Hunan Aihua Group Co.Ltd(603989)
Report on the work of the fourth independent director in 2021
On November 15, 2021, the term of office of the Fourth Board of directors of the company expired. On October 28, 2021, the company held the 31st meeting of the Fourth Board of directors, deliberated and adopted the proposal on general election of the board of directors and election of independent director candidates of the Fifth Board of directors of the company, and elected independent directors of the Fifth Board of directors. As an independent director of the Fourth Board of directors of Hunan Aihua Group Co.Ltd(603989) company, from January 1, 2021 to November 15, 2021, we conscientiously performed the duties of the independent director in strict accordance with the company law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange, the Hunan Aihua Group Co.Ltd(603989) articles of association, the working rules of independent directors and other relevant provisions, scrupulously performed our duties, diligently performed our duties, and timely learned about the production and operation of the company, Actively attended relevant meetings, carefully considered various meeting proposals of the board of directors and special committees of the board of directors, expressed independent opinions on major issues of the company, gave full play to the role of independent directors and members of professional committees, and effectively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of duties during the term of office in 2021 is reported as follows:
1、 Basic information of independent directors
The board of directors of the company consists of 7 directors, including 3 independent directors. The number of independent directors is more than one-third of the number of the board of directors, and they are professionals in accounting, electronic components industry and other fields. They meet the requirements of relevant laws and regulations on the proportion and professional allocation of independent directors of listed companies, ensuring the independence of the decision-making of the board of directors. The independent directors of the Fourth Board of directors of the company are Ms. Gu Qun, Ms. Xu Liping and Mr. Xiong Xiang. (I) basic personal information of independent directors
1. Gu Qun, female, born in April 1964, Chinese nationality, without permanent overseas residency, postgraduate. He has successively served as a programmer of Southwest Computer Industry Company, senior engineer and director of the information center of China electronic components industry association, Deputy Secretary General of China electronic components industry association, Gettopacoustic Co.Ltd(002655) independent director, Shenzhen Microgate Technology Co.Ltd(300319) independent director, Shandong Sinocera Functional Material Co.Ltd(300285) independent director, Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) independent director. He is currently the Secretary General of China electronic components industry association, the chairman of the National Technical Committee for standardization of piezoelectric components for frequency control and selection (SAC / tc182), the independent director of Changzhou Xiangming Intelligent Power Co., Ltd., the independent director of Chaozhou Sanhuan (Group) Co., Ltd., Nantong Jianghai Capacitor Co.Ltd(002484) independent director, Shenzhen Sunlord Electronics Co.Ltd(002138) independent director and the independent director of the company.
2. Xiong Xiang, male, born in February 1963, is a doctoral student. He has been engaged in the research and development of powder metallurgy aviation friction for a long time, and has presided over and undertaken national scientific and technological research projects and military new materials research projects for many times. He has won one second prize of National Invention Award, one provincial and ministerial scientific and technological progress award, one second prize and one third prize. In 1999, he was selected as the "cross century outstanding talent" of the Ministry of education and won the second Hunan Youth Science and technology award, the fourth "China Youth Science and Technology Innovation Excellence Award" in 2000, the seventh "China Youth Science and Technology Award" in 2001, and enjoyed the special allowance of the government of the State Council. He is currently a professor and doctoral supervisor of Central South University, a director of Hunan Yilin Material Technology Co., Ltd., a director of indafu advanced materials (Suzhou) Co., Ltd., a director and manager of bolite (Guangzhou) new materials Co., Ltd. and an independent director of the company.
3. Xu Liping, female, born in October 1966, Chinese nationality, without permanent overseas residency, doctoral candidate. He was selected into the "new century" talent support plan of the Ministry of education and won the third prize of the 11th excellent achievements in philosophy and social sciences of Hunan Province issued by the people's Government of Hunan Province. At present, he is Professor of accounting, doctoral supervisor and professor of discipline responsibility in the Department of financial management of the school of Business Administration of Hunan University; Director of financial cost branch of China Accounting Society, executive director of Hunan accounting society, deputy director of Finance and Economics Committee of Hunan Zhigong party, deputy director of women's Committee of Hunan Zhigong party, Secretary General of Hunan finance society, executive vice president of Changsha accounting society, supervisor of Huarong Xiangjiang Bank Co., Ltd., Hunan Tv & Broadcast Intermediary Co.Ltd(000917) independent director, Allmed Medical Products Co.Ltd(002950) independent director, Hunan Nanling Industry Explosive Material Co.Ltd(002096) independent director, Datang Huayin Electric Power Co.Ltd(600744) independent director Independent directors of the company.
