Shanghai Huayi Group Corporation Limited(600623)
Report on the work of independent directors in 2021
In accordance with the company law, the securities law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations and the articles of association of the company, as independent directors of the board of directors of the company, we faithfully performed our duties in 2021, carefully considered various proposals of the board of directors, and expressed independent opinions on relevant matters of the company, giving full play to the role of independent directors, Safeguarding the legitimate rights and interests of the company and all shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
During the reporting period, independent director Zhang Yimin no longer served as an independent director of the 10th board of directors due to the expiration of his continuous tenure. Li Yuan was elected as an independent director of the 10th board of directors at the second extraordinary general meeting of shareholders in 2021.
As independent directors of the company, we are qualified to serve as independent directors. We do not hold any position in the company other than independent directors, nor do we hold any position in the company’s major shareholders. We have no relationship with the company and its major shareholders or interested institutions and personnel that may hinder our independent and objective judgment, We have not obtained additional and undisclosed interests from the company, its major shareholders or interested institutions and personnel. Therefore, there is no situation that affects our independence.
2、 Annual performance of independent directors
1. Attendance at board meetings
During the reporting period, we participated in 7 meetings of the board of directors, including the 9th meeting of the 10th board of directors, the 10th meeting of the 10th board of directors, the 11th meeting of the 10th board of directors, the 12th meeting of the 10th board of directors, the 13th meeting of the 10th board of directors, the 14th meeting of the 10th board of directors and the 15th meeting of the 10th board of directors, of which 2 were attended on site and 5 were attended by means of communication, No absence.
2. Attendance at meetings of special committees of the board of directors
The board of directors of the company has established a strategy committee, a nomination committee, a remuneration and assessment committee and an audit committee. According to their respective specialties, we serve as members of the above committees respectively. During the reporting period, we organized and held 1 strategy committee meeting, 5 Audit Committee meetings, 3 salary and assessment committee meetings and 2 nomination committee meetings. The special committees reviewed the matters under their jurisdiction as required and actively played their due role.
3. Attendance at the general meeting of shareholders
During the reporting period, the company held one general meeting and two extraordinary general meetings, in which independent directors Guan Yimin, Duan Qihua and Zhang Yimin attended the 2020 annual general meeting, independent directors Guan Yimin and Duan Qihua attended the first extraordinary general meeting in 2021, and independent director Li Yuan attended the second extraordinary general meeting in 2021.
4. Voting at the meeting
When deliberating the proposal, we can fully express our independent opinions according to our own independent judgment, actively offer suggestions and suggestions for the long-term development of the company, and put forward suggestions and opinions for the scientific decision-making and legal operation of the board of directors of the company. During the reporting period, we did not raise any objection or waiver on the matters discussed by the board of directors.
5. Site investigation
As an independent director of the company, we can actively understand the production, operation and operation of the company, including but not limited to regularly participating in the board of directors, requiring the company to provide quarterly financial statements, and requiring the company’s Board Secretary to provide background information, regulations and policy basis for major matters to be discussed and decided by the board of directors. At the same time, the company can actively cooperate with our requirements and provide the required materials and information in time.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we performed our duties diligently and conscientiously, exercised our voting rights independently, objectively and prudently, and expressed independent opinions on major matters of the company in strict accordance with relevant system requirements.
1. Related party transactions
During the reporting period, we reviewed the related party transactions considered by the board of directors in terms of their necessity, objectivity, whether the pricing is fair and reasonable and whether it damages the interests of the company and shareholders, and expressed independent opinions. We believe that the related party transactions considered by the board of directors of the company during the reporting period complied with the principles of openness, fairness, impartiality, voluntariness and good faith, and there was no damage to the interests of the company and minority shareholders.
2. External guarantee and fund occupation
During the reporting period, we expressed independent opinions on the external guarantee matters considered by the board of directors. The company fulfilled the corresponding decision-making procedures for external guarantee, found no illegal guarantee for controlling shareholders and other related parties, and fully protected the legitimate rights and interests of the company and all shareholders.
3. Appointment, removal and remuneration of directors and senior managers
During the reporting period, the nomination committee of the company carefully considered the directors and senior managers appointed and removed by the company, submitted them to the board of directors or the general meeting of shareholders for deliberation and approval, and the nomination and voting procedures comply with the provisions of the company law, the articles of association and other relevant laws and regulations. We have expressed independent opinions on the above matters.
During the reporting period, the remuneration and assessment committee of the board of directors evaluated the annual performance and business performance of the directors, supervisors and senior managers of the company, submitted them to the board of directors and the general meeting of shareholders for deliberation and approval, and the procedures were in line with the provisions of relevant laws and regulations and the articles of association of the company. We have expressed independent opinions on the above matters.
