Huasi Holding Company Limited(002494)
Report on the work of independent director (Ding Jianchen) in 2021
Dear shareholders
As an independent director of the Fourth Board of directors of Huasi Holding Company Limited(002494) (hereinafter referred to as “the company”), during my term of office in 2021, I performed my duties as an independent director in strict accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other laws, regulations and the articles of association Diligently exercise the rights of independent directors, actively attend the relevant meetings of the company in 2021, carefully consider various proposals, express independent opinions on relevant matters, and safeguard the overall interests of the company and shareholders.
The report on my performance of duties as an independent director in 2021 is as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the Fourth Board of directors of the company will hold four meetings before the expiration of the new term, and I will personally attend them. The company held two general meetings of shareholders before the general election of the board of directors on November 11, and I personally attended one. I can attend the meeting of the board of directors on time, attend the general meeting of shareholders as nonvoting delegates, carefully consider the proposal, exercise the voting right with a cautious attitude, and safeguard the legitimate rights and interests of the company’s shareholders, especially the shareholders of social public shares. This year, after careful deliberation, I voted in favour of all the proposals submitted to the board of directors, without objection or abstention. 2、 Independent opinions
In accordance with the provisions of laws, regulations and the company’s rules and regulations, as an independent director of the Fourth Board of directors of the company, I have carefully understood and inspected the company’s business activities in 2021. On the basis of reviewing and reviewing the key issues, I have issued the following independent opinions.
(I) on April 9, 2021, Huasi Holding Company Limited(002494) the independent directors of the 4th board of directors gave their independent opinions on relevant matters of the 17th meeting of the 4th board of directors
As an independent director of the Fourth Board of directors of Huasi Holding Company Limited(002494) (hereinafter referred to as “the company”), in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations and the relevant provisions of the articles of association, after careful and serious research, we hereby express independent opinions on the following matters:
1. Independent opinions on the self-evaluation report of the company’s internal control in 2020
We believe that the company’s internal control related systems comply with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, administrative regulations, normative documents and the articles of association. The internal control related systems are relatively sound and can be effectively implemented. The company’s internal control related activities are carried out and carried out in accordance with the provisions of the company’s internal control related systems, and can be strictly, fully and effectively controlled in related party transactions, external guarantees, use of raised funds, major investment, information disclosure and other key activities, so as to ensure the standardized operation of the company. The 2020 internal control self-evaluation report truly and objectively reflects the establishment of the company’s internal control related systems and the development and operation of internal control. We have no objection to the 2020 internal control self-evaluation report.
2. Independent opinion on reappointment of the company’s external auditor in 2021
We believe that Dahua Certified Public Accountants (special general partnership) has the qualification of securities and futures related business entities, has sufficient independence, professional competence and investor protection ability, and the review procedures comply with the relevant provisions of relevant laws and regulations. The Institute followed the professional standards of independence, objectivity and impartiality in the company’s audit and capital verification in 2020, independently and dutifully completed the company’s audit in 2020, and realized the company’s requirements for financial work in 2020. We are satisfied with its working ability, professionalism and responsible attitude, and agree to renew its appointment as the company’s external audit institution in 2021.
3. Independent opinions on the company’s accumulated and current external guarantees and the funds occupied by related parties
According to the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantees of listed companies (zjf [2005] No. 120) and the articles of association of the company issued by the CSRC, as independent directors of the company, after carefully reviewing the relevant materials, The independent opinions on the company’s accumulated and current external guarantees and funds occupied by related parties are as follows:
1) During the reporting period, the company and its holding subsidiaries did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals, nor did they provide external guarantees or illegal external guarantees that occurred in previous years and accumulated to December 31, 2020;
2) There is no abnormal occupation of the company’s funds by controlling shareholders and other related parties.
