2021 annual report of independent directors
As an independent director of the 5th board of directors of Guangzhou Haige Communications Group Incorporated Company(002465) (hereinafter referred to as “the company”), during my tenure in 2021, I gave full play to the role of independent directors in strict accordance with the provisions of the company law, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the requirements of the Guangzhou Haige Communications Group Incorporated Company(002465) Charter (hereinafter referred to as “the articles of association”) and the working system of independent directors Carefully, seriously and diligently exercised the rights conferred by the company and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my work during my tenure in 2021 as follows:
1、 Attendance and voting in 2021
In 2021, in strict accordance with the requirements of relevant laws, regulations and rules, I was diligent and conscientious during my tenure. I attended the Fifth Board meeting of the year held by the company, attended the general meeting of shareholders of the company, carefully reviewed the proposal of the board meeting and relevant materials, actively participated in the discussion and put forward reasonable suggestions, and played an important role in the correct and scientific decision-making of the board of directors.
This year, the company held 10 meetings of the board of directors and 2 meetings of shareholders. The details of my attendance at the meeting are as follows:
The name of the independent director shall be the number of times of actually attending the board of directors and entrusted to attend the general meeting of shareholders
Li Xinchun 10 100 1
I voted in favor of the proposals considered by the 10th board of directors.
The board of directors and general meeting of shareholders convened and held by the company comply with legal procedures, and the relevant procedures have been performed for major business decision-making and other major matters, which are legal and effective. During the reporting period, I did not raise any objection to the proposals and other matters of the board of directors of the company.
2、 Opinions of independent directors in 2021
As an independent director of the company during my term of office, I have made in-depth understanding and careful verification of relevant matters in 2021 with a serious and realistic attitude, and jointly expressed independent opinions on relevant matters with other independent directors of the company as follows:
1. Before the 16th meeting of the 5th board of directors of the company, together with several other independent directors, I reviewed the proposal on the proposed transfer of shares of the company and the signing of the letter of intent for equity transfer and related party transactions, the proposal on abandoning the preemptive right to increase capital of the company and related party transactions, and the proposal on the company’s participation in the establishment of equity investment fund and related party transactions, and issued prior approval opinions. At the 16th meeting of the 5th board of directors held on February 1, 2021, the independent opinions on relevant matters of the 16th meeting of the 5th board of directors was issued. For details, please refer to the above independent opinions published on cninfo.com on February 3, 2021.
2. Before the 17th meeting of the 5th board of directors of the company, I and several other independent directors reviewed the proposal on the prediction of the company’s daily connected transactions in 2021, the proposal on the renewal of the appointment of Lixin Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, and the matters related to the spin off of holding subsidiaries to listing on the gem, and gave their prior approval opinions. At the 17th meeting of the 5th board of directors held on March 19, 2021, the independent opinions on relevant matters of the 17th meeting of the 5th board of directors was issued. For details, please refer to the above independent opinions published on cninfo.com on March 20, 2021.
3. On April 23, 2021, at the 18th meeting of the 5th board of directors held by the company, the independent opinions on relevant matters of the 18th meeting of the 5th board of directors were issued on the company’s proposal on the change of accounting estimates and the proposal on the change of accounting policies. For details, please refer to the above independent opinions published on cninfo.com on April 24, 2021.
4. Before the 19th meeting of the 5th board of directors of the company, together with several other independent directors, I reviewed the proposal on the acquisition of part of the equity and related party transactions of Changsha Haige Beidou Information Technology Co., Ltd. and issued prior approval opinions. At the 19th meeting of the 5th board of directors held on May 24, 2021, the independent opinions on relevant matters of the 19th meeting of the 5th board of directors was issued. For details, please refer to the above independent opinions published on cninfo.com on May 26, 2021.
5. On August 19, 2021, at the 21st Meeting of the 5th board of directors held by the company, the independent opinions on relevant matters of the 21st Meeting of the 5th board of directors were issued on matters such as the special report on the deposit and use of raised funds in the half year of 2021. For details, please refer to the above independent opinions published on cninfo.com on August 21, 2021.
6. Before the 23rd Meeting of the 5th board of directors of the company, I reviewed the proposal on increasing the forecast of daily connected transactions in 2021 together with several other independent directors and gave my prior approval opinions. At the 23rd Meeting of the 5th board of directors held on October 26, 2021, the independent opinions on relevant matters of the 23rd Meeting of the 5th board of directors was issued. For details, please refer to the above independent opinions published on cninfo.com on October 27, 2021.
