2021 annual report of independent directors
As an independent director of Hbis Company Limited(000709) (hereinafter referred to as “the company”), in our work in 2021, we faithfully and diligently performed the duties of independent directors in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and other relevant provisions, as well as the powers and obligations conferred by the articles of association and the working rules of various professional committees, Earnestly safeguard the legitimate rights and interests of all shareholders, especially the shareholders of public shares. The performance of duties of independent directors in 2021 is reported as follows:
1、 Attendance at the board of directors and general meeting of shareholders of the company this year
In 2021, we all personally attended the previous board meetings held by the company and attended the general meeting of shareholders as nonvoting delegates. Before the meeting, we carefully reviewed the documents and materials provided by the company, and carefully understood the production, operation and operation of the company through telephone, e-mail communication and on-site investigation with senior executives of the company. In the process of the meeting, we considered each topic with a rigorous and responsible attitude, actively participated in the discussion and put forward reasonable suggestions. In 2021, we did not raise any objection to the proposals of the board of directors and other matters of the company. 2、 Special independent opinions
1. At the 14th session of the 4th board of directors of the company held on January 4, 2021, independent opinions were expressed on the capital increase of lesteel jointly by the company and Hebei Iron and Steel Industry Transformation Fund.
2. At the 15th session of the 4th board of directors held on February 9, 2021, the company expressed independent opinions on the nomination of candidates for the by election of directors.
3. At the 16th session of the 4th board of directors held on March 9, 2021, the company expressed independent opinions on the capital increase to the finance company of Hegang group.
4. At the 17th session of the 4th board of directors held on April 21, 2021, independent opinions were expressed on the company’s 2020 profit distribution plan, related party fund occupation and external guarantee, internal control, daily related party transactions, financial business and risk assessment with the finance company, renewal of audit institutions and other matters.
5. At the 18th session of the 4th board of directors held on April 29, 2021, the company expressed independent opinions on matters related to the financial leasing business between the company and Hegang leasing company.
6. At the 19th session of the 4th board of directors of the company held on August 19, 2021, independent opinions were expressed on matters related to the occupation of funds by related parties, external guarantee and nomination of candidates for by election of directors in the first half of 2021.
7. On November 11, 2021, he expressed independent opinions on the resignation of Liu Jian, the former chairman of the company, due to job transfer.
8. at the 22nd session of the 4th board of directors held on November 16, 2021, the company expressed independent opinions on adjusting the estimated amount of daily connected transactions in 2021 and nominating director candidates.
3、 Work in the special committee of the board of directors
As an independent director, we have actively participated in the construction of special committees under the board of directors and played an important role in the establishment of special committees under the board of directors. The audit committee, remuneration and assessment committee and nomination committee are all headed by independent directors, which effectively ensures the independence and impartiality of audit, assessment and the appointment of directors and senior executives. During the reporting period, the special committee of the board of directors carefully carried out various work in accordance with the rules of procedure, successively organized and held relevant meetings to review the company’s profit distribution, related party transactions, regular accounting statements, re employment of audit institutions, joint investment with related parties, change of directors and other matters, and reported the opinions of the functional committee to the board of directors after reaching opinions.
4、 Work done in protecting the legitimate rights and interests of public shareholders
1. Supervision of the company’s information disclosure
During the reporting period, we continued to pay attention to the company’s information disclosure in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of companies listed on the main board issued by Shenzhen Stock Exchange, especially strengthening the communication with the company’s directors, supervisors, senior managers, financial departments and accountants, so as to ensure the authenticity, accuracy and integrity of the information disclosed by the company.
2. Supervision of corporate governance and internal control construction
In 2021, we carefully reviewed the meeting materials provided by the company in advance, carefully consulted relevant documents and materials, actively inquired and understood the situation from relevant personnel, deeply understood the improvement and implementation of the company’s production and operation and internal control systems, paid close attention to the progress of key internal control activities such as the company’s financial management, related party transactions, business development and investment projects, and fully performed the duties of independent directors.
3. Self learning
We carefully study the latest laws, regulations and rules, constantly improve our professional level, and provide better opinions and suggestions for the company’s scientific decision-making and risk prevention; Pay attention to strengthening the understanding and understanding of relevant laws and regulations related to the standardization of corporate governance structure and the protection of the rights and interests of public shareholders, and effectively improve the ability to protect the interests of the company and investors.
5、 Other work
1. No board meeting was proposed in 2021.
2. No replacement or dismissal of accounting firms was proposed in 2021.
3. In 2021, there was no independent external audit institution and consulting institution.
In 2022, we will, as always, earnestly, diligently and conscientiously perform the duties of independent directors, strengthen communication with the company’s directors, supervisors and management, strengthen learning and research, improve our professional level, put forward targeted suggestions, and better safeguard the company’s overall interests and shareholders’ rights and interests!
Independent directors: Zhang Yuzhu, Cang Daqiang, Gao Dongzhang, Mary
April 20, 2022
