Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Report on the work of independent directors in 2021
As an independent director of Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as the “company”), we worked in 2021 in strict accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the governance standards of listed companies and the Listing Rules of the stock exchange where the company’s shares are listed, Pay full attention to the company’s development strategy, take the initiative to understand and master the company’s operating conditions, actively participate in the company’s general meeting of shareholders, the board of directors and the meetings of various special committees, carefully consider various proposals, and express independent opinions on the company’s major issues (including the use of raised funds, the use of over raised funds, the general election of the board of directors, etc.), earnestly perform various duties and obligations of independent directors, and prudently exercise the rights conferred by the company and shareholders, Safeguarding the legitimate interests of all shareholders and giving full play to the role of independent directors. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
As of December 31, 2021, the second board of directors of the company is composed of 9 directors, including 3 independent directors: Mr. Gao Yao, Mr. Yuan Bin and Mr. Zhang Xingxian, no less than one-third of the number of directors. The above three independent directors have high professional level and rich practical experience in industry, enterprise management, law and finance. There is no situation affecting their independence and meet the requirements of relevant laws and regulations. The basic information of the above three independent directors is as follows:
Mr. Gao Yao, born in January 1981, Chinese nationality, without permanent residency abroad, has a doctoral degree. Doctor of management (major in Accounting), Department of accounting, School of management, Fudan University. From July 2008 to December 2017, he worked in Shanghai Lixin Ruisi Information Management Co., Ltd. as co-founder, executive vice president and managing partner; From January 2018 to now, he has worked in Shanghai Mingyao Information Technology Co., Ltd. as executive founder and general manager. Since December 2019, he has served as an independent director of the company.
Mr. Yuan Bin, born in April 1981, Chinese nationality, without overseas permanent residency, with a master’s degree, served as the manager of the company management department of Shanghai Stock Exchange from July 2006 to March 2011. From April 2011 to now, he has served as the general manager of the structural financing department of Huaying Securities Co., Ltd. Currently, he is an independent director of Gree Real Estate Co.Ltd(600185) independent company and Create Technology & Science Co.Ltd(000551) independent director. Since December 2019, he has served as an independent director of the company.
Mr. Zhang Xingxian, born in January 1973, Chinese nationality, without permanent residency abroad, has a doctoral degree. Doctor of organic chemistry, Lanzhou University. September 2003 to September 2004: Postdoctoral Research Assistant, Department of chemistry, University of Hong Kong. From September 2004 to now, he has worked in the school of pharmacy of Zhejiang University of technology. He is now a professor, doctoral supervisor and young academic leader of the school of pharmacy of Zhejiang University of technology; Young and middle-aged discipline leaders in Colleges and universities in Zhejiang Province and 151 talents in the new century in Zhejiang Province. Since December 2019, he has served as an independent director of the company.
2、 Performance of independent directors in 2021
(I) attendance
During the reporting period, we earnestly participated in the board of directors and shareholders’ meeting of the company and fulfilled the duty of loyalty and diligence of independent directors. During the reporting period, the company held 7 meetings of the board of directors, and the attendance at the meetings was as follows:
Name of the directors who should attend in person number of absentee voting meetings (number of objections)
High cost 7 0 0 0
Yuan Bin 7 7 0 0 0
Zhang Xingxian 7 7 0 0 0
In addition, during the reporting period, the special committee of the board of directors held two meetings of the strategy committee, three meetings of the audit committee, one meeting of the remuneration and assessment committee and two meetings of the nomination committee. As members of the special committees of the board of directors, we attended the meetings of the special committees of our respective positions on time.
During the reporting period, we gave full play to our professional role in a diligent and responsible manner based on the principles of prudence, objectivity and independence. Before the meetings of the board of directors and various special committees are held, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting. We listened to and exercised the right of shareholders to deliberate and vote on all matters of the company, and made careful judgments on all matters of the company. We voted in favor of all the proposals of the board of directors of the company in 2021, and all the proposals considered were passed by vote.
During the reporting period, the company held one annual general meeting and three extraordinary general meetings, and all independent directors attended all four general meetings.
(II) site investigation
During the reporting period, we made full use of various opportunities to maintain close contact with other directors, senior managers and relevant personnel of the company, deeply understand the operation, standardized operation, management and financial status of the company, pay attention to the impact of external environment and market changes on the company, and promote the improvement of the management level of the company.
(III) cooperation of the company
During the reporting period, the company’s management attached great importance to communication with us, timely reported the company’s production and operation and major matters, and actively solicited our opinions. The company provided necessary conditions and strong support for us to perform our duties better.
3、 Key matters concerned in the annual performance of independent directors
During the reporting period, we carefully considered the relevant proposals submitted by the board of directors in accordance with laws, regulations, rules and regulations of the company, and issued objective and impartial independent opinions from the perspective of being conducive to the sustainable operation and long-term development of the company and safeguarding the interests of shareholders of the company, which plays an important role in the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, we carefully reviewed the company’s proposal on related party transactions and other materials. Based on the position of independent directors, we believe that the company expects the daily related party transactions in 2021 to be generated based on normal production and operation activities, and the pricing is fair, fair and reasonable. During the voting of the board of directors, the related directors avoided. The related party transactions between the company and related parties are true and effective. There is no case of manipulating the company’s profits through related party transactions, nor does it damage the interests of the company and all shareholders, especially minority shareholders.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and fund occupation.
