China Hainan Rubber Industry Group Co.Ltd(601118)
Report on the work of independent directors in 2021
As an independent director of China Hainan Rubber Industry Group Co.Ltd(601118) (hereinafter referred to as "the company" or " China Hainan Rubber Industry Group Co.Ltd(601118) "), in 2021, we performed our duties honestly and diligently and exercised our powers independently and prudently in strict accordance with the company law, the securities law, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association, the working system of China Hainan Rubber Industry Group Co.Ltd(601118) independent directors and other relevant regulations and requirements, Carefully considered various proposals of the board of directors and special committees, expressed independent opinions and prior approval opinions on major matters of the company, gave full play to the role of independent directors, and effectively safeguarded the legitimate rights and interests of the company and all shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) basic personal information of independent directors
Chen Lijing: graduate degree in accounting. From 1993 to 1998, he was an associate professor of accounting department of Central University of Finance and economics; From January 1998 to November 2011, he served as associate professor and master supervisor of Business School of Renmin University of China; From March 2008 to March 2014, he served as an independent director of China Cssc Holdings Limited(600150) Heavy Industry Co., Ltd; From June 2009 to may 2014, he served as Avicopter Plc(600038) independent director; From May 2012 to may 2018, he served as Black Peony (Group) Co.Ltd(600510) independent director; From December 2015 to may 2021, he served as Henan Yuguang Gold & Lead Co.Ltd(600531) independent director; From January 2018 to now, he has served as Hg Technologies Co.Ltd(300847) independent director; From November 2017 to now, he has served as China Hainan Rubber Industry Group Co.Ltd(601118) independent director.
Wang Zeying: Master of business administration, certified public accountant and certified tax agent. From January 2010 to September 2012, he served as senior vice president of Wanguo data services Co., Ltd; From October 2012 to December 2015, served as CFO of Huayun Data Group Co., Ltd; From January to December 2016, he served as the investment director of xingtie Capital Investment Management Co., Ltd; From November 2016 to now, he has served as Beijing Jiaxun Feihong Electrical Co.Ltd(300213) independent director; From January 2017 to November 2020, served as senior financial adviser of Beijing Yixin United Investment Management Co., Ltd; From May 2021 to now, he has served as an independent director of escort Technology Co., Ltd. and Whirlpool (China) Co.Ltd(600983) (China) Co., Ltd; From November 2017 to now, he has served as China Hainan Rubber Industry Group Co.Ltd(601118) independent director.
Lin Weifu: Bachelor, researcher and doctoral supervisor of hot cultivation. From June 1995 to March 2015, he served as deputy director and researcher of Rubber Research Institute of Chinese Academy of Tropical Agricultural Sciences; From December 2015 to March 2020, he served as deputy director and researcher of Academic Committee of Chinese Academy of Tropical Agricultural Sciences (reappointment); From November 2017 to now, he has served as China Hainan Rubber Industry Group Co.Ltd(601118) independent director.
Zhang Sheng: Doctor of law, researcher and doctoral supervisor. From July 2000 to February 2013, he served as lecturer, associate professor and professor of China University of political science and law, vice president of the school of law and executive vice president of the Institute of comparative law; From January 2013 to November 2014, he served as professor and doctoral supervisor of the school of law of Beijing Jiaotong University; From June 2016 to September 2020, he served as Shede Spirits Co.Ltd(600702) independent director; Since November 2014, he has been a researcher and doctoral supervisor of the Institute of law of the Chinese Academy of Social Sciences; From October 15, 2021 to now, he has served as China Hainan Rubber Industry Group Co.Ltd(601118) independent director.
(II) description of independence
As an independent director of the company, we do not hold any position in the company other than an independent director, nor do we hold any position among the main shareholders of the company. There is no relationship with the company and the main shareholders of the company that hinders our independent and objective judgment. We have the independence required by the independent director rules of listed companies and other relevant systems and regulations of the CSRC, and there is no situation that affects our independence.
