Harbin Air Conditioning Co.Ltd(600202)
2021 annual report of independent directors
During the reporting period, as an independent director of Harbin Air Conditioning Co.Ltd(600202) (hereinafter referred to as "the company" or " Harbin Air Conditioning Co.Ltd(600202) "), we strictly followed the provisions of the company law, the securities law, the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in listed companies, the guidelines for the work of independent directors during the annual report and other relevant laws and regulations, as well as the articles of association In accordance with the provisions of the working system of independent directors of the company, based on the principle of safeguarding the interests of the company and all shareholders, faithfully perform the duties of independent directors, continuously pay attention to the corporate governance structure, standardized operation, major business activities and financial status of the company, actively attend relevant meetings, seriously consider various proposals of the board of directors, and effectively ensure the rationality and fairness of the operation of the company, It has effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The report on the performance of duties in 2021 is as follows:
1、 Basic information of independent directors
1. Personal resume, professional background and part-time work of the current independent director
The company currently 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, and ensures the independence of the decision-making of the board of directors.
Zhang Xinming, male, born in 1964, lawyer, graduated from Jilin University in 1992, majoring in law. He once served as a lawyer of Harbin law firm and the chief lawyer of Heilongjiang Jerry Tianhao law firm. Now he is the chief lawyer, partner and independent director of Heilongjiang Fatong law firm.
Li Wen, female, born in 1968, graduated from Harbin Institute of technology in 1990, majoring in industrial economics; In 1995, he graduated from Heilongjiang business college with a bachelor's degree in financial accounting; Graduated from Northeast Agricultural University in 2005 with a master's degree in agricultural economy and management; Professor of accounting. He is currently the director of the teaching and Research Office of Harbin University of Commerce, the member of the fifth Standing Committee of the CPPCC Songbei District, the evaluation expert of Heilongjiang Zhengzheng senior accountant, the evaluation expert of Heilongjiang Zhengzheng senior auditor, the director of Heilongjiang Educational Accounting Society, the deputy chairman of the education and culture Committee of the jiu'san provincial Party committee, the deputy director of the Ideological Construction Research Center of the jiu'san provincial Party committee, the legislative expert of heijiang Provincial People's Congress, Harbin Boshi Automation Co.Ltd(002698) independent director Independent director of Harbin senying window industry Co., Ltd., independent director of Gushi biological Group Co., Ltd. and independent director of the company.
Xu Yan, female, born in August 1973, has a postgraduate degree and is an engineer. She graduated from the computer engineering and Application Major of the Computer College of Harbin University of technology in 1995; In 1997, he graduated from the College of adult education of Harbin Institute of technology, majoring in accounting; In 1999, he graduated from the College of humanities, Harbin Institute of technology, majoring in Ideological and political education; In 2002, he graduated from the Graduate School of Harbin University of technology, majoring in enterprise management. He once served as the director and deputy general manager of the general office of Harbin Hongguang Boiler Group Co., Ltd. he is now the general manager of Harbin Hongguang Boiler Group Co., Ltd., the vice chairman of the CPPCC of Daowai District, Harbin (not resident in the meeting), and the independent director of the company.
2. Is there a description of the situation affecting independence
We have the independence required by the guidance on the establishment of independent director system in listed companies issued by the CSRC. We have not held any position in the company other than independent directors or major shareholders of the company. There is no relationship with the company and major shareholders of the company that hinders our independent and objective judgment, and there is no situation that affects our independence.
2、 Annual performance of independent directors
1. Participation of independent directors in various meetings in 2021:
Board of directors shareholders
General assembly of the Special Committee on names
This year should attend in person, entrust in person and absent in person
Number of seats added number of seats added number of seats number of seats
Zhang Xinming 8 8 0 8 5
Li Wen 7 7 1 0 7 7 5
Xu Yan 7 7 1 0 6 6 4
We agree to the 2021 annual board meeting proposal and other non board meeting proposals without objection.
2. Site investigation
In 2021, we actively performed the duties of independent directors through field visits, talks and communication. The company provided necessary working conditions for us to exercise our functions and powers and gave full cooperation.
3. The company's cooperation with independent directors
As independent directors, we actively participated in the meetings of the board of directors and the general meeting of shareholders this year, and actively participated in the deliberation and decision-making of major matters of the company by using professional knowledge and practical experience such as economy, law and accounting. The chairman, general manager, Secretary of the board of directors and other personnel of the company have maintained regular and good communication with the independent directors, so that the independent directors can timely understand the production and operation dynamics of the company and obtain a large number of materials for making independent judgments. At the same time, before the board of directors and related meetings, the company carefully organized and prepared the meeting materials and delivered them timely and accurately, which provided convenient conditions for the work of independent directors and actively and effectively cooperated with the work of independent directors.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In accordance with the requirements of relevant systems such as the Listing Rules of Shanghai Stock Exchange, the articles of association and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, we have made judgments and reviews on the related party transactions of the company in 2021 in accordance with the regulations. After verification, as of the end of the reporting period, the company's related party transactions did not damage the legitimate rights and interests of the company and other shareholders.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
We believe that the company can strictly implement the provisions on certain matters related to external guarantee in the relevant documents of China Securities Regulatory Commission and Shanghai Stock Exchange, and there is no situation that damages the interests of shareholders, especially small and medium-sized shareholders.
