Holsin Engineering Consulting Group Co.Ltd(603909)
Report on the work of independent directors in 2021
In accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the articles of association, the working system of independent directors and other systems, as independent directors of Holsin Engineering Consulting Group Co.Ltd(603909) (hereinafter referred to as “the company” or ” Holsin Engineering Consulting Group Co.Ltd(603909) “), we earnestly performed the duties of independent directors in our work in 2021, Actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on relevant matters, give full play to the role of independent directors, and strive to safeguard the interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
Guo Xiaodong: male, born in 1968, Chinese nationality, without overseas residency, doctor of law, EMBA, Chinese practicing lawyer and certified tax agent. He has successively served as director and chief partner of Fujian Avenue Zhixing law firm, independent director of Fujian Shenzhou Electronics Co., Ltd., Xiamen xintaiyang Co., Ltd. Luyan Phapma Co.Ltd(002788) independent director, supervisor of Xiamen dingchengxing Investment Management Co., Ltd., director of Xiamen Dongfang wanliyuanshi Co., Ltd., honorary director and senior partner of Beijing Guantao (Xiamen) law firm, Xiamen Anne Co.Ltd(002235) independent director, etc. At present, he is the honorary director and senior partner of Beijing Guantao Zhongmao (Xiamen) law firm, and concurrently serves as the independent director of Xiamen Zongheng Group Co., Ltd. (non listed company), Huaxia Ophthalmic Hospital Group Co., Ltd. (non listed company), Xiamen King Long Motor Group Co.Ltd(600686) , Ylz Information Technology Co.Ltd(300096) , Zhonghong Pulin Medical Products Co.Ltd(300981) and Zhonghong Pulin Medical Products Co.Ltd(300981) . He has been an independent director of the company since June 2018.
Tang Yanzhao: male, born in 1968, Chinese nationality, without overseas residency, doctor of management science and engineering of Huazhong University of science and technology, professor and doctoral supervisor of the school of management of Xiamen University. He has been engaged in organization management and grass-roots management in the organization department and workshop of the Party committee of Wuhan Metallurgical equipment manufacturing company, and engaged in theoretical research and evaluation of venture capital in the Institute of pharmaceutical science and technology development of China Academy of science and technology. He is currently teaching in Xiamen University. During the period, he went to University of Newcastle and University of Illinois, Urbana-Champaign to study. He also served as a visiting scholar in Manchester University and Baisen business school and served as an independent director of Fujian Longma Environmental Sanitation Equipment Co.Ltd(603686) , Luyan Phapma Co.Ltd(002788) and Xiamen Guang Pu Electronics Co.Ltd(300632) . He has been an independent director of the company since November 2019.
Lin Chaonan: male, born in 1975, Chinese nationality, without overseas residency, doctor of management, Chongqing University. He is currently an associate professor in the accounting department of the school of management of Xiamen University, mainly engaged in teaching and research in the fields of financial accounting, financial management and corporate governance. Mr. Lin Chaonan also serves as Annil Co.Ltd(002875) , Hengfeng Information Technology Co.Ltd(300605) independent director and Xin Hee Co.Ltd(003016) chairman of the board of supervisors. He has been an independent director of the company since February 2021.
As independent directors of the company, we all have the independence required by laws and regulations, and maintain objective and independent professional judgment in performing our duties. There is no situation affecting our independence.
