Zhuhai Huajin Capital Co.Ltd(000532)
2021 annual report of independent directors
As independent directors of Zhuhai Huajin Capital Co.Ltd(000532) (hereinafter referred to as “the company”), in our work in 2021, in accordance with the provisions and requirements of the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the company charter and other relevant laws and regulations, we performed our duties diligently, faithfully and actively attended relevant meetings, Carefully review the proposals of the board of directors, express independent opinions on major issues, strive to safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders, and do not violate laws, regulations, the articles of association or damage the interests of the company and shareholders when performing their duties. We hereby report to the board of directors on our performance of duties in 2021 as follows:
1、 Attendance at meetings
1. Attendance at the general meeting of shareholders and the board of directors as nonvoting delegates
In 2021, the company held 4 general meetings of shareholders and 13 meetings of the board of directors by on-site and communication voting. Before the board meeting, take the initiative to understand the situation and obtain the information required before making decisions, review the relevant materials of the meeting in detail, attend the board meeting on time and review the proposals of the meeting. At the meeting, we carefully considered the proposal, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in making scientific decisions for the board of directors of the company. Our attendance at the board meeting this year is as follows:
Independent directors are entrusted by the correspondent to be absent on site during the reporting period. Whether the names of shareholders attending the meeting twice in a row should attend the board meeting in the form of directors. The number of times the board of directors did not personally attend the general meeting, the number of meetings, the number of meetings, the number of meetings, the number of meetings of the board of directors
Huang Yanfei 13 1 12 0 0 0 No 1
Li Wenjing 3 0 3 0 0 0 No 0
Wang huaibing 13 1 1200 No 1
An Shouhui 13 1 12 0 0 0 No 1
Dou Huan 10 1 9 0 0 0 No 1
Note: the company held the second extraordinary general meeting of shareholders in 2021 on March 24, 2021 to elect the board of directors. Among them, Mr. Li Wenjing, the former independent director, resigned upon expiration, Ms. Huang Yanfei, Mr. Wang huaibing and Mr. an Shouhui, the independent directors, continued to serve as independent directors of the 10th board of directors of the company, and Ms. Dou Huan was newly elected as the 10th independent director of the company.
2. Attendance at special committees of the board of directors
In 2021, the company held 12 meetings of the special committee of the board of directors, including 7 meetings of the audit committee
Meetings, 2 nomination committees and 3 remuneration and assessment committees. We all attended various meetings and attended the meeting
The discussion is as follows:
Whether the independent directors actually participated in the entrusted attendance and were absent for two consecutive times during the reporting period
Name required number of times to attend the meeting remarks of not attending the meeting in person
frequency
At present, Huang Yanfei is a member of the audit committee, nomination committee, salary and assessment committee and Strategy Committee, and serves as the chairman of the audit committee
Dou Huan is currently a member of the nomination committee
At present, Wang huaibing is a member of the audit committee, nomination committee, remuneration and assessment committee, a member of the strategy committee, and serves as the chairman of the remuneration and assessment committee
Is an Shouhui currently a member of the salary and assessment committee
Did Li Wenjing ever serve as the chairman of the nomination committee
2、 Independent opinions
Our independent opinions during the reporting period are as follows:
Time meeting name independent opinion item opinion type
The independent opinions of the 9th board of directors in 2021 on the company’s non-public offering of A-Shares agreed
Independent consent on joint foreign investment and related party transactions between the company and related parties at the 35th meeting on January 19
The independent opinions of the 9th board of directors on the general election of the board of directors in 2021 agreed to the 36th meeting on March 5
The independent opinion of the 9th board of directors in 2021 on the profit distribution plan in 2020 was agreed
At the 37th meeting on March 23, the independent opinions on the company’s 2020 internal control evaluation report were agreed
Consent on capital occupation and related party transactions of controlling shareholders and other related parties
Independent opinions on the external guarantee of the company and its subsidiaries agree
Independent agreement on the provision for asset impairment and the scrapping and write off of some assets
Independent opinions on the continuous risk assessment report of Zhuhai HUAFA Group Finance Co., Ltd
Independent opinion on the renewal of accounting firm
Independent opinions on renewing the financial services agreement and related party transactions
Independent opinion on providing financial assistance to the holding subsidiary
The independent consent of the 10th board of directors in 2021 on the election of chairman and vice chairman and the appointment of senior managers was made at the first meeting on March 24
