As an independent director of Datang Huayin Electric Power Co.Ltd(600744) (hereinafter referred to as “the company, Datang Huayin Electric Power Co.Ltd(600744) “), we faithfully perform our duties and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other laws and regulations, as well as the articles of association and independent director system. The report on the performance of duties in 2021 is as follows:
1、 Basic information of independent directors
Xu Liping: Professor of accounting, former director of the Department of financial management of Hunan University, now professor of accounting and doctoral supervisor of the school of Business Administration of Hunan University.
Liu Donglai: senior accountant. He has successively served as the director of the audit department and the director of the financial department of Hunan electric power company. Now he has retired.
Peng Jiangang: Professor of the school of Finance and statistics, successively served as secretary and vice president of the general Party branch of the school of finance of Hunan University, vice president of the Research Institute of Hunan University, chief scientist of 985 project, and member of the Party committee of Hunan University of the Communist Party of China. He is currently a member of the academic committee of Hunan University, director of the financial management research center, Professor of the school of Finance and statistics and doctoral supervisor of finance. Shirley: Professor of economics. He has successively served as lecturer and associate professor of the Department of economics, School of economics and trade, Hunan University, assistant dean, Professor of economics and doctoral supervisor of the school of economics and trade, Hunan University. He is currently the director, Professor of economics and doctoral supervisor of the “carbon peak and carbon neutralization” research center of Hunan University.
The independent directors of the company have no interests with the controlling shareholders and their affiliates of the company, and have no other economic contacts with the company except for the appointment of independent directors, so they are independent. 2、 Annual performance of independent directors
As an independent director, in 2021, we were independent, honest, diligent and conscientious, and actively participated in the general meeting of shareholders, the meetings of the board of directors and the special committees of the board of directors. In 2021, the company held two strategic committees, one meeting of the remuneration and assessment committee, seven meetings of the nomination committee, six meetings of the audit committee, 14 meetings of the board of directors and four meetings of shareholders. Independent directors personally participated in the meetings and carefully considered various proposals of the board of directors and special committees of the board of directors. For major issues that need to be decided by the board of directors, we take the initiative to understand and obtain the relevant information and materials required before making decisions. At the meeting, we carefully consider various proposals, actively participate in the discussion, fully express opinions and suggestions, and make decisions prudently. During the reporting period, independent directors visited and inspected the company for many times, and the company’s executives comprehensively reported the company’s production and operation and the progress of major events this year. Independent directors have earnestly fulfilled their responsibilities and obligations and performed their duties diligently in the preparation and disclosure of periodic reports. After the annual audit certified public accountant issued the preliminary audit opinion, the independent directors held a communication meeting with the annual audit certified public accountant in the form of telephone meeting, timely found and coordinated to solve the problems existing in the audit work, and ensure the accuracy and integrity of the company’s financial information disclosure. Independent directors have an in-depth understanding of the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of resolutions of the board of directors, financial management, business development and other related matters, consulted relevant materials, communicated with relevant business departments, and actively cooperated with the company to ensure the compliance operation of the company.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In 2021, the company had the following related party transactions: the proposal on the transfer of 49% equity of Datang Huayin Hunan Power Materials Co., Ltd., a joint-stock enterprise of the company to related parties, the proposal on daily related party transactions in Datang Huayin Electric Power Co.Ltd(600744) 2021, the proposal on the company’s joint-stock investment in China Datang Group Finance Co., Ltd. to increase the registered capital, the proposal on the company’s financial assistance to related parties Proposal on guarantee provided by the company for financing of related parties.
Before the meeting, the independent directors pre examined the related party transaction proposal and expressed independent opinions, and then submitted it to the audit committee and the board of directors for deliberation. When the board of directors and the general meeting of shareholders voted, the related parties avoided voting. After the meeting, the voting results were disclosed in the form of announcement of meeting resolutions, and the proposals have been implemented.
