Hanwang Technology Co.Ltd(002362)
Report on the work of independent directors in 2021
(Hong Mei)
Dear shareholders and shareholder representatives
hello everyone!
As an independent director of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as "the company"), in strict accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws and regulations, as well as the articles of association and detailed rules for the work of independent directors of the company, and based on the principles of objectivity, impartiality and independence, Be diligent and conscientious, actively play the role of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. My performance of duties as an independent director in 2021 is summarized as follows:
1、 Attendance at meetings in 2021
I actively participated in the board meeting held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various proposals and put forward reasonable suggestions. In 2021, the convening of the board of directors of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. My attendance at the meeting is as follows:
In this year, the company held 14 board meetings and two general meetings of shareholders. Among them, six meetings of the board of directors were on-site plus communication meetings and eight were communication meetings. As an independent director of the 5th and 6th board of directors of the company, I personally attended the meeting four times and participated in voting by means of communication ten times. They voted in favor of all proposals considered at the board meeting. Attended two shareholders' meetings on site this year. There was no authorization to entrust other independent directors to attend the meeting or vote in this year.
2、 Independent opinions
In 2021, as an independent director of the 5th and 6th board of directors of the company, I expressed independent opinions on relevant matters of the company as follows:
(I) on February 4, 2021, express independent opinions on relevant matters of the 29th (Interim) meeting of the Fifth Board of directors of the company:
1. Independent opinions on increasing the implementation subject and location of raised investment projects;
2. Independent opinions on using the raised funds to increase capital or provide loans to the implementation subject of the raised investment project to implement the raised investment project;
3. Independent opinions on using the raised funds to replace the self raised funds and paid issuance expenses of the investment projects invested with the raised funds in advance;
4. Independent opinions on using self owned funds for cash management.
(II) on March 26, 2021, the company issued special instructions and independent opinions on relevant matters of the 31st meeting of the Fifth Board of directors:
1. Special instructions and independent opinions on the company's accumulated and current external guarantees and the occupation of funds by related parties;
2. Independent opinions on the plan for profit distribution and conversion of capital reserve into share capital in 2020;
3. Independent opinions on the special report on the deposit and use of raised funds in 2020;
4. Independent opinions on the self evaluation report on internal control of the company in 2020; 5. Independent opinions on the renewal of the accounting firm;
6. Independent opinions on the remuneration (allowance) of the company's directors and senior managers in 2020;
7. Independent opinions on canceling some stock options of 2018 stock option incentive plan; 8. Independent opinions on the conditions of exercise in the third exercise period of the company's 2018 stock option incentive plan.
(III) on April 6, 2021, express independent opinions on relevant matters of the 32nd (Interim) meeting of the Fifth Board of directors of the company:
1. Independent opinions on financial assistance provided by holding subsidiaries to joint-stock companies;
2. Independent opinions on increasing the implementation subject and location of raised investment projects;
3. Independent opinions on using the raised funds to provide loans to the implementation subject of the raised investment project to implement the raised investment project and related party transactions;
4. Independent opinions on the general election of the board of directors of the company;
5. Independent opinions on the remuneration (or allowance) of the directors of the sixth board of directors of the company.
(IV) on April 26, 2021, independent opinions on relevant matters of the 33rd meeting of the Fifth Board of directors of the company:
1. Independent opinions on changes in accounting policies.
(V) on April 29, 2021, independent opinions on relevant matters of the first (Interim) meeting of the sixth board of directors of the company:
1. Matters related to the appointment of senior managers of the company.
(VI) on July 14, 2021, independent opinions on relevant matters of the fourth (Interim) meeting of the sixth board of directors of the company:
1. Independent opinions on foreign investment and related party transactions of Hanwang Youji, a holding subsidiary.
(VII) on August 27, 2021, independent opinions on relevant matters of the fifth meeting of the sixth board of directors of the company:
1. Special instructions and independent opinions on the company's accumulated and current external guarantees and the occupation of funds by related parties;
2. Independent opinions on the company's special report on the deposit and use of raised funds in the half year of 2021.
(VIII) on December 17, 2021, independent opinions on relevant matters of the eighth (Interim) meeting of the sixth board of directors of the company:
1. Independent opinions on the transfer of minority shareholders' equity and related party transactions of holding subsidiaries; 2. Independent opinions on the company's employee stock ownership plan in 2022;
3. Independent opinions on the use of idle funds for cash management.
3、 Performance of special committees
I am the chairman of the audit committee and the member of the nomination committee of the board of directors of the company. During the reporting period, presided over the meeting of the audit committee, reviewed the company's periodic reports, raised funds and other related matters, and put forward guidance and suggestions on the company's internal audit; I pay close attention to the company's financial situation, carefully review the financial reports provided by the company, timely communicate with the board of directors or the internal audit department on the problems found in combination with my own professional knowledge, prompt the financial risks faced by the company, and put forward suggestions for the company to improve its financial management level; Pay attention to the use of raised funds and the management of idle raised funds during the reporting period. Participate in the meeting of the nomination committee and consider matters related to the general election of directors and senior managers of the company. 4、 On site understanding and inspection of the company
I actively performed my duties, took advantage of the time of attending the meetings of the board of directors and special committees, made many on-site visits to the company, kept close contact with other directors, senior managers and financial principals of the company by telephone, listened to the reports of relevant personnel in detail, mastered the operation status of the company in time, and put forward guidance on the work of financial management of the company; He has expressed professional opinions in the decision-making of the board of directors for many times.
5、 Work done in protecting the rights and interests of investors
1. Supervision of the company's information disclosure
Continue to pay attention to the company's information disclosure, and urge the company to strictly implement the relevant provisions of information disclosure in accordance with the Shenzhen Stock Exchange Stock Listing Rules and other laws and regulations and the company's information disclosure management measures, so as to ensure the authenticity, accuracy, timeliness and integrity of the company's information disclosure.
