Hunan Aihua Group Co.Ltd(603989)
Report on the work of the fifth 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 the general election of the board of directors and the election of candidates for independent directors of the Fifth Board of directors of the company, and elected independent directors of the Fifth Board of directors. As independent directors of Hunan Aihua Group Co.Ltd(603989) the Fifth Board of directors, During his tenure from November 16, 2021 to December 31, 2021, he earnestly performed the duties of independent directors 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 and the working rules of independent directors, exercised the rights of independent directors entrusted by the company carefully, honestly and diligently, and carefully understood the operation of the company, Participated in the decision-making of major matters of the company, expressed independent opinions on relevant matters, gave full play to the role of independent directors, and safeguarded the legitimate rights and interests of all shareholders, especially minority 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 the fields of accounting, law and electronic components. 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 5th board of directors of the company are Mr. Xiao Haijun, Mr. Deng Zhonghua and Ms. Huang Sen.
(I) basic personal information of independent directors
1. Xiao Haijun, male, born in 1965, Chinese nationality, without permanent overseas residency, doctoral degree. From October 2007 to September 2008, he was a visiting scholar at the Law School of the University of Nottingham, UK. He used to be a lecturer and associate professor in the Department of political history of Shaoyang University, a part-time lawyer of Hunan Tongcheng law firm and a part-time lawyer of Shanghai Jianwei (Changsha) law firm. He is currently a professor and doctoral supervisor of the Law School of Hunan University, director of the academic committee of the Law School of Hunan University, director of the research center of commercial law and investment law of Hunan University, director of the civil and commercial law science research center of the Law School of Hunan University, executive director of the Commercial Law Research Society of China law society, vice president of the civil and Commercial Law Research Society of Hunan law society, and part-time lawyer of Beijing deheheng (Changsha) law firm, Arbitrator and expert member of Changsha Arbitration Commission, independent director of saines environmental protection Co., Ltd., Lihe Technology (Hunan) Co.Ltd(300800) (Hunan) Co., Ltd., Hunan Xiangjia Animal Husbandry Company Limited(002982) independent director, Hunan Mendale Hometextile Co.Ltd(002397) independent director and independent director of the company.
2. Deng Zhonghua, male, born in 1968, Chinese nationality, without permanent overseas residency, doctoral degree. Former teacher of Yiyang vocational and Technical College (formerly Yiyang supply and Marketing School), director of Hunan Zhongjun High Tech Co., Ltd. Hunan Copote Science Technology Co.Ltd(600476) independent director, Hunan Friendship&Apollo Commercial Co.Ltd(002277) independent director, Hunan Heshun Petroleum Co.Ltd(603353) independent director, and independent director of Chuangzhi Heyu Information Technology Co., Ltd. He is currently a professor of Changsha University (formerly Changsha University), an independent director of Sany Heavy Energy Co., Ltd., an independent director of Yunnan Gold Mining Group Co., Ltd., an independent director of Changde Xincai Technology Co., Ltd. and an independent director of the company.
3. Huang Sen, female, born in 1989, Chinese nationality, without permanent overseas residency, master's degree. Former Beijing Easpring Material Technology Co.Ltd(300073) R & D Engineer. He is currently the Assistant Secretary General of China electronic components industry association, the Secretary General of science and Technology Commission, Shenzhen Microgate Technology Co.Ltd(300319) independent director and independent director of the company.
(II) qualification of independent directors and whether there is any situation affecting their independence
The immediate family members and major social relations members of Ms. Xiao Haijun, Mr. Deng Zhonghua and Ms. Huang Sen do not directly or indirectly own the shares of the company, and there is no relationship with other directors, supervisors, shareholders and actual controllers holding more than 5% of the shares 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 3 meetings, including 1 meeting in combination with communication and 2 meetings in communication voting. The attendance at the meeting 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
Xiao Haijun 3 1 2 0 0 0 No 1
Deng Zhonghua 3 1 2 0 0 0 0 1
Huang Sen 3 0 3 0 0 0 No 1
During the reporting period, we attended the board of directors and shareholders' meeting of the company on time, carefully reviewed the proposal materials, actively participated in the discussion of various topics, put forward reasonable suggestions, and faithfully performed the duties of independent directors. 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 Fifth Board of Directors established audit committee, nomination committee, remuneration and assessment committee and strategy committee respectively. Among them, Deng Zhonghua served as the convener of the audit committee, Xiao Haijun served as the convener of the nomination committee, and Huang Sen 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.
The reporting period is the transition period. As the convener or member of the nomination committee, we personally attended the meeting of the nomination committee and expressed our opinions, and there was no absence for no reason.
(III) on site investigation of the company and the company's cooperation with independent directors
During the reporting period, we conducted field visits to the company, listened to the reports of the company's management on the standardized operation of the company's production and operation, project construction, internal control standard system construction and the implementation of resolutions of the board of directors, understood the company's operation and financial situation, gave relevant opinions and suggestions on the company's production and operation and internal control system, always paid attention to the impact of external environment and market changes on the company, and paid attention to the media Network reports about the company, timely learn the progress of major matters of the company, and master the operation dynamics of the company.
The management of the company attaches great importance to 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, and provides complete conditions and support for us to perform our duties.