4. Independent opinions on 2020 profit distribution plan
According to the guiding opinions on the establishment of independent director system in listed companies, the articles of association and the independent director system
As an independent director of the company, I hereby express the following opinions on the profit distribution plan for 2020 in accordance with the relevant rules and regulations such as the working system of legislative directors:
The company’s main business is in the growth stage and there is a large investment demand; At the same time, the company carried out share repurchase in 2019. Up to now, the company has repurchased 8250100 shares, accounting for 2.1398% of the total share capital of the company, and paid a total amount of 49988255 yuan (excluding transaction costs). According to the opinions on supporting the repurchase of shares by listed companies jointly issued by the CSRC, the Ministry of Finance and the SASAC on November 9, 2018: if a listed company repurchases shares in the form of offer and centralized bidding with cash as consideration, it shall be regarded as a cash dividend of a listed company and included in the relevant proportion of cash dividend. On the premise of fully considering the current operation and long-term development needs and taking into account the reasonable return to investors, combined with the company’s current operation status, capital status and future development needs, the company’s profit distribution plan for 2020 is: in 2020, the company will not distribute profits or convert capital reserve into share capital.
We believe that the 2020 profit distribution plan of the company is in line with the actual situation of the company and the provisions of relevant laws, regulations and the articles of association, and there is no intentional damage to the interests of investors. We agree to submit the above profit distribution plan to the general meeting of shareholders for deliberation.
5. Opinions of independent directors on withdrawing credit and asset impairment losses
The independent directors believe that, based on the principle of prudence and in strict accordance with the accounting standards for business enterprises, the articles of association, the company’s accounting policies and other relevant laws, regulations and normative documents, the company has sufficient basis for the provision of credit and asset impairment losses of relevant assets within the scope of consolidated statements as of December 31, 2020, and the provision methods and decision-making procedures are legal and effective.
After the provision of credit and asset impairment losses, it can more truly and accurately reflect the asset value and financial status of the company, help to provide investors with more reliable accounting information, and there is no situation that damages the interests of the company and all shareholders.
6. Independent opinions on using self owned funds for cash management
The company (including wholly-owned subsidiaries and holding subsidiaries) uses its own idle funds for cash management on the premise of ensuring the normal operation of its main business and capital safety. It makes full use of idle own funds for cash management and selects products with low risk, high liquidity and relatively high return on investment, which is conducive to improving capital use efficiency, reducing financial costs and increasing the income of the company’s cash assets, It will not affect the normal needs of the company’s daily capital turnover, the normal development of the company’s main business, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree that the company (including wholly-owned subsidiaries and holding subsidiaries) can use idle self owned funds with a maximum amount of no more than 150 million yuan at any time for cash management, and the above amount can be recycled.
7. The independent opinions on the proposal of the company’s accounting policy change are as follows:
The change of the company’s accounting policy is a reasonable change according to the requirements of relevant documents of the Ministry of finance, which is in line with relevant regulations and the actual situation of the company. The changed accounting policies can more objectively and fairly reflect the company’s financial status and operating results. There are no legal rights and interests that damage the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. The procedures of this accounting policy change comply with the relevant provisions of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association. Therefore, the independent directors unanimously agreed to the accounting policy change of the company.
(II) on April 9, 2021, prior approval opinions on relevant matters of the 17th meeting of the Fourth Board of directors
Since being employed as the audit institution of the company, Dahua Certified Public Accountants (special general partnership) has adhered to the independent audit standards, diligently fulfilled the responsibilities and obligations of the audit institution, and played an important guiding role in the standardized operation of the company’s finance and the construction and implementation of the internal control system. We agree to renew the appointment of Dahua Certified Public Accountants (special general partnership) as the company’s external auditor in 2021 and submit it to the 17th meeting of the Fourth Board of directors for deliberation.
