected that in 2021, the company will continue related party transactions with COSCO Shipping Finance Co., Ltd., the continuous risk assessment report of related party transactions between the company and COSCO Shipping Finance Co., Ltd., hire an audit institution in 2021, the self-evaluation report of the company’s internal control, express independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s external guarantee and other matters.
2. On April 14, 2021, the company held the 26th meeting of the 6th board of directors. I gave my independent opinion on the proposal to implement the phase II terminal asset acquisition project of automobile passenger and cargo ro Ro Terminal in xinhaigang district.
3. On August 24, 2021, the company held the 31st meeting of the sixth board of directors. I gave my independent opinions on the proposal on the occupation of the company’s funds by the controlling shareholders and other related parties, the external guarantee of the company, and the continuous risk assessment report on the connected transactions between the company and COSCO Shipping finance company.
4. On September 7, 2021, the company held the 32nd meeting of the sixth board of directors, and I expressed my independent opinions on the proposal on the general election of the board of directors.
5. On September 28, 2021, the company held the first meeting of the seventh board of directors. I expressed my independent opinions on the matters related to the major asset restructuring of the joint venture funded by the company, and believed that the major asset restructuring of the company met the requirements of relevant laws and regulations and securities regulatory rules, which was conducive to further improving the comprehensive competitiveness of the company, Expanding business scale and enhancing sustainable profitability and risk resistance are in line with the long-term development of the company and the interests of all shareholders of the company.
6. On October 28, 2021, the company held the third meeting of the seventh board of directors. I was deeply concerned about the appointment of general manager, chief accountant, Secretary of the board of directors and deputy general manager, the signing of financial service agreement with COSCO Shipping finance company, the post tenure system of senior managers, contractual management regulations and supporting systems The company’s 2021 business responsibility statement and annual assessment form of senior management have expressed agreed independent opinions.
7. On December 13, 2021, the company held the fourth meeting of the seventh board of directors. I expressed my independent opinions on the proposal on the acquisition of land of Haikou Xinhai ro Ro Terminal passenger transport comprehensive hub project and projects under construction under PPP mode.
3、 Key matters of my annual performance
(I) during the preparation of the annual report, based on the full understanding of the company’s annual production and operation and the progress of major events, prompt the key issues to be paid attention to in the annual report audit, review the unaudited financial statements submitted by the company’s financial department and the preliminary audit results of the annual financial report issued by the annual audit certified public accountant, and put forward opinions, Urge the accounting firm to submit the audit report within the agreed time, put forward reasonable suggestions on the problems existing in the operation and management, promote the improvement of the company’s management, and ensure the authenticity, accuracy and integrity of the company’s annual report information.
（2） Related party transactions
During the reporting period, we carefully reviewed the related party transactions of the company. Based on the prediction of the company’s daily operating related party transactions in the year, we focused on the fairness of the transaction price. We believe that these transactions belong to the necessary business in the daily production and operation of the company and its subsidiaries, the transaction price follows the principles of fairness and impartiality, and the market price is fair, There is no damage to the interests of other shareholders of the company, especially the minority shareholders.
(III) external guarantee and fund occupation
During the reporting period, according to the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee behavior of listed companies and the notice on regulating the external guarantee behavior of listed companies issued by the CSRC, the company conducted necessary understanding and verification on the external guarantee and capital occupation of the company, and prudently expressed independent opinions.
During the reporting period, the non controlling shareholders and their related parties did not occupy the company’s funds,
(IV) appointment of accounting firm
During the reporting period, the company appointed Tianzhi International Certified Public Accountants (special general partnership) as the audit institution in 2021. After review, Tianzhi International Certified Public Accountants (special general partnership) has the qualification to undertake relevant businesses, strong technical force, rich experience, and legal and effective appointment procedures.
(V) annual profit distribution
The company’s 2020 profit distribution plan comprehensively considers the company’s development stage, operation and investment, capital demand and other factors, which is in line with the actual situation of the company, is conducive to the steady operation and sustainable development of the company, and is conducive to maximizing the interests of the company and all shareholders.
(VI) implementation of internal control
After checking the operation of the company’s internal control, we believe that the operation of the company’s internal control mechanism is good and standardized, which can effectively prevent business, investment and financial risks, and no major defects in the design or implementation of internal control are found. 4、 Performance of duties in the special committee
In 2021, I served as the chairman of the audit committee, reviewed the internal audit work report and audit work plan submitted by the discipline Audit Department of the company, presided over two audit committee meetings, fully communicated with the accounting firm on the matters needing attention in the annual report audit and put forward suggestions.
5、 Site office and inspection
In 2021, I took the opportunity of attending the board of directors, shareholders’ meeting and other irregular visits to communicate with the directors, supervisors, senior managers and heads of relevant departments of the company, focusing on the preparation of the company’s regular reports, risk prevention and control, related party transactions, key projects and other aspects, expressing my views or suggestions, and actively paying attention to the media Network reports about the company and get the relevant information of the company in time. 6、 Implement the protection of the legitimate rights and interests of public shareholders
During the reporting period, I actively and seriously self-study relevant laws, regulations, rules and regulations and the knowledge necessary for the performance of duties of independent directors, improve my ability to perform duties, and constantly enhance my ideological awareness of protecting the rights and interests of shareholders of the company and the public. Deeply understand the company’s standardized governance, financial operation, improvement and implementation of internal control system, and when the board of directors deliberates the proposals involving the rights and interests of public shareholders, vote carefully from the perspective of protecting the legitimate rights and interests of public shareholders, solidly and effectively perform their duties and protect the rights and interests of investors. 7、 Other work
(I) there is no proposal to convene an interim Board of directors.