The independent opinion of the 10th board of directors in 2021 on the implementation of the new leasing standards and the change of relevant accounting policies was agreed
Independent opinions of the second meeting on April 22 on signing the construction contract of fine decoration project of Zhihui Bay innovation center and the consent of related parties
The independent opinions of the 10th board of directors in 2021 on the performance appraisal and remuneration of senior managers in 2020 agreed to the third meeting on May 12
Independent consent of the 10th board of directors in 2021 on the holding subsidiary’s application for loan from the bank with its own assets as collateral opinions of the 4th meeting on July 12
Opinions of the 10th board of directors in 2021 on terminating the non-public offering of A-Shares and withdrawing the application documents
Opinions of the fifth meeting of shareholders on the execution of conditions for non-public offering of shares and the termination of the agreement on the execution of the contract on the fifth day of July
Independent consent on capital occupation and related party transactions of controlling shareholders and other related parties
Independent opinions on external guarantee of the company and its subsidiaries
Independent opinion on Zhuhai HUAFA Group Finance Co., Ltd.’s 2021 semi annual risk continuous assessment report agreed to the assessment report of the 10th board of directors in 2021
At the 6th meeting on August 25, the independent opinions on adjusting the allowance of external directors of the company were agreed
Independent consent on the insurance of liability insurance for the company and its directors, supervisors and senior managers
Independent opinions on the provision for asset impairment and the scrapping and write off of some assets
In 2021, the 10th board of directors agreed to the independent opinions of the 7th Meeting on October 19 on signing the entrusted operation contract and related party transaction of Zhihui Bay Innovation Center project
The independent opinions of the 10th board of directors on Revising the company’s enterprise annuity plan in 2021 agreed to the 8th meeting on December 28
3、 On site inspection
We continue to pay attention to the operation and management of the company through telephone, e-mail, video conference and other means
Communicate with directors, supervisors and senior managers of the company, and listen to the opinions of the company’s management on the company’s financial affairs
Report the business status and operation status of the company, timely understand the operation and social status of the company, and master the economic and social situation of the company
Battalion dynamics.
4、 Work done in protecting the rights and interests of investors
1. Effectively perform the duties of independent directors. In 2021, we performed our duties diligently and faithfully as independent directors
Responsibilities, timely understand the company’s operation, internal control and investor relations management, and carefully consult the public
The relevant documents and materials of each proposal of the board of directors of the company, using their own professional knowledge and work experience, independently
Exercise voting rights in a timely, objective, impartial and prudent manner, and express independent opinions on relevant matters to ensure that the directors
The meeting made scientific and democratic decisions and safeguarded the legitimate rights and interests of the company and minority shareholders.
2. Continue to pay attention to the company’s information disclosure and give full play to the supervisory role of independent directors. Urge the public
The company strictly follows the Listing Rules of Shenzhen Stock Exchange and the Information Disclosure Management Office of listed companies
Information disclosure management regulations such as the law of the people’s Republic of China have prepared periodic reports, interim reports and other information disclosure materials to ensure
The information disclosure of the company in 2021 is timely, true, accurate and complete.
3. Carefully study relevant laws, regulations and rules to further deepen understanding and understanding of investment protection
The rights and interests of investors, the standardization of corporate governance and other laws and regulations, and further improve the ability to perform their duties.
5、 Other matters
1. In 2021, we did not propose to convene the board of directors and the general meeting of shareholders;
2. In 2021, we did not publicly solicit voting rights from shareholders;
3. In 2021, we did not propose to replace or dismiss the accounting firm;
4. In 2021, we did not independently employ external auditors and consultants;
5. In 2021, the number of independent directors was not less than one-third of the number of members of the board of directors
Situation.
The above is our performance report in 2021. In 2022, we will comply with the requirements of various laws and regulations
To continue to perform the duties of independent directors, give full play to the role of independent directors and earnestly safeguard the interests of all shareholders
It is hereby reported.
(there is no text below, and this page is the signature page of the 2021 annual report of Zhuhai Huajin Capital Co.Ltd(000532) independent directors)
Signature of independent director:
Huang Yanfei, Wang huaibing
Dou Huanan Shouhui