2. Training and learning
In order to better perform my duties and give full play to the role of independent directors, I carefully study relevant laws, regulations and rules, constantly strengthen my understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, and improve my ability to safeguard the interests of the company and the legitimate rights and interests of shareholders.
6、 Other matters
1. There is no proposal to hold a meeting of the board of directors.
2. There is no proposal to hire or dismiss an accounting firm.
3. There are no external audit institutions and consulting institutions.
As an independent director, in the process of performing my duties in 2021, I earnestly, diligently and faithfully perform the duties of an independent director in strict accordance with the provisions and requirements of relevant laws and regulations on independent directors of listed companies. In the future, I will further strengthen the communication and cooperation with the company's board of directors, board of supervisors and management, so as to ensure the standardized operation of the company's board of directors, make suggestions and suggestions for improving the company's management level and operating performance, and strive to make the company's operation and management develop better, so as to repay the majority of investors.
independent director:
Hong Mei
March 31, 2022
Hanwang Technology Co.Ltd(002362)
Report on the work of independent directors in 2021
(Yang Jinguan)
Dear shareholders and shareholder representatives
hello everyone!
As an independent director of Hanwang Technology Co.Ltd(002362) (hereinafter referred to as "the company"), in strict accordance with the guiding opinions on the establishment of independent director system in listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other laws and regulations, as well as the articles of association and detailed rules for the work of independent directors of the company, and based on the principles of objectivity, impartiality and independence, Be diligent and conscientious, actively play the role of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. My performance of duties as an independent director in 2021 is summarized as follows:
1、 Attendance at meetings in 2021
I actively participated in the board meeting held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various proposals and put forward reasonable suggestions. In 2021, the convening of the board of directors of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. My attendance at the meeting is as follows:
In this year, the company held 14 board meetings and two general meetings of shareholders. Among them, six meetings of the board of directors were on-site plus communication meetings and eight were communication meetings. As an independent director of the 5th and 6th board of directors of the company, I personally attended the meeting four times and participated in voting by means of communication ten times. They voted in favor of all proposals considered at the board meeting. Attended two shareholders' meetings on site this year. There was no authorization to entrust other independent directors to attend the meeting or vote in this year.
2、 Independent opinions
In 2021, as an independent director of the 5th and 6th board of directors of the company, I expressed independent opinions on relevant matters of the company as follows:
(I) on February 4, 2021, express independent opinions on relevant matters of the 29th (Interim) meeting of the Fifth Board of directors of the company:
5. Independent opinions on increasing the implementation subject and location of raised investment projects;
6. Independent opinions on using the raised funds to increase capital or provide loans to the implementation subject of the raised investment project to implement the raised investment project;
7. Independent opinions on using the raised funds to replace the self raised funds and paid issuance expenses of the investment projects invested with the raised funds in advance;
8. Independent opinions on using self owned funds for cash management.
(II) on March 26, 2021, the company issued special instructions and independent opinions on relevant matters of the 31st meeting of the Fifth Board of directors:
1. Special instructions and independent opinions on the company's accumulated and current external guarantees and the occupation of funds by related parties;
2. Independent opinions on the plan for profit distribution and conversion of capital reserve into share capital in 2020;
3. Independent opinions on the special report on the deposit and use of raised funds in 2020;
4. Independent opinions on the self evaluation report on internal control of the company in 2020; 5. Independent opinions on the renewal of the accounting firm;
6. Independent opinions on the remuneration (allowance) of the company's directors and senior managers in 2020;
7. Independent opinions on canceling some stock options of 2018 stock option incentive plan; 8. Independent opinions on the conditions of exercise in the third exercise period of the company's 2018 stock option incentive plan.
(III) on April 6, 2021, express independent opinions on relevant matters of the 32nd (Interim) meeting of the Fifth Board of directors of the company:
6. Independent opinions on financial assistance provided by holding subsidiaries to joint-stock companies;
7. Independent opinions on increasing the implementation subject and location of raised investment projects;
8. Independent opinions on using the raised funds to provide loans to the implementation subject of the raised investment project to implement the raised investment project and related party transactions;
9. Independent opinions on the general election of the board of directors of the company;
10. Independent opinions on the remuneration (or allowance) of the directors of the sixth board of directors of the company. (IV) on April 26, 2021, independent opinions on relevant matters of the 33rd meeting of the Fifth Board of directors of the company:
2. Independent opinions on changes in accounting policies.
(V) on April 29, 2021, independent opinions on relevant matters of the first (Interim) meeting of the sixth board of directors of the company:
2. Matters related to the appointment of senior managers of the company.
(VI) on July 14, 2021, independent opinions on relevant matters of the fourth (Interim) meeting of the sixth board of directors of the company:
2. Independent opinions on foreign investment and related party transactions of Hanwang Youji, a holding subsidiary.
(VII) on August 27, 2021, independent opinions on relevant matters of the fifth meeting of the sixth board of directors of the company:
1. Special instructions and independent opinions on the company's accumulated and current external guarantees and the occupation of funds by related parties;
2. Independent opinions on the company's special report on the deposit and use of raised funds in the half year of 2021.
(VIII) on December 17, 2021, independent opinions on relevant matters of the eighth (Interim) meeting of the sixth board of directors of the company:
1. Independent opinions on the transfer of minority shareholders' equity and related party transactions of holding subsidiaries; 2. Independent opinions on the company's employee stock ownership plan in 2022;
3. Independent opinions on the use of idle funds for cash management.
3、 Performance of special committees
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