Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
Report on the work of independent directors in 2021
(Zhang Jinhui)
As an independent director of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. (hereinafter referred to as “the company”), in 2021, I earnestly performed my duties in strict accordance with the company law and other laws, regulations and the articles of association, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on relevant matters of the company, gave full play to my independent role as an independent director and safeguarded the overall interests of the company, Safeguarding the legitimate rights and interests of the company’s shareholders, especially the public shareholders.
I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, I actively attended the board of directors and shareholders’ meeting of the company, carefully considered various proposals, and fulfilled the obligation of diligence of independent directors. The convening of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. In 2021, the company held 12 meetings of the board of directors and 6 meetings of shareholders. The details are as follows:
The meeting shall be attended in person and entrusted to attend the meeting. Are you absent from the meeting for two consecutive times (Times) (Times) (Times) (Times)
Board of directors 12 0 no
Shareholders’ meeting 6 6 0 0 no
2、 Independent opinions in 2021
During the reporting period, as an independent director of the company, I performed my duties conscientiously, diligently and conscientiously in strict accordance with the requirements of the working system of independent directors. According to the requirements of relevant regulations, during the reporting period, after knowing the situation and consulting relevant documents, I gave independent opinions on relevant matters of the company, as follows:
1. At the second meeting of the eighth board of directors held on January 28, 2021, I made comments on the expected daily connected transactions in 2021, the adjustment of the validity period of the company’s resolution on non-public offering of shares, the company’s plan for non-public offering of shares (Revised Draft) On the adjustment of the general meeting of shareholders authorizing the board of directors to fully handle matters related to the company’s non-public offering of shares, the independent opinions agreed were expressed.
2. At the third meeting of the eighth board of directors held on March 26, 2021, I expressed my independent opinions on the extension of loans from related parties and related party transactions of the company’s holding subsidiaries.
3. At the 4th meeting of the 8th board of directors of the company held on April 25, 2021, I discussed the matters related to the occupation of funds and external guarantee of the company’s related parties, the profit distribution plan in 2020, the evaluation report on the company’s internal control in 2020, the adjustment of the appointment allowance of independent directors and the revision of the remuneration management system for directors, supervisors and senior managers Independent opinions on changes in accounting estimates.
4. At the fifth meeting of the eighth board of directors held on May 31, 2021, I expressed my independent opinions on the appointment of the general manager of the company.
5. At the sixth meeting of the eighth board of directors held on July 9, 2021, I expressed my agreed independent opinions on the signing of exclusive processing agreement between the company’s holding subsidiary and related parties and the renewal of the audit institution in 2021.
6. At the 7th Meeting of the 8th board of directors held on July 28, 2021, I expressed my independent opinions on increasing the forecast of daily connected transactions in 2021.
7. At the 8th meeting of the 8th board of directors of the company held on August 18, 2021, I gave my independent opinions on matters concerning the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee.
8. At the 10th meeting of the 8th board of directors held on September 28, 2021, I expressed my agreed independent opinions on the implementation of the commitment of the controlling shareholder and the proposal on related party transactions, and on the cancellation of the long-term equity investment of lanjinglijia.
9. At the 12th meeting of the 8th board of directors of the company held on November 15, 2021, I expressed my independent opinions on extending the validity period of resolutions and relevant authorizations of the 2020 non-public offering shareholders’ meeting.
3、 Work of independent directors
As an independent director of the company, I have carefully reviewed the information introduced and materials provided by the company in advance for major matters that must be decided by the board of directors; For the daily operation of the company, such as production and operation, financial operation and capital exchange, I regularly listen to the reports of relevant personnel of the company, conduct on-site media examination, network, interactive platform and other information about the company as far as possible, as well as the change of the company’s share price, timely learn the progress of major matters of the company and master the operation dynamics of the company.
1. In order to safeguard the legitimate rights and interests of all shareholders of the company, supervise and inspect the information disclosure of the company according to relevant regulations, urge the company to perform its statutory information disclosure obligations in strict accordance with relevant laws and regulations, ensure the authenticity, accuracy, timeliness and completeness of the company’s information disclosure, protect the right to know and understand the company of the majority of investors, and safeguard the rights and interests of the company and minority shareholders.
2. Carefully studied and reviewed the meeting materials provided by the company before the board meeting, actively participated in the discussion and expressed independent opinions from their respective professional perspectives, which played an important role in the scientific decision-making of the board of directors.
3. Carefully study relevant laws, regulations and rules and regulations, and deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, so as to effectively strengthen the ability to protect the interests of the company and investors and form the ideological awareness of self-protection of the rights and interests of social public shareholders.
4、 Other matters
1. No independent directors proposed to hold a meeting of the board of directors in this year.
2. No independent directors proposed to hire or dismiss accounting firms in this year.
3. There was no engagement of external audit institutions and consulting institutions by independent directors in this year.
5、 Work in 2022
In 2022, I will continue to perform my duties as an independent director independently, objectively and impartially, strengthen communication and cooperation with the board of directors, the board of supervisors and the management of the company, strengthen on-site work, adhere to the principle of independent and objective judgment, express independent opinions in accordance with legal requirements, use my professional knowledge and experience to provide more positive and effective opinions and suggestions for the company, and continue to seriously study relevant laws The regulations and rules provide reference for the scientific decision-making of the board of directors, improve the decision-making level of the board of directors, and promote the stable and healthy development of the company.