(II) there is no proposed appointment or dismissal of accounting firms.
(III) there is no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to perform my duties, make use of my professional knowledge and experience, provide positive suggestions for the scientific decision-making of the board of directors of the company, and earnestly safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. Here, I would like to thank the directors, supervisors, senior managers and relevant staff of the company for their support for my work in 2021! 8、 Contact information: Email: [email protected].
Independent director: he Chunhai
March 9, 2002
Report on the work of independent directors in 2021
In accordance with the provisions of the company’s independent directors act and the Securities Act of 2021 and the company’s independent shareholders act, I earnestly perform the duties of safeguarding the interests of minority shareholders, especially the interests of minority shareholders. During the reporting period, the company focused on the audit of the company’s annual report, regular reports, risk control, related party transactions, key projects and other matters, carefully expressed independent opinions on relevant matters and paid attention to work effectiveness. Now the performance of duties in 2021 is reported as follows: I. attendance at the meeting of the board of directors
In 2021, I attended five Board meetings, carefully reviewed the relevant materials of the meeting and fully understood the feasibility and details of each topic; Deliberated the proposals carefully, put forward reasonable suggestions on some proposals, exercised the voting rights in a prudent manner, and voted for the proposals submitted to the board of directors for deliberation without objection or abstention, which played a positive role in making scientific decisions for the board of directors of the company. In 2021, there was no absence and no other independent director was entrusted to attend the meeting on his behalf. 2、 Independent opinions
In 2021, based on my independent and objective judgment, I expressed independent opinions on the following matters in accordance with the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations of the CSRC, as well as the provisions of the articles of association and the working system of independent directors:
1. On September 28, 2021, the company held the first meeting of the seventh board of directors. I expressed my independent opinions on the matters related to the major asset restructuring of the joint venture funded by the company, and believed that the major asset restructuring of the company met the requirements of relevant laws and regulations and securities regulatory rules, which was conducive to further improving the comprehensive competitiveness of the company, Expanding business scale and enhancing sustainable profitability and risk resistance are in line with the long-term development of the company and the interests of all shareholders of the company.
2. On October 28, 2021, the company held the third meeting of the seventh board of directors. I was deeply concerned about the appointment of general manager, chief accountant, Secretary of the board of directors and deputy general manager, the signing of financial service agreement with COSCO Shipping finance company, the post tenure system of senior managers, contractual management regulations and supporting systems The company’s 2021 business responsibility statement and annual assessment form of senior management have expressed agreed independent opinions.
3. On December 13, 2021, the company held the fourth meeting of the seventh board of directors. I expressed my independent opinions on the proposal on the acquisition of land of Haikou Xinhai ro Ro Terminal passenger transport comprehensive hub project and projects under construction under PPP mode.
3、 Key matters of my annual performance
(I) during the preparation of the annual report, based on the full understanding of the company’s annual production and operation and the progress of major events, prompt the key issues to be paid attention to in the annual report audit, review the unaudited financial statements submitted by the company’s financial department and the preliminary audit results of the annual financial report issued by the annual audit certified public accountant, and put forward opinions, Urge the accounting firm to submit the audit report within the agreed time, put forward reasonable suggestions on the problems existing in the operation and management, promote the improvement of the company’s management, and ensure the authenticity, accuracy and integrity of the company’s annual report information.
（2） Related party transactions
During the reporting period, we carefully reviewed the related party transactions of the company. Based on the prediction of the company’s daily operating related party transactions in the year, we focused on the fairness of the transaction price. We believe that these transactions belong to the necessary business in the daily production and operation of the company and its subsidiaries, the transaction price follows the principles of fairness and impartiality, and the market price is fair, There is no damage to the interests of other shareholders of the company, especially the minority shareholders.
(III) external guarantee and fund occupation
During the reporting period, according to the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee behavior of listed companies and the notice on regulating the external guarantee behavior of listed companies issued by the CSRC, the company conducted necessary understanding and verification on the external guarantee and capital occupation of the company, and prudently expressed independent opinions.
During the reporting period, the company did not occupy the non operating funds of the controlling shareholders and their related parties.
(IV) development strategy and major projects
The company’s major projects such as Qiongzhou Strait integration and xinhaigang passenger transport hub have a high degree of fit with the company’s main business and are progressing smoothly, which has effectively improved the company’s asset scale and profitability.
(V) implementation of internal control
After checking the operation of the company’s internal control, we believe that the operation of the company’s internal control mechanism is good and standardized, which can effectively prevent business, investment and financial risks, and no major defects in the design or implementation of internal control are found. 4、 Performance of duties in the special committee
The company has established a contract based and personalized management committee for the appointment and assessment of senior members, and established a contract based and personalized management committee for the appointment and withdrawal of senior members during the term of office.
I believe that the evaluation system based on the tenure target management responsibility system established by the company is scientific and reasonable, the incentive mechanism is fair and just, and the determination and payment of salary comply with the relevant provisions of the company’s salary management and performance evaluation system. 5、 Site office and inspection
In 2021, I took advantage of the opportunity to attend the board of directors, general meeting of shareholders and other irregular visits to communicate with the directors and supervisors of the company
