Guangdonghectechnologyholdingco.Ltd(600673)
2021 annual report of independent directors
As an independent director of the 11th board of directors of Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “the company” or ” Guangdonghectechnologyholdingco.Ltd(600673) section”), we hereby report the performance of the duties of independent directors in 2021 as follows:
1、 Basic information of independent directors
The company has three independent directors, accounting for one third of the number of the board of directors, which meets the requirements of relevant laws and regulations on the proportion and professional allocation of independent directors of listed companies. Of which:
Mr. Qin Jiwei: senior accountant, Chartered Certified Public Accountant of China Securities and futures, China certified public valuer, part-time master tutor of Jiangxi University of Finance and economics, master social tutor of accounting major of Nanchang University, director of Jiangxi new Federation and expert of budget performance management of Jiangxi Province. From 1991 to 1994, he worked in Zhuzhou coal washing plant of the Ministry of coal, successively as cashier, accountant and accounting supervisor; From 1994 to 1998, he worked in Zhuzhou accounting firm in Hunan Province and successively served as assistant auditor, auditor, project manager, Department Manager and partner; From 1999 to 2000, appointed by Hunan Provincial Department of finance, he tiewen suhanzhang went to Hong Kong as a visiting scholar to study international audit and accounting; From 2000 to 2002, he served as the deputy general manager of Hunan Branch of Beijing Kyoto accounting firm, responsible for the audit business in Hunan; From 2002 to 2008, he served as the director and deputy director of Hunan Tianhua certified public accountants; From 2008 to 2009, he served as deputy director of Zhuzhou branch of Beijing Dagong Tianhua certified public accountants; From 2009 to 2014, he served as deputy director of Zhuzhou branch of Beijing Tianzhi international accounting firm; Since 2014, he has served as the director of Jiangxi branch of Tianzhi International Certified Public Accountants (special general partnership). From April 2020 to now, he has served as Guangdonghectechnologyholdingco.Ltd(600673) independent director.
Ms. Xie Juan: from 2005 to 2006, she studied for a master’s degree in international economic law at the City University of Hong Kong and obtained a master’s degree in international economic law (IBL). In May 2016, he participated in the 43rd independent director qualification training and obtained the independent director qualification certificate. From 2006 to 2009, he served as a full-time lawyer of Guangdong lizhengming law firm; From 2009 to June 2018, he served as senior partner and full-time lawyer of Guangdong Lilu law firm; From July 2018 to December 2021, he served as senior partner and full-time lawyer of Beijing Yingke (Dongguan) law firm; One belt, one road lawyer, was appointed as a full-time lawyer in January 2022 in Beijing, Shenzhen. She was selected as the first Chinese foreign lawyer’s talent pool, the first batch of foreign lawyers’ talent database in Guangdong, the first batch of foreign lawyers’ Libraries in Dongguan and the experts’ expert team of the legal experts’ service in Zhuhai’s “one belt and one road”. Now she is currently a civil and administrative consulting expert of the Supreme People’s Procuratorate, and a member of the Law Committee of Specialized Committee, Guangdong, Guangdong, Hong Kong and Macao cooperation. Independent director since March 2018.
Mr. Fu Hailiang: from January 1996 to October 2000, he served as a lawyer of Wuhan No. 3 law firm; From October 2000 to May 2005, he served as a partner of Hubei Haohan law firm; From May 2005 to now, he has served as partner and administrative director of Hubei Shanhe law firm. From April 2020 to now, he has served as Guangdonghectechnologyholdingco.Ltd(600673) independent director.
We strictly comply with the relevant requirements of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation, and there are no more than 5 part-time listed companies. The independent director system formulated by the company and the working rules of the four professional committees under the board of directors, including the strategy committee, the audit committee, the remuneration and assessment committee and the nomination committee, have defined the terms of office, nomination, election, replacement procedures and relevant rights and obligations of independent directors, so as to ensure that independent directors can perform relevant duties independently and prudently. Moreover, there is no employment relationship, transaction relationship, kinship relationship between the three of us and the company, and there is no situation affecting the independence of independent directors.