2、 Annual performance of independent directors
（1） Attendance at meetings
In 2021, the company held 9 meetings of the board of directors, 1 meeting of the strategy committee, 4 meetings of the audit committee, 2 meetings of the nomination committee, 1 meeting of the remuneration and assessment committee and 4 meetings of shareholders. Among them, the attendance of independent directors at the board of directors and the general meeting of shareholders is as follows:
Attendance at the board of directors attendance at the general meeting of shareholders whether the name of the directors is independent whether the directors should attend the meeting in person in this year whether they are absent by means of communication entrustment whether they attend the shareholders’ directors and the board of directors for two consecutive times the number of times they do not attend the meeting in person plus the number of times Number of meetings
Guo Xiaodong is 9 8 1 0 0 No 4
Tang Yanzhao is 9 9 9 0 0 0 No 4
Lin Chaonan is 8 5 2 1 0 No 3
Through on-site meetings and communication voting, we actively participated in all meetings that should be attended, carefully considered various proposals, actively participated in the discussion of the meeting, and exercised our voting rights independently, objectively and prudently. The convening of the board of directors, special committees and general meeting of shareholders of the company complied with legal procedures, and all major business decisions were carried out in accordance with relevant procedures, which were legal and effective, and all proposals were passed.
（2） On site investigation and cooperation of listed companies
Holsin Engineering Consulting Group Co.Ltd(603909) has provided necessary working conditions and strong support for all independent directors to perform their duties as independent directors. We fully understand the company’s operation through listening to reports and field visits, and actively use professional knowledge to promote the scientific decision-making of the company’s board of directors.
3、 Key issues of independent directors’ annual performance
In 2021, we focused on the following matters. After checking relevant materials, we made independent and clear judgments on the legality and compliance of relevant decisions, implementation and disclosure of various matters, and issued independent opinions or approval opinions. The details are as follows:
（1） Related party transactions
In strict accordance with the provisions of relevant laws and regulations and the articles of association, we checked and understood the related party transactions occurred in the daily production and operation of the company. Except for the subsidiaries within the scope of merger, the company did not have related party transactions in 2021.
（2） External guarantee and fund occupation
In 2021, the company can strictly implement relevant regulations and strictly control the risks of external guarantee and capital occupation.
1. External guarantee
The 25th meeting of the third board of directors of the company considered the proposal on the company and its holding subsidiaries applying for comprehensive credit line and providing guarantee to banks and other institutions. We believe that the guarantee meets the actual needs of enterprise operation, provides financing guarantee for the company’s production and operation activities, further improves the economic benefits of the enterprise, and the object of the guarantee provided by the company is the holding subsidiary, It can effectively prevent and control the guarantee risk without damaging the interests of the company and minority shareholders; The proposal on providing counter guarantee for related parties by the company was reviewed. During the deliberation of this proposal, the related directors avoided voting, with legal procedures and sufficient basis. The company’s provision of counter guarantee for related parties meets the requirements of relevant laws and regulations and will not damage the interests of the company and other non related shareholders, especially small and medium-sized shareholders.
In addition to the above external guarantees, the company does not have any illegal guarantees, and there is no overdue guarantee throughout the year.
2. Occupation of funds
The company does not provide funds directly or indirectly to controlling shareholders or their related parties for use in violation of regulations, nor does it provide funds directly or indirectly to other related parties other than non holding subsidiaries for use in violation of regulations.
（3） Use of raised funds
The previous raised investment project of the company was completed and closed in 2020. In 2021, the company did not conduct a new round of refinancing, and there was no use of raised funds.
（4） Nomination and remuneration of directors and senior executives of the Fourth Board of directors of the company
The term of office of the third board of directors of the company has expired, and the replacement of the board of directors will be carried out in December 2021. The nomination, deliberation and voting procedures of directors and senior executives of the Fourth Board of directors of the company comply with the relevant provisions of the company law and the articles of association, which are legal and effective. The qualifications of directors and senior executives of the company meet the requirements of serving as directors and senior executives of listed companies, can meet the requirements of post responsibilities, have corresponding qualifications and abilities, and there is no situation prohibited by the company law and other relevant regulations.
2. Executive compensation
In 2021, the company can strictly implement the remuneration of directors, supervisors and senior managers and relevant incentive and assessment systems. The procedures of business performance assessment and remuneration payment comply with the provisions of relevant laws, regulations, articles of association and rules and regulations.
（5） Performance forecast and performance express
In 2021, the company did not issue performance forecast and performance express.