2、 Performance of duties in 2021
(I) participation of independent directors
In 2021, the company held 5 general meetings of shareholders, 17 meetings of the board of directors and 18 special committees of the board of directors. We performed our duties diligently, attended relevant meetings and considered important matters of the company in strict accordance with the requirements of relevant laws and regulations. The specific attendance is as follows:
Participation in the board of directors name of the sole director of the board of directors
Number of meetings that should be attended number of meetings that should be attended in person number of door committees
Chen Lijing 17 2 18
Wang Zeying 17 2 18
Lin Weifu 17 17 5 7
Zhang Sheng 5 5 1 3
Note: independent director Zhang Sheng was elected as an independent director of the company by the general meeting of shareholders on October 15, 2021. After being elected, the board of directors and the general meeting of shareholders were held five times.
(II) relevant resolutions and voting
During the reporting period, based on the principle of prudence and objectivity, we carefully examined all proposals considered by the board of directors and the special committee in office with a diligent and responsible attitude, exercised voting rights independently, objectively and prudently, voted in favour of all proposals, and there was no lack of seats or entrusted other independent directors to attend and exercise voting rights on behalf of the board of directors.
(III) training and investigation
During the reporting period, we participated in relevant trainings held by Shanghai Stock Exchange and Hainan securities regulatory bureau and obtained qualification certificates. Through targeted training, we deepened our understanding of regulatory regulations, continuously expanded our vision and improved our ability to perform our duties.
At the same time, in order to fully understand the operation of the company's important subsidiaries and improve the scientificity of decision-making, from May 17 to 23, 2021, we went to Jiangsu adefu company, Qingdao Longjiao company, Qingdao Feixiang company, Yunnan land Airlines Company, Yunnan Haijiao company, Yunnan Feixiang company and other China Hainan Rubber Industry Group Co.Ltd(601118) subordinate subsidiaries to carry out research on operation management and risk management, and learn more about the corporate governance Production and operation.
In view of the problems found in the research process and relevant management, we put forward reasonable opinions and suggestions in combination with our own professional directors. The company attaches great importance to and actively cooperates with independent directors to carry out investigation and research, providing good conditions and services for independent directors to perform their duties.
(IV) the company's cooperation with independent directors
In 2021, the company's senior managers and business departments attached great importance to communication with us, and carried out continuous and smooth communication through on-site meetings, e-mail, telephone and other forms, so that we can timely understand the company's production and operation dynamics and the progress of major issues, and help us put forward constructive opinions and suggestions on the relevant motions of the company's board of directors on the basis of full understanding of the situation. Before convening the general meeting of shareholders, the board of directors and relevant meetings, the company carefully prepared meeting materials and reported important matters, timely answered our questions or provided relevant materials, and provided complete conditions and support for our performance of duties.
3、 Key concerns
(I) related party transactions
During the reporting period, we strictly reviewed the annual daily connected transactions submitted to the board of directors for consideration. In accordance with the requirements of the regulatory system and in combination with the actual situation of the company, we reviewed and confirmed the necessity, objectivity and fairness of the above connected transactions in advance, issued independent opinions, and urged the company to strictly implement the resolutions of the board of directors.
(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 transactions and external guarantees of listed companies issued by the CSRC, as an independent director of the company, based on our independent, objective and impartial judgment, we have carefully verified the guarantees provided by the company to our subsidiaries in 2021. The guarantee acts of the company are based on meeting the needs of the operation and business development of our subsidiaries, Strictly abide by the provisions of relevant systems, standardize the external guarantee behavior, effectively control the guarantee risk, follow the principles of fairness, openness, fairness and rationality, the decision-making procedures are legal and compliant, and there is no damage to the interests of the company and shareholders. In addition, the company does not occupy the funds of the controlling shareholders.