(III) on August 17, 2021, the independent directors of the Fourth Board of directors gave their independent opinions on matters related to the 19th meeting of the Fourth Board of directors
As an independent director of the Fourth Board of directors of Huasi Holding Company Limited(002494) (hereinafter referred to as “the company”), in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the relevant provisions of the articles of Association, after careful and serious research, we hereby give independent opinions on the relevant matters of the 19th meeting of the Fourth Board of directors:
Special explanation on the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantee
As an independent director of Huasi Holding Company Limited(002494) (hereinafter referred to as the “company”), in accordance with the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies (zjf [2003] No. 56), the notice on the regulation of external guarantees of listed companies (zjf [2005] No. 120) and the articles of association of the company of the CSRC With a responsible attitude of all shareholders and investors, we have verified the occupation of the company’s funds by the controlling shareholders and other related parties during the period from January 1, 2021 to June 30, 2021. Now we express our independent opinions as follows:
1. During the reporting period, the company and its holding subsidiaries did not provide guarantees for controlling shareholders and other related parties, any unincorporated units or individuals, nor did they provide external guarantees or illegal external guarantees that occurred in previous years and accumulated to June 30, 2021;
2. During the reporting period, there was no abnormal occupation of the company’s funds by controlling shareholders and other related parties.
(IV) on October 25, 2021, Huasi Holding Company Limited(002494) the independent directors of the Fourth Board of directors gave their independent opinions on the change of the board of directors of the company
Huasi Holding Company Limited(002494) the term of office of the Fourth Board of directors expires, and the board of directors of the company has submitted the information of candidates for the new board of directors to me. I have reviewed the relevant documents and asked the company about the relevant situation. In accordance with the provisions of the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the guiding opinions on the establishment of independent director system in listed companies, and based on my independent judgment, I hereby express my independent opinions on the above matters as follows:
Approve the list of candidates nominated by the board of directors of the company for the members of the Fifth Board of directors. This nomination is based on the full understanding of the nominee’s educational background, professional experience and professional quality, and has been approved by the nominee himself. The nomination procedure of the candidate complies with relevant regulations, and the nominee has the qualification and ability to serve as a director and independent director of the company. It is not found that the candidates for directors are not allowed to serve as directors or independent directors as stipulated in the company law, the articles of association and the guiding opinions on the establishment of independent director system in listed companies. There is no case that they have been determined by the China Securities Regulatory Commission to be prohibited from entering the market and have not been lifted, nor have they been subject to any punishment and punishment from the China Securities Regulatory Commission and Shenzhen Stock Exchange.
Therefore, the nomination of our candidates for the first extraordinary general meeting of shareholders in 2021 was approved.
3、 On site inspection
In 2021, I took advantage of the opportunity to participate in the board of directors to conduct on-site inspection on the company, deeply understand the current situation of enterprise development, maintain close contact with other directors, senior executives and relevant staff of the company through telephone and e-mail, timely pay attention to the impact of economic situation and market changes on the company’s operating conditions, pay attention to the relevant reports of the company through the media and Internet, and timely learn the progress of major matters of the company, Regularly review the regular reports and temporary announcements provided by the company, timely grasp the operation and development of the company, focus on major business activities such as the operation status and development trend of the main business, deeply explore the opportunities and challenges in the operation and development of the company, and prompt risks in time.
4、 Position of professional committee
During the reporting period, I served as the convener of the remuneration and assessment committee and a member of the strategy committee. The remuneration and assessment committee shall actively perform its duties in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the working system of the Committee. During the reporting period, the remuneration and assessment committee reviewed the performance of directors and senior managers of the company and confirmed that the remuneration received by the above personnel was consistent with the disclosure. The Committee believes that the company is gradually improving the performance appraisal system and incentive and restraint mechanism.
In 2021, the remuneration and assessment committee held a meeting to review the remuneration of the company’s directors and senior managers in 2020. Up to now, the company has not implemented the equity incentive plan.
At the same time, as a member of the nomination committee, I actively communicated and negotiated with other members to reserve talents for the development of the company in advance, and put forward feasible suggestions for the proposed appointment of management personnel of the company.
5、 Other situations of performing the duties of independent directors
(1) No proposal to convene the board of directors;
