Hunan Xiangjia Animal Husbandry Company Limited(002982)
Report on the work of independent directors in 2021 (Xiao Haijun)
As an independent director of the third and fourth board of directors of Hunan Xiangjia Animal Husbandry Company Limited(002982) (hereinafter referred to as “the company”), in accordance with the company law, the guidelines for the governance of listed companies of China Securities Regulatory Commission, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the provisions and requirements of the articles of association, independent director system and other relevant rules and regulations, in my work in 2021, I made great efforts to play the role of independent directors, diligently and conscientiously, actively attended relevant meetings, carefully considered various proposals of the board of directors, and effectively safeguarded the interests of the company and shareholders. The report on the performance of the duties of independent directors in 2021 is as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
In 2021, the board of directors of the company held 16 meetings in total. I should attend 16 meetings and attend 16 meetings in person. There was no absence or entrusted others to attend.
In 2021, the company held 3 extraordinary general meetings and 2020 annual general meeting. I should attend the meeting 4 times and personally attend the meeting 4 times without absence.
In 2021, after careful deliberation, there was no objection to the proposals and related matters submitted to the board of directors for deliberation, and they were all approved. The convening and convening of the board of directors in 2021 comply with relevant regulations, and the relevant decision-making procedures are legal and effective, which is in line with the interests of the company and shareholders.
2、 Expression of independent opinions
In 2021, as an independent director, I took the initiative to understand and obtain the information and materials needed to make decisions before the board meeting. At the meeting, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions. In 2021, in accordance with relevant laws, regulations and relevant systems, I expressed agreed independent opinions on the following matters of the company:
No. meeting time meeting name matter opinion type
About the company’s public issuance of convertible corporate bonds
Independent opinion on matters
Report on the use of the company’s previously raised funds
1. The second independent opinion of the third board of directors in January 2021 agreed that the company plans to formulate Hunan Xiangjia animal husbandry Co., Ltd. at the 18th Meeting on January 11
Independent opinions on the management system of raised funds of the company
On the appointment of Zhao Kecheng as vice president of the company
Opinions
On February 5, 2021, the second session of the third session of the board of directors “proposal on ratification of related party transactions of Sun company”
On February 2, the 19th meeting agreed to the proposal on the renewal of houses of related parties by subsidiaries
Independent opinions on 2020 profit distribution plan
About the company’s self evaluation report on internal control in 2020
Independent opinion of the report
Special report on annual deposit and use of raised funds
Independent opinion on the report
On the report on the use of previously raised funds
Opinions
3. In March 2021, the third session of the third board of directors agreed to renew the independent opinion of the audit institution in 2021 at the 11th meeting on March 15
About directors, supervisors and senior managers in 2021
Independent opinions on salary scheme
About the company’s estimated daily related party transactions in 2021
separate opinion
Independent opinions on changes in accounting policies
About the occupation of the company’s assets by controlling shareholders and other related parties
Special description and independent guarantee of the company
opinion
On adjusting the company’s public issuance of convertible corporate bonds
Independent opinions on the issuance plan
On the plan for public issuance of convertible corporate bonds
(Revised Version)
About the company’s public offering of convertible corporate bonds
Of the feasibility analysis report on the use of funds (Revised Version)
separate opinion
On the dilution of convertible corporate bonds issued by the company to the public
In April 2021, the third spot return, filling measures and commitments of relevant subjects of the third board of directors
The independent opinions of the 12th meeting (Revised Version) on April 13 agreed on Hunan Xiangjia Animal Husbandry Company Limited(002982) convertible
Of the rules for the meeting of corporate bondholders (Revised Version)
separate opinion
On the dilution of convertible corporate bonds issued by the company to the public
Immediate return, filling measures and commitments of relevant entities
(Revised Version)
About Hunan Xiangjia Animal Husbandry Company Limited(002982) convertible
Of the rules for the meeting of corporate bondholders (Revised Version)
separate opinion
5. In May 2021, the third session of the third board of directors independently agreed on the report on the use of the previously raised funds and made comments at the 14th Meeting on May 11
The third session of the third board of directors in May 2021 on the election of non independent directors
On June 25th, the 15th meeting agreed on the election of independent directors by the board of directors
7. Opinions of the 11th meeting of the first independent consent on the proposal on the appointment of senior managers of the company of the Fourth Board of directors in June 2021
8. Proposal on the 11th meeting of the Fourth Board of directors on investment and establishment of holding subsidiaries and related party transactions in August 2021
On the deposit and use of raised funds in the half year of 2021
Independent opinions on the special report on the situation
In August 2021, the third of the Fourth Board of directors made an independent decision on the by election of independent directors of the Fourth Board of directors
At the meeting on September 25th, it was agreed that the controlling shareholders and other related parties occupied the company’s assets
Special description and independent guarantee of the company
opinion
10. Opinions of the 28th meeting of the 4th board of directors on the independent agreement on providing guarantee for the loan of the holding Sun company in September 2021
11. Opinions of the 5th meeting of the 4th board of directors on the 18th meeting of independent consent on providing guarantee for the financing of wholly-owned subsidiaries in October 2021
12. In December 2021, the 8th meeting of the 4th board of directors agreed to the independent opinion on extending the validity period of the 28th meeting of the public issuance of convertible corporate bonds
3、 Work of professional committees of the board of directors
As the chairman of the remuneration and assessment committee of the board of directors, I earnestly perform my duties in accordance with the articles of association and the working rules of the remuneration and assessment committee of the board of directors.
In 2021, the remuneration and assessment committee of the board of directors held a meeting to review the remuneration of directors and senior managers in 2021, give full play to the supervision responsibilities of the special committee of the board of directors on relevant matters, and safeguard the legitimate rights and interests of the company and shareholders.
As a member of the nomination committee of the board of directors, I earnestly performed my duties in accordance with the articles of association and the working rules of the nomination committee of the board of directors. The nomination committee conducted qualification examination on the board of directors and senior managers of the company. Participated in three nomination committee meetings this year, discussed the election of directors and senior managers, gave full play to the supervision responsibilities of the special committee of the board of directors on relevant matters, and safeguarded the legitimate rights and interests of the company and shareholders.
4、 On site investigation of the company
In 2021, I visited the company on site, actively communicated with other directors, supervisors and senior managers of the company, and understood the project situation, internal control and financial situation of each region of the company from many angles and aspects; Keep close contact with other directors, supervisors, senior managers and relevant staff of the company, timely learn the progress of major matters of the company, always pay attention to the impact of external environment and market changes on the company, actively put forward suggestions on the operation and management of the company, and perform the duties of independent directors.
5、 Other matters
In 2021, I did not propose to hold a meeting of the board of directors separately; There is no proposal to hire or dismiss an accounting firm; There is no independent engagement of external audit institutions and consulting institutions; No objection was raised to other matters related to the company such as the proposal of the non board meeting.
6、 Contact information
My name: Xiao Haijun
Contact information: [email protected].
Thank the board of directors, management and relevant personnel of the company for their active and effective cooperation and support in the performance of my duties. In 2022, I will continue to be diligent and responsible in accordance with the provisions and requirements of relevant laws, regulations, normative documents and the articles of Association for independent directors, and make use of my professional knowledge and experience to contribute to the development strategy, internal control and optimized management of the company
