Shanghai Huitong Energy Co.Ltd(600605)
2021 annual report of independent directors
Dear directors
As an independent director of Shanghai Huitong Energy Co.Ltd(600605) (hereinafter referred to as "the company"), we have diligently performed the duties of an independent director in accordance with the company law and other relevant laws, regulations and the articles of association, and effectively safeguarded the legitimate rights and interests of the company and shareholders, especially minority shareholders. The work in the past year is reported as follows: I. Basic information of independent directors
Name, resume, professional independence
Zhang Yongyue, male, born in 1954, Professor, Zeng Renhua
Dean and Business School of Oriental Real Estate School of East Normal University
The 10th president of the board of directors. He also serves as China's real estate appraiser and real estate manager. Does he have any influence on the vice president of the discipline society of Zhang Yongyue Council, the consultant of Shanghai economic society and the supervisor of Shanghai real estate economic society. He is currently in Shanghai E-House.
President of Real Estate Research Institute and lifelong teacher of East China Normal University
Xu Hui holding, Shanghai Industrial Development Co.Ltd(600748) independent director.
Zhao Hulin, male, born in May 1965, master's degree
Bachelor degree, first-class lawyer, Henan Qianwen law firm
Partner, director of the management committee, all China Lawyers Association
Director, legal advisory expert of Henan Provincial People's government, Zheng
The legal system consulting expert of the state and municipal people's government, the lawyer of Henan Province has no influence on Zhao Hulin, the executive director of the 10th board of Directors Association and the director of the development strategy committee, the president of the branch directly under the South provincial bar association of the river legal independence, and the formation of Zhengzhou arbitration committee.
Member of the Committee and expert advisory committee, Henan Province
Law society, civil and commercial law research society, economic law research society, Law Society
Teachers' Research Association, Real Estate Law Research Association, notary law
Director of the Academy of Sciences, currently Sf Diamond Co.Ltd(300179) , Henan Zhongyuan Expressway Company Limited(600020)
Xinxiang Richful Lube Additive Co.Ltd(300910) independent directors.
Gong Rui, male, born in 1978, holds a master's degree in economics from Nankai University
Shi, EMBA of China Europe International Business School, certified public accountant,
Senior accountant. Whether there are Sundy Land Investment Co.Ltd(600077) directors, vice presidents and directors of the board of directors affecting Gong Rui's investment department, director of securities investment department and accounting independence in Hangzhou Songdu real estate group.
Secretary of the board of directors. Hangzhou Qingma Investment Management Co., Ltd
General manager of the company, with many years of investment and financing management and financial management experience
Business management and capital operation experience.
2、 Annual performance of independent directors
In 2021, we participated in all previous board meetings and relevant special committees held by the company, and attended the general meeting of shareholders of the company. The board of directors and general meeting of shareholders convened and held by the company in 2021 comply with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. In 2021, we did not raise any objection to the proposals of the board of directors and other matters of the company.
1. The attendance of independent directors at the board meeting in 2021 is as follows:
Number of meetings of the board of directors held during the reporting period 8
The name of the director shall attend the meeting. The number of times the director attends the meeting is entrusted to attend the meeting. The number of times the director is absent is twice. The number of times he does not attend the meeting in person is counted
Zhang Yongyue 8 0
Zhao Hulin 8 8 0
0 no
Gong Rui 1 0
Wang Liting 7 0
In 2021, we are in favor of the proposals of the board meeting.
2. The attendance of independent directors at the general meeting of shareholders in 2021 is as follows:
Number of general meetings held during the reporting period 3
Name of director number of meetings to be attended number of times of attendance number of times of entrusted attendance number of times of absence
Zhang Yongyue 3 1 0 2
Zhao Hulin 3 1 0 2
Gong Rui 0
Wang Liting 3 1 0 2
3. Participation of independent directors in the special committees of the board of directors
(1) Audit Committee
Number of meetings of the Audit Committee during the reporting period 6
Names of independent directors number of meetings attended and number of absences attended
Gong Rui 1 0
Zhang Yongyue 6 0
Wang Liting 5 0
(2) Remuneration and assessment committee
Number of meetings of Remuneration Committee in the reporting period 2
Names of independent directors number of meetings attended and number of absences attended
Zhao Hulin 2 0
Gong Rui 0
Wang Liting 2 0
(3) Nomination Committee
Number of meetings of the Nomination Committee during the reporting period 2
Names of independent directors number of meetings attended and number of absences attended
Zhang Yongyue 2 0
Zhao Hulin 2 0
3、 Key issues of independent directors' annual performance
During the performance of independent directors in 2021, we mainly focus on the progress of the following matters: 1 Related party transactions
(1) On January 18, 2021, the 9th meeting of the 10th board of directors of the company deliberated and adopted the proposal on the proportional transfer of surplus funds of holding subsidiaries and related party transactions and the proposal on the payment of management expenses and related party transactions by holding subsidiaries.