3、 Opinions of independent directors in 2021
According to the articles of association, the working system of independent directors and other relevant provisions of laws and regulations, during the reporting period, independent directors Xiao Haijun, Deng Zhonghua and Huang Sen expressed their opinions on the following relevant matters of the company and issued written opinions as follows:
Opinions on meeting date, matters and types of opinions
On November 16, 2021, the Fifth Board of directors agreed on the nomination and voting procedures of middle and senior managers at the first meeting of the Fifth Board of directors
On November 25, 2021, the independent opinion of the 5th board of directors on not redeeming "Aihua convertible bonds" in advance agreed to the second meeting
On December 16, 2021, the independent opinion of the 5th board of directors on not redeeming "Aihua convertible bonds" in advance agreed to the third meeting
4、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, the related party transactions of the company were based on the market price and followed the principle of fair and reasonable pricing. The related party transactions of the company had performed the corresponding legal approval procedures, and the related directors had avoided during the voting, which was in line with the provisions of relevant laws and regulations. These related party transactions were the needs of the normal operation and development of the company, in line with the actual situation of the company and the overall interests of the company and all shareholders. Related party transactions will not have any adverse impact on the company's financial status and operating results, and the company's main business will not rely on related parties due to such transactions, and there is no behavior damaging the interests of the company and shareholders.
(II) external guarantee and fund occupation
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association of the China Securities Regulatory Commission, we have checked the guarantee of the company in 2021 with a serious and responsible attitude. During the reporting period, the company did not provide external guarantees in violation of regulations, nor did the controlling shareholders, actual controllers and their related parties directly or indirectly occupy the non operating funds of the listed company.
(III) use of raised funds
In accordance with the relevant provisions of the provisions on the management of raised funds of listed companies of Shanghai Stock Exchange and the company's management system of raised funds, we have supervised and inspected the use of the company's raised funds. During the reporting period, the deposit and use of the company's raised funds met the requirements of relevant laws and regulations, reasonably complied with the provisions of relevant laws, regulations and normative documents, and met the actual situation and needs of the company. There was no case that the purpose of the raised funds was changed in a disguised manner and the illegal use of the raised funds harmed the interests of shareholders, which was in line with the objective situation and the sustainable development of the company
(IV) internal control of the company
In 2021, the company's internal control system was generally in good operation. The company's corporate governance, production and operation, information disclosure and other major matters were carried out in strict accordance with the provisions of the company's internal control systems, strengthened the integration of the basic norms of internal control and the company's daily operation management, and played a certain role in promoting the effective implementation of various business activities, ensuring the effective implementation of financial systems, and preventing business risks, It ensures the safe operation of the company's production and the standardized operation of corporate governance.
(V) appointment or replacement of accounting firms
During the reporting period, the company's 2020 annual general meeting and the 18th meeting of the Fourth Board of directors considered and approved the proposal on renewing the company's 2021 audit institution. The fourth independent directors unanimously agreed that the company would continue to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company's 2021 audit institution. We believe that Tianzhi International Certified Public Accountants (special general partnership) has the qualification and professional competence to engage in securities related businesses, meets the conditions for appointing financial audit institutions and internal control audit institutions stipulated in the articles of association, has the experience and ability to provide audit services for listed companies, and can meet the requirements of the company's financial statement audit and internal control audit.
(VI) nomination and remuneration of senior managers
We believe that the nomination and voting procedures of the middle and senior managers of the Fifth Board of directors of the company comply with the relevant provisions of the company law, the articles of association and other laws and regulations, and are legal and effective. After consulting the resumes and other detailed information of the above personnel, we found that there are no cases that we are not allowed to serve as senior managers as stipulated in the company law and other laws and regulations, there is no case that we have been determined as a market prohibited person by the CSRC and have not been lifted, and we have not been subject to any punishment and punishment by the CSRC and Shanghai Stock Exchange. We are not a person subject to dishonesty. We agree with the relevant proposals passed by the board of directors of the company.
The remuneration and assessment committee of the board of directors reviewed the assessment results of senior executives. We believe that the salary of the company's senior managers is formulated according to the salary level of the company's industry and scale, combined with the actual operation of the company, in line with the management regulations of the company's performance appraisal and senior management salary, the salary payment is in line with the provisions of relevant laws, articles of association, rules and regulations, and there is no damage to the interests of the company and shareholders. (VII) cash dividends and investor returns
The company's 2020 annual general meeting of shareholders and the 18th meeting of the Fourth Board of directors deliberated and adopted the
According to the proposal on profit distribution in 2020, the company plans to distribute a cash dividend of 3.2 yuan (including tax) to all shareholders for every 10 shares. Based on 399293985 shares of the company's total share capital before the implementation of the scheme, a cash dividend of 0.32 yuan per share (including tax) was distributed, with a total cash dividend of 12777407520 yuan. We believe that the company's 2020 annual profit distribution plan fully takes into account the company's actual operating performance, cash flow status, capital demand and other factors, and there is no damage to the interests of shareholders, which will not affect the normal operation and long-term development of the company. The deliberation and decision-making procedures, distribution standards and proportion of this proposal are clear and clear, in line with the provisions of the articles of association and relevant deliberation procedures.
(VIII) implementation of information disclosure
The information disclosed during the reporting period shall be true and accurate in accordance with the requirements of laws and regulations of the company