7. On December 22, 2021, at the 25th meeting of the 5th board of directors held by the company, the independent opinions on the appointment of the company’s deputy general manager were issued on the company’s proposal on the appointment of the company’s deputy general manager. For details, please refer to the above independent opinions published on cninfo.com on December 23, 2021. 3、 On site investigation of the company
As an independent director of the 5th board of directors of the company, during my tenure in 2021, I took advantage of the opportunity of convening the board of directors, the general meeting of shareholders and other time to make on-site visits to the company’s production sites and subsidiaries, listen to the report of the company’s management on the operation status and standardized operation, and maintain close contact with the Secretary of the board of directors, senior managers and relevant staff of the company by telephone, e-mail and other means, Have an in-depth understanding of the company’s operation, finance and corporate governance, actively consult and inquire the information and materials required for making decisions, and use professional knowledge to put forward relevant opinions and suggestions for the company; Pay attention to the news reports of the media and network related companies, timely learn the progress of major events of the company, and master the operation dynamics of the company. In addition, it has effectively supervised and inspected the performance of directors and senior executives, fully fulfilled the responsibilities of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and the majority of investors.
4、 Work of special committees of the board of directors
During my tenure, as the chairman of the remuneration and assessment committee and the member of the nomination committee of the board of directors of the company, I mainly performed the following duties in 2021:
(I) remuneration and assessment committee
In 2021, he presided over a meeting of the remuneration and assessment committee, deliberated and approved the proposal on the remuneration assessment of senior managers in 2020 and the performance assessment objectives in 2021, and submitted it to the board of directors of the company for deliberation.
(II) Nomination Committee
Participated in one nomination committee meeting in 2021, deliberated and approved the proposal on the appointment of deputy general manager of the company, and submitted it to the board of directors of the company for deliberation.
5、 Work done to protect the legitimate rights and interests of public shareholders
(I) perform duties diligently and express opinions objectively
As an independent director of the company, I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the independent director system of the company, attend the board meeting of the company in person on time, carefully consider various proposals, communicate and exchange opinions with the management in time, objectively express my opinions and views, make independent and impartial judgments by using my professional knowledge, and effectively protect the interests of minority shareholders.
(II) supervise the company’s information disclosure
As an independent director of the company, I continue to pay attention to the company’s information disclosure and the reports of the public media on the company, and actively assist and urge the company to carry out information management and disclosure in strict accordance with the measures for the administration of information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions.
In 2021, the company was able to disclose information truthfully, accurately, completely, timely and fairly in accordance with the requirements of relevant laws and regulations, deeply carry out corporate governance, continuously promote the company’s legal and standardized operation, and effectively safeguard the legitimate rights and interests of the company’s shareholders.
(III) improve their ability to perform their duties
I have actively studied the relevant regulations, normative documents and other relevant documents newly issued by China Securities Regulatory Commission, Shenzhen Stock Exchange and Guangdong securities regulatory bureau, further deepened the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of minority shareholders, continuously improved my ability to perform my duties, and provided better suggestions for the company’s scientific decision-making and risk prevention, Earnestly safeguard the legitimate rights and interests of the public and shareholders.
6、 Other work performed by independent directors
(I) responsibilities of annual report
During the preparation of the company’s 2021 annual report, I carefully listened to the report of the company’s management on the annual operation and the progress of major matters such as foreign investment and market development, and listened to the report of the company’s financial director on the company’s annual financial situation and operating results; Master the audit work arrangement and progress of 2021 annual report, actively communicate with the annual audit certified public accountant, cooperate with the other two independent directors and jointly discuss relevant matters.
(II) there is no proposal to convene the board of directors.
(III) there is no proposal to hire or dismiss an accounting firm halfway.
(IV) there is no independent employment of external audit institutions and consulting institutions.
In 2022, I will continue to study relevant laws and regulations and relevant documents of China Securities Regulatory Commission and Shenzhen Stock Exchange in the spirit of integrity, diligence and responsibility to the company and all shareholders, faithfully perform the duties of independent directors, give full play to the role of independent directors, provide reference opinions for the scientific decision-making of the board of directors, promote the standardized operation of the company, and establish a good market image of honesty and trustworthiness of the company, Safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. I would like to express my heartfelt thanks to the management for their active assistance during my tenure in the board of directors!
Independent director: Li Xinchun
March 24, 2022