（6） Appointment or replacement of accounting firms
In 2021, in order to maintain the continuity of the company’s audit work, the company decided to continue to employ Beijing Xinghua certified public accountants as the audit institution in 2021. The review procedures for the appointment of audit institutions by the company are legal and effective, and comply with the provisions of the company law, the articles of association and relevant laws and regulations.
（7） Cash dividends and other investor returns
In 2021, the company formulated the profit distribution plan of paying cash dividend of 0.66 yuan (including tax) for every 10 shares and adding 4 shares for every 10 shares (all converted from the capital reserve formed by the issuance premium of the company’s shares) in 2020. The profit distribution plan comprehensively considers the actual situation and future development of the company, the requirements and wishes of shareholders, attaches importance to the return on investment to public shareholders, and complies with the provisions of relevant laws, regulations and the articles of association. The above equity distribution has been implemented.
（8） Performance of commitments of the company and shareholders
In 2021, the company’s disclosure of relevant commitments is true and sufficient, and there is no situation that should be disclosed but not disclosed. At the same time, during the reporting period, the company was able to actively urge the commitment parties to ensure that all relevant commitments were fulfilled in a timely and effective manner.
（9） Implementation of information disclosure
In 2021, the company performed the obligation of information disclosure in strict accordance with the provisions of relevant laws and regulations, and the contents of the announcement were true, accurate, complete and timely. During the reporting period, the company issued 87 temporary announcements and 4 regular reports. The company strictly abided by the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association, the measures for the administration of information disclosure and other relevant provisions, and truly, accurately, completely, timely and fairly fulfilled the obligation of information disclosure.
（10） Implementation of internal control
In 2021, the company will continue to improve its internal control system in strict accordance with regulatory requirements, further strengthen the implementation and implementation of internal control norms, and ensure that internal control can cover all links at the company level and business level. The company has conducted self-evaluation on the effectiveness of the company’s internal control design and operation in 2021 in accordance with the requirements of relevant laws and regulations such as the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and the guidelines for the internal control of listed companies on Shanghai Stock Exchange, and hired Beijing Xinghua Certified Public Accountants (special general partnership) to conduct external audit on the company’s internal control, The accounting firm issued a standard unqualified internal control audit report. As independent directors, we believe that the company’s internal control management system can comply with the provisions of relevant laws and regulations and the actual situation of the company, and be effectively implemented to ensure the standardized operation and healthy development of the company.
（11） Operation of the board of directors and its subordinate special committees
As members of the audit committee, remuneration and assessment committee, strategy committee and Nomination Committee of the board of directors of the company, all independent directors actively carry out work in accordance with the working rules and responsibilities of the special committee of the board of directors of the company, review periodic reports, financial information and disclosure process, hire the company’s annual audit institution and internal control audit institution, profit distribution plan for 2020, the company’s counter guarantee for related parties The outline of the company’s five-year (20212025) development strategic plan, the nomination of non independent directors and independent directors by the company’s board of directors and other major issues have given full play to the important role of the special committee in the work of the board of directors.
4、 Overall evaluation and recommendations
In 2021, the directors, supervisors, senior managers and relevant personnel of the company gave strong support and cooperation to the independent directors in performing their duties. We hereby express our heartfelt thanks.
As an independent director of the company, during the performance of duties in 2021, we earnestly performed our duties, participated in the decision-making of major matters of the company, and performed our duties prudently, faithfully and diligently in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association and the working system of independent directors, Give full play to the role of independent directors and safeguard the overall interests of the company and the legitimate rights and interests of shareholders, especially minority shareholders.
In 2022, we will continue to keep abreast of the company’s business trends in a timely manner in the spirit of integrity and diligence, carefully study the spirit of relevant laws, regulations and regulatory documents, earnestly perform the obligations of independent directors in accordance with relevant regulations, give full play to our professional and independent role, and safeguard the legitimate rights and interests of all shareholders.
Independent directors: Guo Xiaodong, Tang yanzhao, Lin Chaonan March 22, 2022