(III) use of raised funds
The company manages and uses the raised funds in strict accordance with the management system of raised funds formulated by the CSRC, Shanghai Stock Exchange and the company. During the reporting period, The company convened the board of directors to review and approve the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paying issuance expenses in advance, the proposal on using some temporarily idle raised funds for cash management, the proposal on using some over raised funds to permanently supplement working capital, and the proposal on the company’s special report on the deposit and use of raised funds in the half year of 2021 According to the proposal on using some over raised funds to invest in new projects and other matters, we believe that the company’s storage and use of the raised funds meet the actual needs of the company’s operation and development, there is no illegal storage and use of the raised funds, and there is no damage to the interests of the company’s shareholders, especially the minority shareholders. The content and voting of the proposal shall comply with the provisions of relevant systems. We have expressed our independent opinion on this.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of directors, supervisors and senior managers
The remuneration plan of the company’s directors, supervisors and senior managers in 2021 complies with relevant national laws, regulations and the articles of association, as well as the company’s business situation and operation level. It is conducive to the directors, supervisors and senior managers of the company to perform their duties diligently and effectively, is conducive to the long-term stable and sustainable development of the company, and will not damage the interests of minority shareholders.
(VI) performance forecast and performance express
During the reporting period, the company does not need to disclose performance forecast or performance express.
(VII) appointment or replacement of accounting firms
During the reporting period, we fully reviewed and discussed the professional competence, investor protection ability, independence and integrity of Rongcheng Certified Public Accountants (special general partnership). Rongcheng Certified Public Accountants (special general partnership) has the professional qualification of an accounting firm, provides professional and standardized audit services for the company, and has the ability to undertake the audit work of the company. The deliberation and voting procedures of the company’s renewal of the accounting firm comply with the provisions of relevant laws and regulations and will not damage the legitimate rights and interests of all shareholders.
(VIII) cash dividends and other investor returns
During the reporting period, the company did not pay cash dividends. The follow-up company will focus on long-term and sustainable development, take the maximization of shareholders’ interests as the company’s value goal, pay attention to the return of investors and the protection of the interests of small and medium-sized shareholders, earnestly fulfill the social responsibility of listed companies, and return investors in strict accordance with the company law, the securities law and the relevant provisions of the CSRC and the stock exchange.
(IX) performance of commitments of the company and shareholders
During the reporting period, the company and its shareholders did not violate their commitments.
(x) implementation of information disclosure
During the reporting period, we actively and continuously paid attention to the work related to the company’s information disclosure, urged the company to perform the obligation of information disclosure in strict accordance with the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies and other laws and regulations, ensure that the disclosed information meets the requirements of authenticity, timeliness, accuracy, integrity and fairness, and effectively safeguard the legitimate rights and interests of investors and public shareholders.
（11） Implementation of internal control
During the reporting period, the company established and improved the internal control system and steadily promoted the construction of internal control in accordance with the basic norms of enterprise internal control and other requirements.
（12） Operation of the board of directors and its subordinate special committees
During the reporting period, the company held 7 meetings of the board of directors. The convening and convening procedures of the meetings were in line with the provisions of the articles of association and the rules of procedure of the board of directors. The voting procedures and voting results of the board of directors were legal and valid. The strategy committee, the audit committee, the remuneration and assessment committee and the nomination committee under the board of directors of the company held meetings in accordance with the relevant provisions of laws and regulations, the articles of association and the working rules of their respective special committees to consider relevant matters and effectively safeguard the legitimate rights and interests of the company and all shareholders. The board of directors of the company actively performs its duties in its daily work and, as a member of the special committee, timely discusses important matters, which effectively improves the standard governance level of the company.
（13） New business development
During the reporting period, the company did not carry out new business other than its main business.
（14） Other matters that the independent directors think the listed company needs to improve
We believe that the operation of the company is standardized and the system is sound. At present, there are no other matters that need to be improved.
4、 Overall evaluation and recommendations
In 2021, with the efforts of the board of directors and in accordance with the requirements of the company law, the securities law and other laws and regulations and the articles of association, the company achieved results in improving corporate governance, standardizing corporate operation and protecting the interests of investors. Through the efforts of the management and all employees, the company operates steadily. As an independent director of the company, we performed our duties honestly and diligently, gave full play to our independent role, played a positive role in the scientific decision-making of the board of directors, and effectively safeguarded the legitimate interests of the company and all shareholders.
In 2022, we will continue to perform our duties conscientiously, diligently and faithfully with a high sense of responsibility to the company and all shareholders, adhere to the principles of objectivity, impartiality and independence, actively contribute to the development of the company and the scientific decision-making of the board of directors with our professional knowledge and independent functions, and better safeguard the interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Finally, I would like to express my heartfelt thanks to the board of directors, management and relevant staff for their assistance and active cooperation in our work in 2021!
Independent directors: Gao Yao, Yuan Bin, Zhang Xingxian April 20, 2022
