Haitian Water Group Co.Ltd(603759)
Annual report of independent directors in 2021
As independent directors of Haitian Water Group Co.Ltd(603759) (hereinafter referred to as "the company"), we faithfully perform the obligation of diligence of independent directors, exercise our powers independently and responsibly, and pay attention to the development of the company in strict accordance with the provisions and requirements of relevant laws, regulations and systems, such as the company law, the securities law, the rules for independent directors of listed companies, the articles of association and the working system of independent directors of the company, Actively attended the board of directors and relevant meetings held by the company in 2021, carefully considered various proposals, participated in major business decisions of the company, and expressed opinions on major matters independently and objectively, gave full play to the independent role of independent directors, and effectively safeguarded the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders.
1、 Basic information of independent directors
There are three independent directors in the third board of directors of the company, namely Ms. Duan Hong, Mr. Ye Hong and Mr. Luo Peng. The specific personal information is as follows:
Duan Hong: female, born in June 1964, Chinese nationality, without overseas permanent residency, majoring in enterprise management of Southwest Jiaotong University, with a doctoral degree, certified tax agent, certified public accountant and senior accountant. He has successively served as the project manager of Sichuan Huaxin (Group) accounting firm, the deputy director of Sichuan Tongde accounting firm, and the independent director of Sichuan Tianxiang environment Co., Ltd; He is currently an associate professor of the accounting department of the school of economics and management of Southwest Jiaotong University and an independent director of Yili CHUANNING Biotechnology Co., Ltd. and has been an independent director of the company since March 2019.
Luo Peng: male, born in October 1974, Chinese nationality, without permanent residency abroad, majoring in law at Sichuan University, with a master's degree. Successively served as bureau of township enterprises, Yanjiang District, Ziyang City
Staff member of Ziyang Municipal Bureau of land and resources, partner of Sichuan Zhigao law firm, now Chengdu Institute of Technology
Lecturer of University Law School and senior partner of Shanghai jintiancheng (Chengdu) law firm, 2019
He has been an independent director of the company since December.
Ye Hong: male, born in April 1962, Chinese nationality, without permanent residency abroad, Qing Dynasty
Major in environmental engineering, Huahua University, bachelor degree, registered engineering consulting (investment) engineer, note
Volume public works (water supply and drainage) engineer, registered environmental protection (water treatment) engineer and registered environmental protection engineer
Environmental impact assessment engineer. He has successively served as the director of Sichuan Academy of ecological and Environmental Sciences (formerly Sichuan Environmental Science Research Institute)
Engineer, director, vice president and President of the Academy of Conservation Sciences, and now he is the ecological environment of Sichuan Province
Researcher of the Academy of Environmental Sciences, independent director of the company since March 2019.
As an independent director of the company, we have not held any position in the company other than an independent director
Nor did he hold a position in the company's shareholder unit, and there was no situation affecting his independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders' meeting
In 2021, the company held 14 meetings of the board of directors and 5 meetings of shareholders, and the meetings were held in accordance with the requirements
Legal procedures. We attended the board of directors on time, and there was no absence or absence for two consecutive times
Personal attendance.
Participation in the board of directors and the general meeting of shareholders
The name of the independent director shall be present in person, the number of times the entrusted director is absent, the number of times he should attend the meeting, and the number of times he actually attends the meeting
Segment macro 14 0 0 5
Luo Peng 14 0 05
Ye Hong 14 0 05
(II) the company's cooperation with independent directors
The management of the company attaches great importance to the communication with independent directors. Through meetings, communication with accountants and other channels, independent directors have an in-depth understanding of the company's operation and management and the progress of major matters. At the same time, take advantage of the opportunity of attending the company's meeting to actively have a discussion with the company's management to further understand the company's strategic planning, operation and financial situation; We also keep in close contact with the company's directors, supervisors and senior managers through telephone and e-mail, and always pay attention to the relevant reports of the company's website, exchange website, newspaper and other media and networks, timely learn the progress of the company's major issues, master the company's business dynamics, and supervise the company's fair performance of information disclosure and investor relations management activities, It has guaranteed the right to know of the majority of investors, effectively protected the rights and interests of the majority of investors, and actively performed the duties of independent directors.
During the reporting period, we carefully studied the relevant laws, regulations and other relevant documents issued by China Securities Regulatory Commission and Shanghai Stock Exchange, continued to strengthen our understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, and improved our ability as independent directors to safeguard the interests of the company and the legitimate rights and interests of shareholders. When performing their duties, the company provides convenience for independent directors, and all the work carried out by independent directors has been actively supported and cooperated by the company's management.