(II) external guarantee and fund occupation
As of December 31, 2021, the total external guarantee of the company was 651 million yuan, the same as last year. And all of them provide guarantee for bank loans from Datang Huayin Youxian Energy Co., Ltd., an associate of the company. In addition, the company and its holding subsidiaries have no other external guarantees or overdue guarantees.
The company has no non operational occupation of funds by the controlling shareholders and their related parties. (III) use of raised funds
nothing
(IV) nomination and remuneration of directors and senior managers
After the review and approval of the proposal of the board of directors and the Executive Committee of the company, 5 independent directors have been nominated and approved during the report period.
In terms of remuneration, affected by the epidemic, the board of directors of the company has not conducted an annual assessment of the company’s leading group. After the assessment results come out, they need to be reviewed and approved by the company’s remuneration and assessment committee and independent directors, and then submitted to the board of directors and the general meeting of shareholders for deliberation and approval.
(V) performance forecast and performance express
On January 29, 2022, the announcement of the company’s annual performance loss in 2021 was issued. According to the preliminary calculation of the company’s financial department, the net profit attributable to the shareholders of the listed company in 2021 is expected to be -2.128 billion yuan to -2.468 billion yuan.
(VI) appointment or replacement of accounting firms
In 2021, the company renewed the appointment of Tianzhi International Certified Public Accountants (special general partnership) as the annual audit firm of the company. The proposal on the company’s re employment of Tianzhi International Certified Public Accountants (special general partnership) and payment of audit fees in 2020 was deliberated and approved by the audit committee, the board of directors and the general meeting of shareholders, and the implementation of the proposal was completed.
(VII) cash dividends and other investor returns
As the accumulated profit of the company is negative, no dividend will be paid in 2021.
(VIII) performance of commitments of the company and shareholders
The controlling shareholder of the company, China Datang Group Co., Ltd. (hereinafter referred to as “Datang Group”), has standardized the commitment to avoid and solve horizontal competition made during the split share structure reform of the company in 2006. Now the relevant matters are explained as follows:
Datang Group promises:
1. Inject high-quality power assets in Hunan into Datang Huayin Electric Power Co.Ltd(600744) , when profitability improves and relevant conditions are met, no later than 3 years.
2. The assets to be injected by Datang Group shall meet the following conditions at the same time:
(1) The assets to be injected do not show any adverse change trend such as the decline of profitability predicted by the company;
(2) After the asset injection, it must be conducive to improving the asset quality of the listed company, enhancing the company’s sustainable profitability and improving the company’s financial situation. Among them, the earnings per share or return on net assets of the listed company must show a thickening trend;
(3) The assets to be injected must meet the listing conditions, including clear ownership, perfect approval procedures, etc.
The company issues non-public private additional shares to Datang Group to purchase high-quality power assets of Datang Group in Hunan; Completed before June 30, 2017.
In order to fulfill its commitments, the board of directors of the company held the 8th meeting in 2014, deliberated and adopted nine proposals related to asset restructuring, including the proposal on the company’s issuance of shares to purchase assets and raising supporting funds and related party transactions, and started asset integration. On June 26, 2015, the company obtained the approval of Datang Huayin Electric Power Co.Ltd(600744) issuing shares to China Datang Group Corporation and other companies to purchase assets and raise supporting funds (zjxk [2015] No. 1421) from the CSRC. At present, the reorganization has been completed (see the report on the implementation of the company issuing shares to purchase assets and raising supporting funds and related party transactions in China Securities Journal and Shanghai Securities Journal on September 30, 2015 for details).
At present, Datang Group still has power assets in Hunan: 1 Datang Shimen Power Generation Co., Ltd. has an installed capacity of 600MW. Datang Group shares 49%. 2. Datang Hengyang Power Generation Co., Ltd., with an installed capacity of 21.9 MW. Datang Group holds 66.23%. Due to the current poor operating performance of Datang Shimen Power Generation Co., Ltd., which can not guarantee the sustainable profitability, the asset scale of Datang Hengyang Power Generation Co., Ltd. is very small, and the number of shareholders is scattered, which is difficult to confirm the right. Therefore, the above two assets can not meet the needs of asset injection.