Independent director of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd.: Zhang Jinhui
April 18, 2022
Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
Report on the work of independent directors in 2021
(Chen Fangping)
As an independent director of the 8th board of directors of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. (hereinafter referred to as “the company”), I earnestly performed my duties in 2021 in strict accordance with the company law and other laws, regulations and the articles of association, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, and gave full play to my independent role as an independent director, It has safeguarded the overall interests of the company and the legitimate rights and interests of the company’s shareholders, especially the public shareholders.
I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, I actively attended the board of directors of the company, carefully considered various proposals, and fulfilled the obligation of diligence of independent directors. The convening of the board of directors of the company complies with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. In 2021, the company held 12 meetings of the board of directors and 6 meetings of shareholders. The details are as follows:
The meeting shall be attended in person and entrusted to attend the meeting. Are you absent from the meeting for two consecutive times (Times) (Times) (Times) (Times)
Board of directors 12 0 no
Shareholders’ meeting 6 6 0 0 no
2、 Independent opinions in 2021
During the reporting period, as an independent director of the company, I took the initiative to understand and obtain the information and materials needed before making decisions before the board of directors was held, understood the operation of the company in detail, and made sufficient preparations for the decision-making of the board of directors. At the meeting, I carefully considered each proposal, actively performed the duties of independent directors, and played a positive role in making scientific decisions for the board of directors of the company. During the reporting period, I gave independent opinions on relevant matters of the company, as follows:
1. At the second meeting of the eighth board of directors held on January 28, 2021, I made comments on the expected daily connected transactions in 2021, the adjustment of the validity period of the company’s resolution on non-public offering of shares, the company’s plan for non-public offering of shares (Revised Draft) On the adjustment of the general meeting of shareholders authorizing the board of directors to fully handle matters related to the company’s non-public offering of shares, the independent opinions agreed were expressed.
2. At the third meeting of the eighth board of directors held on March 26, 2021, I expressed my independent opinions on the extension of loans from related parties and related party transactions of the company’s holding subsidiaries.
3. At the 4th meeting of the 8th board of directors of the company held on April 25, 2021, I discussed the matters related to the occupation of funds and external guarantee of the company’s related parties, the profit distribution plan in 2020, the evaluation report on the company’s internal control in 2020, the adjustment of the appointment allowance of independent directors and the revision of the remuneration management system for directors, supervisors and senior managers Independent opinions on changes in accounting estimates.
4. At the fifth meeting of the eighth board of directors held on May 31, 2021, I expressed my independent opinions on the appointment of the general manager of the company.
5. At the sixth meeting of the eighth board of directors held on July 9, 2021, I expressed my agreed independent opinions on the signing of exclusive processing agreement between the company’s holding subsidiary and related parties and the renewal of the audit institution in 2021.
6. At the 7th Meeting of the 8th board of directors held on July 28, 2021, I expressed my independent opinions on increasing the forecast of daily connected transactions in 2021.
7. At the 8th meeting of the 8th board of directors of the company held on August 18, 2021, I gave my independent opinions on matters concerning the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee.
8. At the 10th meeting of the 8th board of directors held on September 28, 2021, I expressed my agreed independent opinions on the implementation of the commitment of the controlling shareholder and the proposal on related party transactions, and on the cancellation of the long-term equity investment of lanjinglijia.
9. At the 12th meeting of the 8th board of directors of the company held on November 15, 2021, I expressed my independent opinions on extending the validity period of resolutions and relevant authorizations of the 2020 non-public offering shareholders’ meeting.
3、 Work of independent directors
As an independent director of the company, I have carefully reviewed the information introduced and materials provided by the company in advance for major matters that must be decided by the board of directors; For the daily operation of the company, such as production and operation, financial operation and capital exchange, I regularly listen to the reports of relevant personnel of the company, and conduct on-site investigation as far as possible to understand the dynamics of the company. Always pay attention to the impact of external environment and market changes on the company, pay attention to various information about the company such as media, network and interactive platform, as well as the change of the company’s share price, timely learn the progress of major matters of the company and master the operation dynamics of the company.
1. In order to safeguard the legitimate rights and interests of all shareholders of the company, supervise and inspect the information disclosure of the company according to relevant regulations, urge the company to perform its statutory information disclosure obligations in strict accordance with relevant laws and regulations, ensure the authenticity, accuracy, timeliness and completeness of the company’s information disclosure, protect the right to know and understand the company of the majority of investors, and safeguard the rights and interests of the company and minority shareholders.
2. Carefully studied and reviewed the meeting materials provided by the company before the board meeting, actively participated in the discussion and expressed independent opinions from their respective professional perspectives, which played an important role in the scientific decision-making of the board of directors.
3. Carefully study relevant laws, regulations and rules and regulations, and deepen the understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, so as to effectively strengthen the ability to protect the interests of the company and investors and form the ideological awareness of self-protection of the rights and interests of social public shareholders.
4、 Other matters