The above matters constitute related party transactions, and the content, approval procedures and process of related party transactions comply with relevant laws and regulations and the provisions of the articles of association and related party transaction system of the company.
With respect to the above transactions, Our independent opinions are as follows: "the proposal on the proportional transfer of surplus funds of holding subsidiaries and related party transactions and the proposal on the payment of management fees and related party transactions by holding subsidiaries, which were deliberated and adopted at the ninth meeting of the 10th board of directors of the company, comply with the provisions of the company law, the rules for the listing of shares on Shanghai Stock Exchange and other laws and regulations and the articles of association, and the procedures are legal and compliant."
(2) On February 25, 2021, the 10th meeting of the 10th board of directors of the company deliberated and approved the proposal on accepting loans from related parties and the proposal on the daily related party transactions of the company in 2020 and the prediction of daily related party transactions in 2021. The above matters constitute related party transactions, and the content, approval procedures and process of related party transactions comply with relevant laws and regulations and the provisions of the articles of association and related party transaction system of the company.
With respect to the above transactions, Our independent opinions are as follows: "the proposal on accepting loans from related parties and the proposal on the company's daily related party transactions in 2020 and the prediction of daily related party transactions in 2021, which were considered and adopted at the 10th meeting of the 10th board of directors of the company, comply with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange and other laws and regulations and the articles of association, and the procedures are legal and compliant."
2. Nomination of directors of the company in 2021
(1) On August 27, 2021, the 13th meeting of the 10th board of directors of the company deliberated and adopted the proposal on by election of non independent director candidates of the 10th board of directors, and by elected Mr. Sun Zhongqi as the non independent director candidate of the 10th board of directors of the company.
After fully understanding the nomination, decision-making procedures and qualifications of candidates for directors of the company, Our independent opinions are as follows: "the proposal on the by election of non independent director candidates of the 10th board of directors deliberated and adopted at the 13th meeting of the 10th board of directors of the company complies with the provisions of the company law, the Listing Rules of Shanghai Stock Exchange and other laws and regulations and the articles of association of the company. The procedures are legal and compliant. The director candidates have the professional quality, professional knowledge and relevant work experience required to perform their duties." (2) On December 10, 2021, the 15th meeting of the 10th board of directors of the company deliberated and adopted the proposal on by election of independent director candidates of the 10th board of directors, and by elected Mr. Gong Rui as the independent director candidate of the 10th board of directors of the company.
After fully understanding the nomination, decision-making procedures and qualifications of candidates for directors of the company, Our independent opinions are as follows: "the proposal on the by election of independent director candidates of the 10th board of directors deliberated and adopted at the 15th meeting of the 10th board of directors of the company complies with the provisions of the company law, the Listing Rules of Shanghai Stock Exchange and other laws and regulations and the articles of association, and the procedures are legal and compliant. The independent director candidates have the professional quality, professional knowledge and relevant work experience required to perform their duties." 3. Nomination of senior managers of the company in 2021
On August 27, 2021, the 13th meeting of the 10th board of directors of the company deliberated and approved the proposal on the appointment of senior managers and securities affairs representatives, and decided to appoint Mr. Yang Zhangfeng as the general manager of the company and Mr. Zhao Yong, the deputy general manager and financial director of the company, as the Secretary of the board of directors of the company.
You know, Our independent opinions are as follows: "the appointment of senior managers in the proposal on the appointment of senior managers and securities affairs representatives deliberated and adopted at the 13th meeting of the 10th board of directors of the company complies with the company law, the stock listing rules of Shanghai Stock Exchange and other laws and regulations and the articles of association The procedures are legal and compliant. Candidates for senior management have the professional quality, professional knowledge and relevant work experience required to perform their duties. "
4. Remuneration of directors and senior managers of the company in 2021
On August 27, 2021, the 13th meeting of the 10th board of directors of the company deliberated and adopted the proposal on the salary standard of senior managers, Our independent opinions are as follows: "the proposal on the remuneration standard of senior managers deliberated and adopted at the 13th meeting of the 10th board of directors of the company complies with the company law, the stock listing rules of Shanghai Stock Exchange and other laws and regulations and the articles of association The procedures are legal and compliant. The salary standard of senior managers is formulated according to the salary level of the company's industry and the actual operation of the company. It can effectively stimulate the work enthusiasm and initiative of senior managers, which is conducive to the operation and development of the company, and there is no damage to the interests of the company and shareholders. "
5. Appointment of accounting firm
The 10th meeting of the 10th board of directors of the company held on February 25, 2021
