Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
Report on the work of independent directors in 2021 (Chen Yang)
Board of directors, shareholders and shareholder representatives of the company:
As an independent director of Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) (hereinafter referred to as the “company”), I earnestly perform the duties of independent directors, give full play to the role of independent directors, and actively attend the relevant meetings of the company in 2021 in strict accordance with the provisions and requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange on the gem, the articles of association, the working system of independent directors and other relevant laws, regulations and company rules and regulations, Carefully deliberated various proposals, expressed independent opinions on relevant matters of the company, and safeguarded the 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 company meetings
In 2021, in accordance with the provisions and requirements of the articles of association, the rules of procedure of the board of directors and the working system of independent directors, I attended the meetings of the board of directors and the general meeting of shareholders on time, carefully considered proposals, exercised voting rights with a rigorous attitude, actively played the role of independent directors and safeguarded the overall interests of the company and the interests of minority shareholders.
1. The attendance at the board meeting is as follows:
In 2021, during my tenure, the company held 11 board meetings, and I attended the above board meetings. Before convening the board meeting, take the initiative to understand and obtain the information and materials needed to make decisions, understand the production and operation of the company, consult relevant materials and communicate with relevant personnel. Carefully listened to and deliberated on each topic at the meeting, actively participated in the discussion and put forward reasonable suggestions in combination with their own professional knowledge, which played a positive role in making scientific decisions for the board of directors of the company.
Number of required attendance number of on-site attendance number of communication number of attendance number of entrusted attendance number of absences
11 6 5 0 0
2. Attendance at the general meeting of shareholders
In 2021, I attended three general meetings of shareholders. At the general meeting of shareholders, I carefully listened to the opinions of the shareholders and the management of the company on the major decision-making matters of the company, took the initiative to understand the operation of the company, and supervised the legality and compliance of the convening of the general meeting of shareholders and the approval procedures of relevant major matters, so as to fully safeguard the legitimate interests of the company and all shareholders.
2、 Independent opinions and prior approval opinions
As an independent director of the company, I have carefully understood and checked the company’s business activities in 2021. After carefully checking major and other related matters, I have issued clear independent opinions together with other independent directors, as follows:
1. On March 16, 2021, all the independent directors of the company expressed their explicit approval opinions in advance on the prediction of daily connected transactions and the renewal of the appointment of Lixin Certified Public Accountants (special general partnership) as the audit institution of the company in 2021.
2. On March 26, 2021, all independent directors of the company made comments on the company’s self-evaluation report on internal control, the confirmation of the company’s related party transactions in recent three years, the confirmation of the use of idle funds for financial management and venture capital investment in recent three years, the renewal of Lixin certified public Accountants (special general partnership) as the company’s audit institution in 2021, the prediction of daily related party transactions The independent opinions on the company’s use of idle funds for cash management and the company’s application for comprehensive credit line from the bank were clearly agreed.
3. On April 22, 2021, all the independent directors of the company expressed their explicit approval opinions in advance on the extension of the loan period of Beijing metropolitan hope Architectural Design Co., Ltd.
4. On April 25, 2021, all independent directors of the company expressed their independent opinions on extending the loan period of Beijing metropolitan hope Architectural Design Co., Ltd.
5. On August 13, 2021, all independent directors of the company expressed clearly agreed independent opinions on the use of raised funds to replace self raised funds invested in raised investment projects in advance, the use of some idle raised funds for cash management, the signing of equity acquisition agreement (I) and the signing of equity acquisition agreement (II).
6. On August 26, 2021, all independent directors of the company expressed their independent opinions with explicit consent on the change of the company’s accounting policies, the occupation of funds by controlling shareholders and other related parties and the special explanation of external guarantees.
7. On September 1, 2021, all independent directors of the company expressed their independent opinions on adjusting the investment budget of some investment projects with raised funds and using some over raised funds to pay part of the equity acquisition funds.
8. On September 10, 2021, all independent directors of the company expressed their independent opinions on the appointment of deputy general manager, Secretary of the board of directors and chief financial officer.
9. On December 1, 2021, all the independent directors of the company expressed their independent opinions on the general election of the board of directors and the nomination of candidates for non independent directors of the third board of directors, the general election of the board of directors and the nomination of candidates for independent directors of the third board of directors, and the remuneration scheme of directors, supervisors and senior managers.
10. On December 10, 2021, all independent directors of the company expressed their independent opinions on participating in the establishment of industrial investment fund.
11. On December 20, 2021, all independent directors of the company expressed their independent opinions on the implementation of equity incentive and the appointment of senior managers in the holding subsidiary (grandson) company.
3、 Performance of the audit committee of the board of directors and the remuneration and assessment committee of the board of directors
As a member of the audit committee of the board of directors and the chairman of the remuneration and assessment committee of the board of directors, I actively perform the corresponding responsibilities as a member and chairman in accordance with the working rules of the relevant special committees of the company, review the relevant matters of the company, and put forward professional opinions to the board of directors as a member of the professional committee, so as to standardize the operation of the company and improve the internal control of the company.
4、 On site inspection of the company
In 2021, I made many on-site visits to the company, focusing on the construction and implementation of the company’s operating conditions, management and internal control systems, and the implementation of the resolutions of the board of directors; And keep close contact with other directors, senior managers and relevant staff of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the company through the media and network, timely learn the progress of major matters of the company and master the operation status of the company.
5、 Work done in protecting the rights and interests of investors
1. Urge the company to do a good job of information disclosure in strict accordance with the relevant provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, so as to ensure that the company’s information disclosure in 2021 is true, accurate, timely and complete, and safeguard the interests of the company and investors.
2. I actively pay attention to the company’s operating and financial conditions, and timely understand the possible operating risks of the company; For the proposals submitted to the board of directors for deliberation, carefully consult relevant documents and materials, conduct investigation in time, learn from relevant departments and personnel, and use their own professional knowledge to exercise their voting rights independently, objectively and impartially; Maintain full independence in work and effectively safeguard the interests of the company and all shareholders.
6、 Training and learning
Since I became an independent director of the company, I have always focused on learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting the rights and interests of public shareholders. I have actively attended relevant training, more comprehensively understood the management systems of listed companies, and continuously improved my ability to perform my duties, Form the ideology of consciously protecting the shareholders’ rights and interests of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
7、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to employ or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions.
The above is my performance report in 2021. In 2022, I will continue to fulfill my duties and perform the duties of independent directors diligently. In strict accordance with laws, regulations, the articles of association and other provisions and requirements, and make use of their own professional knowledge and industry experience to provide more constructive suggestions for the future development of the company and provide reference opinions for the scientific decision-making of the board of directors. Give full play to the role of independent directors, promote the steady operation and standardized operation of the company, and safeguard the legitimate rights and interests of the company and all shareholders.
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) independent directors:
Chen Yang
April 21, 2002