4. Appointment or replacement of accounting firms
During the reporting period, we expressed independent opinions on the company’s employment of accounting firms. We believe that it is in the interests of the company and its shareholders to employ Lixin Accounting firm (special general partnership) as the company’s accounting and internal control audit institution in 2021. Lixin Certified Public Accountants (special general partnership) has the qualification of securities business. In the audit process over the years, it can carry out the audit in strict accordance with relevant regulations. It has scrupulously performed its duties in providing audit services for the company, followed the independent, objective and fair professional standards, completed all the work entrusted by the company with due diligence, and issued the audit report to fairly and objectively evaluate the financial status and operating results of the company.
5. Cash dividends and other investor returns
During the reporting period, the board of directors of the company proposed the annual profit distribution plan, which was deliberated and approved at the annual general meeting of shareholders and implemented within 2 months after the general meeting of shareholders. We believe that the profit distribution plan proposed by the board of directors of the company complies with the provisions of relevant laws and regulations and does not damage the interests of shareholders of the company, especially minority shareholders.
6. Provision for impairment of assets
During the reporting period, we expressed independent opinions on the company’s provision for asset impairment. We believe that the company’s provision for asset impairment complies with the accounting standards for business enterprises and the relevant accounting policies implemented by the company. The voting procedures of the board of directors on this matter comply with the provisions of relevant laws, regulations and the articles of association of the company, and there is no damage to the interests of the company and minority shareholders.
7. Changes in accounting policies
During the reporting period, the company changed and adjusted its accounting policies in accordance with the provisions and requirements of the accounting standards for Business Enterprises No. 21 – leasing (CK [2018] No. 35) issued by the Ministry of finance. The voting procedures of the board of directors on this matter comply with the provisions of relevant laws, regulations and the articles of association. The changed accounting policies comply with the provisions of the Ministry of Finance and relevant laws and regulations, and can be objective Fairly reflect the company’s financial status and operating results, and there is no situation that damages the interests of the company and minority shareholders.
8. Performance of commitments of the company and its controlling shareholders
By 2021, the company and its controlling shareholders had not fulfilled their commitments.
9. Implementation of information disclosure
The company has always strictly followed the principle of “openness, fairness and impartiality”, and the relevant information disclosure matters are timely, accurate and complete in accordance with the requirements of laws and regulations, strictly eliminate the occurrence of information asymmetry, and safeguard the interests of the company and investors.
10. Implementation of internal control
During the reporting period, the company continuously improved the internal control system in accordance with the regulatory requirements, strengthened the implementation and implementation of internal control norms, and completed the annual internal control self-evaluation report. After reviewing the company’s internal control evaluation report in 2020, we believe that the company’s internal control self-evaluation report objectively and truly reflects the construction and operation of the company’s internal control system. The company has basically established a relatively perfect internal control system and can be effectively implemented.
11. Formulation and implementation of restricted stock incentive plan
During the reporting period, we expressed independent opinions on the reservation and grant of the company’s A-share restricted stock incentive plan. According to the measures for the administration of equity incentive of listed companies and the Trial Measures for the implementation of equity incentive by state-controlled listed companies (within China), we believe that the company has the subject qualification for the implementation of equity incentive plan, the subject qualification of incentive objects is legal and effective, and the review contents comply with relevant regulations. The deliberation and voting procedures of the board of directors of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association.
4、 Overall evaluation
As an independent director of the company, we have strictly complied with the requirements of relevant laws and regulations, expressed our opinions objectively, fairly and independently in an attitude of being responsible to the company and all shareholders, earnestly performed our duties, gave full play to the role of independent directors and safeguarded the legitimate rights and interests of the company and all shareholders. In the process of our work, the company has provided necessary conditions to ensure that we can effectively exercise our functions and powers. The information provided is timely and detailed, and can also provide and help us with the supplementary information we require. Here, we thank the company for its understanding, support and cooperation.
In 2022, we will continue to uphold the spirit of being responsible to the company and all shareholders, faithfully and effectively perform our duties, exercise the powers conferred by all shareholders of the company in accordance with laws and regulations, actively make suggestions for the long-term development of the company, and put forward suggestions and opinions for the scientific decision-making and legal operation of the board of directors of the company.
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(this page is the signature page of Shanghai Huayi Group Corporation Limited(600623) 2021 annual report on the work of independent directors)
independent director:
Guan Yimin
Duan Qihua
Li Yuan