(II) qualification of independent directors and whether there is any situation affecting their independence
None of Ms. Gu Qun's, Mr. Xiong Xiang's and Ms. Xu Liping's immediate family members or major social relations members have direct or indirect shares in the company, and there is no relationship with other directors, supervisors, shareholders holding more than 5% shares and actual controllers of the company. He has not been punished by the CSRC and other relevant departments and the stock exchange, and there is no situation that he is not allowed to serve as an independent director of the company as stipulated in the articles of association.
2、 Annual performance of independent directors
(I) attendance at the board of directors
During the reporting period, the board of directors held 19 meetings and attended 16 meetings, including 4 on-site meetings in combination with communication and 12 meetings in communication voting. The attendance at the meetings is as follows:
Whether the correspondent has two consecutive
Independent directors should attend the on-site participation, entrust to attend the shareholders' meeting in absentia, and fail to attend in person
Number of names plus number of seats plus number of meetings
Paleogroup 16 1 1500 0 No 1
Xiong Xiang 16 2 14 0 0 0 No 2
Xu Liping 16 2 14 0 0 0 No 2
During the reporting period, we attended the board of directors and shareholders' meeting of the company on time, carefully reviewed the proposal materials, gave full play to their professional expertise, actively participated in the discussion of various topics, put forward reasonable suggestions and faithfully performed the duties of independent directors in strict accordance with relevant laws and regulations and the articles of association.
We believe that the convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, the relevant procedures have been fulfilled for major business decision-making matters, which are legal and effective, the proposals have not harmed the interests of all shareholders, especially the minority shareholders, and have not raised objections to all proposals.
(II) participation in special committees of the board of directors
The Fourth Board of Directors established an audit committee, a nomination committee, a remuneration and assessment committee and a strategy committee. Among them, Xu Liping served as the convener of the audit committee, Gu Qun served as the convener of the nomination committee, and Xiong Xiang served as the convener of the remuneration and assessment committee.
During the reporting period, the special committees of the board of directors held 14 meetings, including 6 meetings of the audit committee, 3 meetings of the nomination committee, 2 meetings of the remuneration and assessment committee and 3 meetings of the strategy committee. As conveners or members of each special committee, we attended each meeting in person and expressed our opinions, and there was no absence without reason.
(III) on site investigation of the company and the company's cooperation with independent directors
During the reporting period, we actively conducted on-site visits to the company, took advantage of the opportunity of attending relevant meetings such as meetings of the board of directors and special committees to have in-depth exchanges with the company's management and business departments, focusing on the company's system construction, standardized operation, financial management and the implementation of the resolutions of the board of directors; Carefully reviewed the company's financial and operating conditions in 2021, focusing on the review of the company's foreign investment, related party transactions and other matters; Always pay attention to the relevant reports of the media and the Internet on the company, timely learn the progress of major matters of the company, and master the business dynamics of the company.
The management of the company attaches great importance to the communication with us, reports the production and operation of the company and the progress of major issues to us through board meetings, special committee meetings, on-site visits and other opportunities, timely introduces the production and operation of the company last year to us after the end of the year, and arranges us to meet with the annual auditor, which provides complete conditions and support for us to perform our duties.
3、 Opinions of independent directors in 2021
According to the articles of association, working system of independent directors and relevant provisions of other laws and regulations, independent directors Gu Qun, Xiong Xiang and Xu Liping expressed their opinions on the following relevant matters of the company during the reporting period and issued written opinions as follows:
Opinions on meeting date, matters and types of opinions
1. Full text and summary of the company's 2020 Annual Report
Independent opinions of the Committee;
2. Independent opinions on the company's profit distribution in 2020
See;
3. About the deposit and payment of the company's raised funds in 2020
Independent opinions on international use;
4. About the company's internal control evaluation report in 2020
Independent opinions on the report and internal control audit report;
5. About raising funds from some convertible corporate bonds of the company
The project will be settled and the surplus fund will be raised permanently
Independent opinions on replenishing working capital;
6. On re signing the house lease contract and related payment
Independent opinions of Yi;
The 7th session of the 4th board of directors About the daily related party transactions of the company in 2020
The 18th meeting of independent consent on the prediction of daily connected transactions on April 1, 2021 and 2021
Opinions;
8. Independent on bank credit and authorization in 2021
opinion;
9. Independent opinions on the renewal of the company's audit institution in 2021
Opinions;
10. About changing the registered capital of the company and amending the company's seal
Cheng and authorized to handle the independent intention of industrial and commercial change registration
See;
11. About using some idle raised funds to purchase financial management
Independent opinions on products;
12. About using the company's idle self owned funds to purchase financial management
Independent opinions on products;
13. About by election of non independent directors of the Fourth Board of directors of the company
Independent opinions on matters;
14. Independent opinions on changes in accounting policies;
15. About the company's external guarantee and the occupation of funds by related parties
Independent opinion on the situation.