(III) use of raised funds
During the reporting period, we expressed our independent opinions on the special report on the deposit and actual use of raised funds, the change of investment projects of raised funds, and the permanent supplement of working capital by raised funds. The company's decision to change the raised investment project and permanently supplement the remaining raised funds with working capital, taking into account the national policies, production and operation environment, market factors, etc., is based on the actual situation of the project and the rational use of the raised funds, which is in line with the company's development strategy, is conducive to improving the use efficiency of the raised funds, is in line with the actual situation of the company, and does not damage the interests of shareholders, especially small and medium-sized shareholders.
(IV) nomination and remuneration of senior managers
During the reporting period, the nomination and appointment procedures of directors and senior managers of the company were in strict accordance with the provisions of the company law, the articles of association and other laws and regulations. We strictly reviewed the remuneration and assessment scheme, procedures and results of senior managers, and believed that the company strictly followed the management measures for assessment of senior managers, and the assessment and remuneration payment procedures met the specified requirements, without damaging the interests of shareholders.
(V) performance forecast
On January 29, 2021, the company issued the performance forecast announcement on the website of Shanghai Stock Exchange and designated media, and there was no correction of the performance forecast. The contents and procedures of the announcement met the relevant requirements of Shanghai Stock Exchange.
(VI) appointment or replacement of accounting firms
During the reporting period, the company continued to employ Zhongshen Zhonghuan Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2021. In the process of providing audit services for the company, the institution followed the independent, objective and fair practice standards and completed various annual audits.
(VII) cash dividends and other investor returns
During the reporting period, according to the company's capital status and the relevant provisions of the CSRC on dividends of listed companies, the company distributed RMB cash dividends of 0.056 yuan (including tax) to all shareholders for every 10 shares based on the total share capital of 4279427797 shares at the end of 2020, with a total distributed profit of 2396479566 yuan, which is in line with relevant laws and regulations and the articles of association.
(VIII) performance of commitments of the company and shareholders
During the reporting period, according to the requirements of the guidelines for the supervision of listed companies No. 4 - commitments of listed companies and their related parties, the company and its controlling shareholders were able to actively fulfill their commitments, and there was no violation of their commitments. We will continue to urge the company and relevant entities to strictly fulfill their commitments and do a good job in information disclosure.
(IX) implementation of information disclosure
In 2021, the company disclosed 97 temporary announcements and 55 special reports on the website of Shanghai Stock Exchange and designated media in strict accordance with regulatory rules and information disclosure system. We believe that the company has established a sound information disclosure system, the relevant information disclosure personnel can strictly abide by the provisions of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, and perform the obligation of information disclosure, and the information disclosure of the company has been timely, fair, true, accurate and complete. We will continue to pay attention to and supervise the company's information disclosure and keep abreast of relevant information.
(x) implementation of internal control
After verification, we believe that the 2021 internal control evaluation report issued by the company truly and objectively reflects the operation of the company's internal control. During the reporting period, in order to strengthen the construction of internal control and ensure the effective operation of internal control, the company continued to optimize the management process, strictly control business risks, continuously improve the scientificity and effectiveness of management, and the overall internal control was standardized and effective. After auditing the internal control of the company, Zhongshen Zhonghuan Certified Public Accountants (special general partnership) believes that the company has maintained effective internal control over financial reporting in all major aspects.
（11） Operation of the board of directors and its subordinate special committees
During the reporting period, the four committees of audit, strategy, remuneration and assessment and nomination under the board of directors of the company held a total of 18 meetings in accordance with their respective working rules. The convening and convening of the meeting met the legal procedures. All members carefully considered all proposals in accordance with the procedures and actively put forward professional suggestions and opinions to the company. 4、 Overall evaluation and recommendations
In 2021, based on the principles of objectivity, impartiality, honesty, trustworthiness and diligence, we faithfully fulfilled the responsibilities and obligations of independent directors in accordance with the requirements of various laws and regulations, made use of professional knowledge to provide advice and suggestions for the sustainable development of the company, assisted the scientific decision-making of the board of directors, played a positive role in promoting the steady development and standardized operation of the company, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent directors: Chen Lijing, Wang Zeying, Lin Weifu, Zhang Sheng
