Huadian Heavy Industries Co.Ltd(601226)
Report on the work of independent directors in 2021
As an independent director of Huadian Heavy Industries Co.Ltd(601226) (hereinafter referred to as "the company"), In 2021, in accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines on the filing and training of independent directors of listed companies on Shanghai Stock Exchange, the guidelines on the selection and behavior of directors of listed companies on Shanghai Stock Exchange and the guidelines on the work of independent directors during the annual report of Shanghai Stock Exchange And other relevant laws and regulations, business rules, the articles of association, working rules for independent directors and other relevant systems of the company, faithfully and diligently perform the duties of independent directors in all aspects of corporate governance, internal control, information disclosure and financial supervision, exercise their functions and powers independently, prudently and responsibly, attend the meetings of the general meeting of shareholders, the board of directors and the special committee of the board of directors, and express independent opinions on the relevant bills of the board of directors, Safeguard the interests of the company and all shareholders. We hereby report our performance of duties in 2021 as follows:
1、 Basic information and independence of independent directors
As an independent director of the company, we have not held any position in the company other than an independent director, and there is no relationship with the company and the company's major shareholders that prevents us from making independent and objective judgments. We have the independence necessary for independent directors, basic knowledge of the operation of listed companies, familiar with laws and regulations and relevant provisions of Shanghai Stock Exchange, and work experience necessary for performing the duties of independent directors. Please see the attachment for our personal resume, professional background and part-time job.
2、 Annual performance of independent directors
During the reporting period, we fully understood and paid attention to the company's production and operation and major issues through on-site meetings, telephone communication, e-mail, public media and other means, attended the general meeting of shareholders, meetings of the board of directors and special committees of the board of directors, performed our duties in strict accordance with relevant regulations, reviewed and carefully reviewed various proposals in advance, and independently Prudently express opinions and exercise voting rights to ensure the scientific decision-making and compliant operation of the company.
(I) attendance
1. During the reporting period, the company held 8 meetings of the board of directors, and the Independent Directors voted in favor of all the proposals considered at the meeting of the board of directors during the year. Their participation in the board of directors is shown in the table below:
The name of the independent director shall attend the on-site meeting and attend the entrusted meeting by means of communication
Lu Daming 8 1 7 0 0
Wang Kun 8 2 6 0 0
Huang Yanghua 2 200
Zheng Xinye (outgoing) 6 0 6 0
2. During the reporting period, the company held three general meetings of shareholders, and the participation of independent directors in the general meeting of shareholders is shown in the table below:
Names of independent directors attendance times on site
Lu Daming 3
Wang Kun 3 0
Huang Yanghua 1
Zheng Xinye (outgoing) 20
3. During the reporting period, the independent directors of the company participated in the meetings of the special committees of the board of directors as follows:
Independent directors who should attend the meeting should attend the meeting on site and attend by means of communication. Name and number of times of entrusted attendance. Number of times of meetings
Audit Committee Wang Kun 5 1 4 0 0
Lu Daming 52 300
Nomination and remuneration Lu Daming 1 0 1 0
Wang Kun 0 1 Committee
4. During the reporting period, the independent directors did not raise any objection to the matters considered by the board of directors and the special committees of the board of directors.
(II) expression of independent opinions
During the reporting period, independent directors reviewed and discussed various proposals submitted to the board of directors for deliberation, and expressed independent opinions on major issues:
No. meeting time meeting name independent opinion
1. On January 15, 2021, the first meeting of the Fourth Board of directors, prior approval and independent opinions on five interim meetings on increasing the expected amount of daily related party transaction revenue in 2020
1. Independent opinions on the remuneration of senior executives of the company in 2020 2 202104.06 the fourth session of the board of directors
Six interim meetings 2. Independent opinions on the appointment of Mr. Zhao Yingjiu as the chief engineer of the company
3. The fourth session of the board of directors on April 12, 2021/
Seventh interim meeting
1. Independent opinions on the company's profit distribution plan in 2020 2. Independent opinions on the company's individual provision for asset impairment in 2020
3. Independent opinions on the company's internal control evaluation report in 2020
4. Prior approval and independent opinions on the implementation of the company's daily related party transactions in 2020 and the prediction of daily related party transactions in 2021
The 5th meeting of the 4th board of directors: prior approval and independent opinions on the engagement of the company's audit institution and internal control in 2021
6. Independent opinions on changes in accounting policies
7. Independent opinions on cash management of some temporarily idle raised funds
8. Independent opinions on temporarily replenishing working capital with some idle raised funds
9. Prior approval and independent opinions on signing the financial service agreement with China Huadian Group Finance Co., Ltd
10. Special notes and independent opinions on the company's accumulated and current external guarantees
1. Independent opinions on granting restricted shares to the incentive objects of the restricted stock incentive plan
2. Independent opinions on the technical transformation (purchase of supporting tooling) project of "Huadian 1001 platform"
3. Independent opinions on foreign investment and establishment of joint ventures
4. Independent opinions on the implementation of ESOP in the newly established joint venture
5. The 5th meeting of the 4th board of directors on May 13, 2021. Independent opinion on the company and its wholly-owned subsidiary Huadian Caofeidian heavy industry equipment eighth interim meeting Co., Ltd. applying for a loan of 137.2 million yuan (including e-communication) from the bank
6. Independent opinions on providing guarantee for the bank credit of RMB 80 million of the wholly-owned subsidiary Huadian Heavy Industries Co.Ltd(601226) Machinery Co., Ltd
7. Independent opinions on providing guarantee for 50 million yuan bank credit of Wuhan Huadian Engineering Equipment Co., Ltd., a wholly-owned subsidiary
8. Independent opinions on the by election of independent director candidates of the Fourth Board of directors of the company
6. Opinions of the 9th independent interim meeting of the 4th board of directors on appointing Mr. Bai Jianming as the deputy general manager of the company on June 7, 2021
7. August 26, 2021. The 4th meeting of the 4th board of directors 1. Independent opinions on the transfer of patented technology to its subsidiaries 2. Independent opinions on the adjustment of directors of the company
8 October 28, 2021 the fourth session of the board of directors/
Fifth meeting
(III) on site inspection and the company's cooperation with independent directors
During the reporting period, the relevant leaders and departments of the company closely cooperated with the independent directors in the performance of their duties, actively provided relevant materials and provided convenience for the independent directors to perform their duties.
With the active cooperation of the company, the independent directors listen to the reports of the management on major issues and financial reports by attending the board of directors, shareholders' meeting and meeting with the management, communicate with the internal audit department and the annual audit accountant on the work related to internal audit and annual audit, and conduct on-site inspection on the implementation of the company's production and operation, management and internal control system construction and the implementation of the resolutions of the board of directors, Deeply understand the company's operation and financial situation, exchange opinions with the company on the external economic environment, industry development trend, the 14th five year plan development plan, internal control construction, etc., review the adequacy of the convening procedures of the board of directors, necessary documents and materials and information that can make reasonable and accurate judgments, and put forward management improvement suggestions to the company to promote the healthy and sustainable development of the company.
3、 Key matters concerned in the annual performance of independent directors
During the reporting period, we focused on the company's related party transactions, external guarantees and fund occupation, storage and use of raised funds, financial work and other major issues, and listened to the situation