In view of the actual situation and in order to completely solve the problem of horizontal competition, the company has communicated with the controlling shareholder for many times. In June 2021, the controlling shareholder Datang Group issued the notice on canceling the Hunan Branch of the group company. According to the notice, “The Hunan Branch of China Datang Group Co., Ltd. will be abolished, and the relevant leaders will be naturally dismissed. Datang Huayin Electric Power Co.Ltd(600744) as the management subject of the group company in Hunan, perform relevant management responsibilities.” By the end of December 2021, the Hunan Branch of Datang Group had been cancelled, and relevant executives no longer had part-time jobs. At the same time, Datang Group entrusted Datang Huayin Electric Power Co.Ltd(600744) to manage Hengyang company and Shimen company. The entrusted management period is until the controlling shareholder injects it into Datang Huayin Electric Power Co.Ltd(600744) or sells it to other unrelated enterprises through legal means, or changes the above asset business and no longer involves power generation business, which essentially solves the problem of horizontal competition between Datang Huayin Electric Power Co.Ltd(600744) and the controlling shareholder. The matter has been discussed at the first meeting of Datang Huayin Electric Power Co.Ltd(600744) board of directors in 2022 Datang Huayin Electric Power Co.Ltd(600744) adopted at the first extraordinary general meeting of shareholders in 2022.
(IX) implementation of information disclosure
In 2021, the company issued 71 temporary announcements, including 14 resolutions of the board of directors, 5 resolutions of the board of supervisors, 4 resolutions of the general meeting of shareholders and 48 other temporary announcements, announcing the reduction of shareholders’ holdings, related party transactions, private placement, etc. In addition, the company also issued four periodic reports, which fully reflected the changes in the company’s financial situation and operating results in the past year.
(x) implementation of internal control
The second meeting of the board of directors in 2021 deliberated and approved the proposal on the company’s 2020 internal control self-evaluation report and the proposal on the company’s 2020 internal control audit report. According to the identification of major defects in the company’s internal control over financial reporting, there are no major defects in the internal control over financial reporting on the benchmark date of the internal control evaluation report. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations.
According to the identification of major defects in the company’s internal control over non-financial reports, the company found no major defects in the company’s internal control over non-financial reports on the benchmark date of the internal control evaluation report. There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
（11） Operation of the board of directors and its subordinate special committees
See “II. Overview of annual performance of independent directors; III. information on key matters of annual performance of independent directors: (I) related party transactions, (IV) nomination and remuneration of directors and senior managers, (VI) appointment or replacement of accounting firms, and (x) implementation of internal control”.
（12） Other matters that the independent directors think the listed company needs to improve
None.
4、 Overall evaluation and recommendations
During the reporting period, we conscientiously performed the obligations of loyalty and diligence and the duties of independent directors in an independent, honest and diligent manner, complied with the relevant provisions of laws, regulations and the articles of association, and earnestly safeguarded the legitimate rights and interests of all shareholders, especially minority shareholders. Actively attend relevant meetings, carefully review various proposals, pay high attention to the company’s operation and management, development strategy and financial situation, and put forward reasonable opinions on major issues. In accordance with the regulatory requirements, we inspected and guided the relevant work of the company, made objective and fair judgments on the company’s regular reports, related party transactions and other matters during the reporting period, expressed independent opinions and issued special instructions on relevant matters, which laid a foundation for the scientific decision-making of the board of directors. In addition, it also supervised and inspected the performance of directors and senior executives and information disclosure, which promoted the standardized operation of the company, better safeguarded the interests of the company, and made contributions to further improving the corporate governance structure of the company.