(III) use of raised funds
During the reporting period, the company did not use the raised funds.
(IV) nomination and remuneration of senior managers
During the reporting period, we made the following independent opinions on senior managers in 2020; We agree with the proposal on the remuneration of senior managers in 2020. The remuneration of senior managers of the company is carefully verified by the remuneration and assessment committee under the board of directors and listed in the 2020 annual report after being reviewed and approved by the board of directors. The relevant review and approval procedures comply with the provisions of relevant laws and regulations.
(V) performance forecast and performance express
According to the requirements of the stock listing rules of Shanghai Stock Exchange, the company failed to disclose the annual performance announcement in 2020. As of January 31, 2021, the company had not issued the announcement of performance advance increase or advance profit.
(VI) appointment or replacement of accounting firms
The proposal of the general meeting of shareholders on the engagement of the audit firm of the Asia Pacific Company in 2020 for the year 2021 and 2021 was approved. We believe that the above resolution procedures comply with relevant laws, regulations and the articles of association.
(VII) cash dividends and other investor returns
In 2020, affected by covid-19 pneumonia epidemic, the delay of some approved (under construction) projects led to the corresponding delay of the company's payment collection. Considering the current situation of the company's shortage of funds, no dividend distribution is planned in 2020, and the above profits available for distribution to shareholders are carried forward to 2021 to supplement the company's working capital. It is not planned to convert capital reserve into share capital in 2020. We believe that:
1. The reason why the company will not make dividend distribution in 2020 is that considering the impact of covid-19 pneumonia epidemic, the delay of some approved (under construction) projects leads to the corresponding delay of the company's payment collection and the current situation of tight funds of the company, the profits available for distribution to shareholders are carried forward to 2021 to supplement the company's working capital to meet the capital needs of the company's stable operation.
2. The relevant procedures of the company's deliberation on the 2020 profit distribution plan comply with the relevant provisions of the company law and the articles of association. The company agrees to the profit distribution plan and agrees to submit the plan to the general meeting of shareholders for deliberation.
(VIII) performance of commitments of the company and shareholders
In 2021, the company and its shareholders strictly complied with relevant laws and regulations and did not violate relevant commitments.
(IX) implementation of information disclosure
During the reporting period, the company performed the obligation of information disclosure in strict accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the administrative measures for information disclosure of listed companies. The contents of the announcement were true, accurate and complete without any false records, misleading statements or major omissions, so as to ensure the timeliness and fairness of information disclosure and effectively safeguard the legitimate rights and interests of the company's shareholders.
(x) implementation of internal control
During the reporting period, in strict accordance with the company law, the securities law, the relevant laws and regulations of the securities regulatory authorities and the relevant provisions of the articles of association, the company actively promoted the construction of the enterprise's internal control standard system, established a relatively complete internal control system, compiled into a Book and distributed to all departments of the company for implementation, so as to provide legal compliance for the company's operation and management, asset safety The financial report and relevant information provide necessary guarantee for authenticity and completeness. In 2021, the company found no major defects in internal control. There may be general defects in the internal control process in the daily operation. As the company's internal control has a dual supervision mechanism of self-evaluation and internal audit, corrective actions will be taken once the defects are found and confirmed to make the risk controllable.
（11） Operation of the board of directors and its subordinate special committees
The convening of meetings of the board of directors and subordinate special committees of the company complies with relevant regulations, and the voting procedures and voting results are legal and effective.
（12） Other matters that the independent directors believe the listed company needs to improve.
During the reporting period, we believe that the listed company does not need to improve other matters.
4、 Overall evaluation and recommendations
During the reporting period, we performed the duties of independent directors diligently, prudently and objectively in strict accordance with the regulatory requirements and the powers entrusted to us by the articles of association, and safeguarded the legitimate rights and interests of all shareholders, especially minority shareholders.
In 2022, each independent director will continue to maintain independence, perform his duties in accordance with the law, give further play to the professional advantages of independent directors in improving the level of corporate governance, safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, and promote the healthy, sustainable and stable development of the company.
Harbin Air Conditioning Co.Ltd(600202) independent director of the board of directors: Zhang Xinming, Li Wen, Xu Yan March 25, 2022