2、 Annual performance of independent directors
（1） Attendance of independent directors at the board of directors, general meeting of shareholders and special committees in 2021
In 2021, the company’s production and operation were normal, the convening of the board meeting, the general meeting of shareholders and the special committee met the legal procedures, and the corresponding procedures were performed for major business decisions in accordance with the relevant provisions. Independent directors have played a great role in making major investment decisions and improving the corporate governance structure.
1. The attendance at the board of directors in 2021 is as follows:
The independent director’s surname is the number of times that the directors who should attend the board meeting in person and the number of times that the directors should attend the board meeting by means of communication
Qin Jiwei 12 10 0
Xie Juan 12 12 100 0
Fu Hailiang 12 12 100 0
In 2021, we carefully considered all the proposals considered at the board meeting held by the company this year, and there was no objection or waiver to the matters considered by the board of directors.
2. The attendance at the general meeting of shareholders in 2021 is as follows:
In 2021, the company held four general meetings of shareholders, all of which were attended in person.
3. In 2021, the company held six audit committee meetings, and we all attended the meeting on site or by means of communication voting, The proposal on the waiver of preemptive rights by holding subsidiaries, the company’s 2020 annual report and summary, the summary report on the audit work of Tianjian Certified Public Accountants (special general partnership) in 2020 and the proposal on the renewal of “Tianjian Certified Public Accountants (special general partnership)” as the company’s financial audit and internal control audit institution in 2021 were reviewed and approved respectively Self evaluation report on internal control in Guangdonghectechnologyholdingco.Ltd(600673) 2020, report on the performance of the audit committee in 2020, full text and main body of the company’s report for the first quarter of 2021, full text and summary of the company’s semi annual report for 2021, proposal on changes in accounting policies, full text and main body of the company’s report for the third quarter of 2021, proposal on related party transactions formed by the sale of major assets of the company The proposal on Approving the audit report, reference review report and asset evaluation report related to this transaction, the proposal on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing; The remuneration and appraisal committee was held twice, and we attended the meeting on site, Deliberated and passed the summary report on the performance of the remuneration and assessment committee, the proposal on Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan (Draft) and its summary, the proposal on Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan implementation and assessment management measures, and the proposal on Guangdonghectechnologyholdingco.Ltd(600673) 2021 restricted stock incentive plan list of incentive objects granted for the first time; Once the strategy committee, we attended the meeting on site, deliberated and passed the proposal on the company’s 2020 strategic plan; Once, we attended the meeting on site, The proposal on recommending Mr. Zhang Hongwei as the candidate of the 11th board of directors of Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd. and the proposal on recommending Mr. Tang Xinfa as the candidate of the 11th board of directors of Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd. were reviewed and approved Proposal on recommending Mr. Li Yitao as the director candidate of the 11th board of directors of Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd., proposal on nominating Mr. Zhang Guangming as the director candidate of the 11th board of directors of the company, proposal on nominating Mr. Wang Wenjun as the director candidate of the 11th board of directors of the company, proposal on nominating Mr. Zhong Zhangbao as the director candidate of the 11th board of directors of the company Proposal on nominating Mr. Qin Jiwei as independent director candidate of the 11th board of directors, proposal on recommending Ms. Xie Juan as independent director candidate of the 11th board of directors of Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd., proposal on nominating Mr. Fu Hailiang as independent director candidate of the 11th board of directors of the company.
（2） Annual review meeting
On March 18, 2022, the company organized a video communication meeting between independent directors and annual audit accountants in Dongguan, Guangdong Province. Independent directors Qin Jiwei, Xie Juan, Fu Hailiang and annual audit accountant Chen Jiping attended the communication meeting. The three independent directors fully understood the development of the annual review of the financial statements in 2021, the company’s business situation, asset investment, profitability, operation, major asset restructuring, concerns and problem solutions. We have made relevant suggestions and requirements on the impairment of the company’s receivables, related parties and related transactions, the capital reduction test of long-term assets related to coal mines and the asset group of hepatitis C business (vorarev), the impairment test of Shixi coal mine asset group, the estimation of the fair value of Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical convertible bonds, the accounting and fair value of holding 6.55% equity of Yichang Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd.