(III) review of decision-making matters
The board of directors of the company has a strategy and Development Committee, a remuneration and assessment committee, an audit committee and a nomination committee. We serve as members of the above-mentioned special committees. In the process of performing our duties, we took a diligent and responsible attitude, gave full play to our professional expertise, and focused on the consideration and control of the company's periodic reports, related party transactions, foreign investment and other matters. Before the meetings of the board of directors and various professional committees are held, we conduct objective and prudent thinking on the proposals submitted for deliberation, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we put forward reasonable suggestions to the company based on our professional knowledge and practice experience, and issued relevant written opinions according to the scope of responsibilities of independent directors and professional committees.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
According to the requirements of the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the management system of related party transactions of the company, we have reviewed all related party transactions of the company and believe that related party transactions are necessary for the production and operation of the company, comply with normal commercial terms and the principle of fairness, and there is no situation that damages the interests of the company and minority shareholders.
(II) external guarantee and fund occupation
During the reporting period, the company had no capital occupation. In addition to providing guarantee for the financing of subsidiaries, the company has no other external guarantee. We have carefully reviewed the relevant proposals and believe that the guarantee provided by the company for subsidiaries is in line with the interests of the company and all shareholders, the risk is within the controllable range and will not have an adverse impact on the financial status and operating results of the company.
(III) use of raised funds
The deposit and use of the company's raised funds in 2021 have fulfilled the necessary procedures and comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, the articles of association and the raised funds management system, There is no situation that damages the interests of the company's shareholders, especially the minority shareholders
(IV) nomination and remuneration of senior managers
During the reporting period, the company appointed the president and CEO. We reviewed the qualifications of candidates in accordance with the provisions of the company law, the securities law and the articles of association, and issued independent opinions with explicit consent. The appointment procedures were legal and compliant.
(V) performance forecast and performance express
During the reporting period, the company had no performance forecast and performance express.
(VI) appointment or change of accounting firm
The company renewed the appointment of ShineWing Certified Public Accountants (special general partnership) as the company's financial audit institution in 2021. The relevant proposals were reviewed and approved by the audit committee of the board of directors, the board of directors and the general meeting of shareholders, and we issued independent opinions approved and expressly agreed in advance.
(VII) cash dividends and other investor returns
According to the resolution of the 2020 annual general meeting held on May 14, 2021, the company will distribute a cash dividend of 1.69 yuan (including tax) for every 10 shares to all shareholders registered on the equity registration date, which will be implemented on May 31, 2021, in line with the provisions of the articles of Association on profit distribution policy. We believe that the company's profit distribution plan for 2020 fully considers the company's current business development, profitability, capital demand, reasonable return of shareholders and other factors, which is conducive to the sustainable, stable and healthy development of the company and does not damage the legitimate rights and interests of the company and shareholders. (VIII) implementation of information disclosure
During the reporting period, the company completed the preparation and disclosure of the 2020 annual report, the first quarter, semi annual and third quarter reports of 2021; 84 temporary announcements have been disclosed, and the necessary approval procedures have been effectively performed. We believe that the information disclosure of the company complies with the provisions of relevant laws and regulations and the articles of association.
(IX) implementation of internal control
The company hired ShineWing Certified Public Accountants (special general partnership) to audit the effectiveness of the company's internal control in 2021 and issue audit opinions. During the reporting period, the company's internal control system was sound and there were no major defects in internal control.
(x) operation of the board of directors and its subordinate special committees
During the reporting period, the special committee of the board of directors earnestly performed its functions and held 9 audit committees, 1 Nomination Committee and 5 strategy and development committees. Each committee diligently and conscientiously deliberated on matters in their respective fields.
4、 Overall evaluation and recommendations
As an independent director of the company, in the spirit of being responsible for all shareholders, we perform the duties of an independent director in strict accordance with the relevant provisions of the securities law, the Listing Rules of Shanghai Stock Exchange and the company's working system for independent directors, actively understand the company's business situation, participate in the meetings of the board of directors, the general meeting of shareholders and the Special Committee on time, carefully verify the major matters of the company and express independent opinions. In 2022, adhering to the principles of prudence, diligence and integrity, we will faithfully perform the duties and obligations of independent directors, give full play to our professional advantages and independent status, provide more constructive opinions and suggestions for the decision-making of the board of directors, safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and promote the standardized operation of the company.
Hereby report, thank you!
Independent directors: Duan Hong, Ye Hong and Luo Peng April 11, 2022
