Huafa Industrial Co.Ltd.Zhuhai(600325)
2021 annual report of independent directors
As an independent director of Huafa Industrial Co.Ltd.Zhuhai(600325) (hereinafter referred to as “the company”), in 2021, we earnestly performed our duties and gave full play to the independent role of independent directors in strict accordance with the company law, the securities law, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 – standardized operation and other laws and regulations and the articles of association, Safeguarding the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at board meetings
In 2021, the company held 17 board meetings (including off-site meetings). Our attendance at the board meetings is as follows:
The number of times (Times) (Times) that independent directors should attend the board meeting in person and entrust to attend (Times) (Times) in absentia this year
Zhang Xuebing 17 16 1 0
Wang Yuetang 10
Ding Huang 10 100
Gao Zicheng 10 100 0
Xie Gang 10
Chen Shimin 7 6 1 0
Tan Jinsong 7 7 0 0
Zhang Liguo 7 7 0 0
Jianghua 7 7 0 0
Note: the independent directors of the ninth board of directors of the company are Zhang Xuebing, Chen Shimin, Jiang Hua, Tan Jinsong and Zhang Liguo; In May 2021, the company held a general election and elected the 10th board of directors, of which the independent directors of the 10th board of directors were Zhang Xuebing, Wang Yuetang, Ding Huang, Gao Zicheng and Xie Gang. We acted with caution and diligence, carefully studied the relevant materials provided by the company before the meeting, carefully read and analyzed the meeting documents in combination with our professional knowledge, expressed clear opinions on the matters discussed, and expressed prior approval opinions and independent opinions on the relevant matters according to the relevant regulations of the regulatory authorities. During the reporting period, we did not raise any objection to the relevant deliberations.
When the board of directors was not in session, we continued to pay attention to the daily operation of the company and the impact of major events and policy changes on the company, and timely asked the management of the company, which received a timely reply. The company has provided necessary working conditions and strong support for us to perform the duties of independent directors. We fully understand the operation of the company through on-site investigation, listening to reports, reading materials and participating in discussions, and actively use our professional knowledge to promote the scientific decision-making of the board of directors of the company.
2、 Convening of special committee meetings
During the reporting period, in accordance with the working rules of the special committees under the board of directors and the working procedures for the audit of the annual financial report of the audit committee, the special committees held special meetings on major matters such as the company’s periodic report, internal control construction and executive compensation, and put forward the opinions of the special committee to the board of directors after deliberation. Our attendance at the meetings of the special committee in 2021 is as follows:
Independent strategy committee audit committee remuneration and assessment committee Nomination Committee directors (due / actual) (due / actual) meeting (due / actual) (due / actual)
Zhang Xuebing 0 / 0 0 / 0 1 / 1 0 / 0
Wang Yuetang 0 / 0 2 / 2 1 / 1 0 / 0
Ding Huang 0 / 0 0 / 0 1 / 1 0 / 0
High subprocess 0 / 0 2 / 2 0 / 0 0 0 / 0
Xie Gang 0 / 0 2 / 2 0 / 0 0 / 0
Chen Shimin 0 / 0 4 / 4 3 / 3 2 / 2
Jianghua 0 / 0 0 / 0 3 / 3 0 / 0
Tan Jinsong 0 / 0 4 / 4 0 / 0 2 / 2
Zhang Liguo 0 / 0 4 / 4 3 / 3 2 / 2
3、 Opinions on major issues of the company
In 2021, we fully expressed our opinions and suggestions on the company’s regular report, appointment of accounting firms, lifting of equity incentive and repurchase cancellation, appointment of senior managers, annual guarantee plan, major connected transactions and other matters, actively participated in the audit and supervision of regular reports, gave full play to the professional advantages of independent directors, listened to the company’s management’s report on the operation of 2021, and put forward our opinions on the development of the company, Faithfully perform the duties of independent directors. Express opinions on major issues such as the company’s strategic development, further improving the company’s control level, related party transactions, improving and perfecting the long-term incentive mechanism, and remind the company’s management to pay attention to the trend of national macro policies and real estate market risks in the future.
4、 Inspection of the company
In 2021, we paid close attention to the company’s production, operation and financial situation, kept close contact with the company’s senior managers through telephone and e-mail, timely obtained the progress of the company’s major issues, mastered the company’s business dynamics, paid close attention to the impact of external environment and market changes on the company, and paid close attention to the relevant reports published by the media.
5、 Protection of investors’ rights and interests
1. Continue to pay attention to the company’s information disclosure, effectively supervise and verify the timely disclosure of major matters, ensure the authenticity, timeliness, accuracy and integrity of the company’s information disclosure, and effectively safeguard the legitimate rights and interests of investors and public shareholders.
2. Perform duties diligently and safeguard the interests of minority shareholders. During the reporting period, we carefully consulted relevant documents and materials on the proposals submitted to the board of directors for deliberation, and inquired and verified with relevant departments and personnel to effectively safeguard the interests of minority shareholders.
3. Strengthen self-study, actively participate in the training organized by the regulatory authorities, constantly deepen the understanding of relevant laws and regulations, improve the ability to protect the interests of the company and investors, and improve the awareness of consciously protecting the interests of minority shareholders.
6、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we continued to pay attention to the company’s production and operation, management and internal control construction, the implementation of resolutions of the board of directors, related party transactions, equity incentive, external guarantee and business development, actively perform the duties of independent directors and promote the objectivity and scientificity of the decision-making of the board of directors.
In 2022, we will continue to improve our ability to perform our duties, perform the duties of independent directors as always and diligently, and protect the legitimate rights and interests of all shareholders, especially minority shareholders. Independent directors: Zhang Xuebing, Wang Yuetang, Ding Huang, Gao Zicheng, Xie Gang April 8, 2022