3、 Key matters concerned in the annual performance of independent directors
（1） Related party transactions
According to the regulations of Shanghai Stock Exchange and the articles of association of listed companies, we have carefully reviewed and approved the matters related to the listing of independent companies in 2021, The company’s proposal on the waiver of preemptive rights by holding subsidiaries, the proposal on the prediction of daily related party transactions in 2021, the proposal on the company’s major asset sales and related party transactions and related proposals. The price involved in related party transactions is negotiated by both parties based on the market price or evaluation price. The pricing is fair and reasonable, which is in line with the interests of the company and all shareholders, No damage to the interests of minority shareholders is found, which is in line with the company’s current production and operation needs and long-term development plan. The voting of the board of directors and the general meeting of shareholders on related party transactions was conducted under the principles of openness, fairness and impartiality. The related directors and related shareholders withdrew, and the procedures were in line with relevant laws and regulations and the articles of association.
（2） External guarantee and fund occupation
In accordance with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies, we have carefully checked the external guarantees of the company and its holding subsidiaries, and believe that the company and its holding subsidiaries provide guarantees for the holding subsidiaries to provide bank loans for industrial expansion and daily operation, which is conducive to ensuring the smooth progress of their production and operation and promoting their rapid development, Comply with the provisions of the articles of association and the company’s external guarantee management system, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The voting of the board of directors and the general meeting of shareholders on the company’s external guarantee matters is carried out under the principles of openness, fairness and impartiality, and the procedures comply with relevant laws and regulations and the articles of association. At the same time, in 2021, the company did not occupy the company’s funds by controlling shareholders and other related parties, and did not damage the interests of the company and all shareholders, especially minority shareholders.
（3） Remuneration of senior management
With regard to the payment and disclosure of the remuneration of the company’s directors, supervisors and senior managers, we believe that the remuneration of the company’s directors, supervisors and senior managers is paid in strict accordance with the company’s model of “basic salary, basic welfare + year-end reward”, which is in line with the relevant remuneration system of the company, and the disclosed remuneration is consistent with the actual payment.
（4） Performance forecast and performance express
The company strictly abides by the Listing Rules of Shanghai Stock Exchange to disclose the performance forecast and performance express.
（5） Appointment or replacement of accounting firms
Since Tianjian Certified Public Accountants (special general partnership) has carried out the annual audit business of the company for many years and has always provided high-quality services for the company, after deliberation and approval by the board of directors and the general meeting of shareholders of the company, Tianjian Certified Public Accountants (special general partnership) is reappointed as the financial audit and internal control audit institution of the company in 2021. During the reporting period, the company did not change the employment of accounting firms.
（6） Cash dividends and other investor returns
In view of the accumulated share repurchase amount of 2097105 million yuan (excluding transaction costs) by the company through centralized bidding transaction in 2020, according to the relevant provisions of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 7 – share repurchase, the company is deemed to have paid a cash dividend of 2097105 million yuan, accounting for 50.54% of the net profit attributable to the shareholders of the listed company in 2020. After comprehensively considering the company’s development stage, actual operation, profitability, future cash flow and operating capital demand, in order to ensure the sustainable development of the company, the company will not distribute profits or convert capital reserve into share capital in 2021 after deliberation and approval of the board of directors and the general meeting of shareholders. The company’s cash dividends in 2020 (including the amount of repurchased shares) meet the requirements of the CSRC’s guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange, the articles of association and the Guangdonghectechnologyholdingco.Ltd(600673) plan for the return of dividends to shareholders in the next three years (20202022), There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
（7） Performance of commitments of the company and shareholders
During the reporting period, Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry, the controlling shareholder of the company, and Zhang yushuai and Guo Meilan, the actual controllers of the company, revised the letter of commitment on avoiding horizontal competition issued based on the company’s major asset restructuring in 2018, and made supplementary commitments on the overseas preparation business and the cooperation mode arrangement between Guangdong Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical and the company’s holding subsidiary Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical in China; In view of the company’s failure to find a suitable third party within the commitment period, the controlling shareholder’s inability to transfer or repurchase relevant shares in cash due to development needs, and there is no applicable assets injected into the listed company in the early stage, the preliminary plan to solve the cross shareholding reached later needs to be further determined, and it is expected that the cross shareholding can not be solved within the original commitment period, the company
