Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as “the company”), we have diligently performed our duties, carefully considered various proposals of the board of directors, and expressed prior approval or independent opinions on relevant matters of the company in strict accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies and other relevant laws and regulations, normative documents and the requirements of the articles of association and the working system of independent directors, And put forward constructive suggestions on the company’s future planning, business development, management and operation, risk control, etc., and effectively safeguarded the interests of the company and shareholders, especially minority shareholders. The summary report on the performance of duties of independent directors in 2021 is as follows:
1、 Basic information of independent directors
Three independent directors of the 10th board of directors: Mr. Wei Yulin, Mr. Zhang Qiang and Mr. Meng Zhaosheng.
2、 Attendance and voting
During the reporting period, based on the principles of diligence, pragmatism, honesty and responsibility, we actively obtained the materials and information required for making resolutions before the board of directors, and all proposals were considered objectively and carefully; At the board of directors, carefully considered each proposal, actively participated in the discussion, exercised the voting right and expressed independent opinions with a cautious attitude on the basis of fully understanding the matters, which played a positive role in the scientific decision-making of the board of directors of the company.
(I) attendance at the general meeting of shareholders
In 2021, the company held 6 general meetings of shareholders and Mr. Meng Zhaosheng attended 5 meetings; Mr. Wei Yulin
Once for Mr. Zhang Qiang.
(II) attendance at board meetings
In 2021, the 10th board of directors of the company held 14 meetings. The specific participation is as follows:
Should attend the on-site attendance and entrust the attendance by means of communication. Are there two consecutive absences without name
Number of seats number of times of attendance number of times of attendance in person
Wei Yulin 14 0 14 0 0 no
Zhang Qiang 14 0 14 0 0 no
Meng Zhaosheng 14 1 13 0 0 no
3、 Independent opinions
In 2021, the independent directors expressed the following independent opinions on the proposal of the board meeting:
1. On January 14, 2021, at the 8th meeting of the 10th board of directors of the company, the independent directors expressed independent opinions on changing the purpose of share repurchase and cancellation.
2. On January 29, 2021, at the 9th meeting of the 10th board of directors, the independent directors expressed their opinions on the resignation of directors and senior executives, and expressed their independent opinions on the by election of non independent director candidates and the appointment of general manager.
3. On March 1, 2021, at the 10th meeting of the 10th board of directors of the company, independent directors expressed independent opinions on borrowing from related parties.
4. On March 29, 2021, at the 11th meeting of the 10th board of directors of the company, the independent directors expressed independent opinions on the settlement of some investment projects with raised funds and permanent replenishment of working capital with the surplus raised funds, the proposed disposal of trading financial asset shares, borrowing from related parties, signing the financial service agreement with the related party Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd.
5. On April 14, 2021, at the 12th meeting of the 10th board of directors of the company, the independent directors expressed independent opinions on borrowing from related parties and cancelling the commercial housing subscription agreement with Hainan Haiyao Co.Ltd(000566) Real Estate Development Co., Ltd.
6. On April 25, 2021, at the 13th meeting of the 10th board of directors of the company, independent directors expressed independent opinions on profit distribution, engagement of audit institutions, internal control self-evaluation report, matters related to raised funds, changes in accounting policies, securities investment in 2020, capital transactions with related parties, special instructions on external guarantees of the company, etc.
7. On June 1, 2021, at the 16th meeting of the 10th board of directors of the company, independent directors expressed independent opinions on borrowing from related parties.
8. On June 29, 2021, at the 17th meeting of the 10th board of directors of the company, independent directors expressed independent opinions on the appointment of senior managers.
9. On August 24, 2028, the special report on the evaluation of the continuous use of funds raised by the independent company, the holding company and its related parties was issued to the 18th meeting of the board of directors of the independent company and its related parties
10. On September 27, 2021, at the 19th meeting of the 10th board of directors, the independent directors expressed independent opinions on the appointment of senior managers.
4、 Performance of special committees
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. We carry out work within the scope of authority and put forward opinions and suggestions.
1. Performance of the audit committee of the board of directors
During the reporting period, the members of the audit committee of the company were diligent and conscientiously performed the responsibilities of communication, supervision and verification between the company’s internal audit and external audit. During the audit of the annual report, the company’s independent directors, financial principals, audit department and the annual audit accounting firm communicated with the accounting firm on the audit schedule of the company’s annual report, preliminary audit opinions and key audit concerns of the annual report; And reviewed the company’s internal audit plan and report, and fulfilled the responsibilities of the audit committee. At the same time, regularly review the financial and accounting statements and periodic reports prepared by the company.
2. Performance of the remuneration and assessment committee of the board of directors
In order to improve the salary assessment and management mechanism of the company’s managers, directors and principals of subordinate enterprises, and establish a restraint and incentive mechanism matching the company’s business activities and achievements, combined with Hainan Haiyao Co.Ltd(000566) actual situation, The remuneration and assessment committee reviewed and approved the implementation plan for the remuneration assessment of the main principals of enterprises affiliated to Hainan Haiyao Co.Ltd(000566) managers and business directors in 2021 and the measures for the remuneration management and performance assessment of Hainan Haiyao Co.Ltd(000566) managers (for Trial Implementation).
3. Performance of the nomination committee of the board of directors
During the reporting period, the nomination committee of the board of directors performed its duties in accordance with relevant laws and regulations, the articles of association and the rules of procedure of the nomination committee of the board of directors, and reviewed the appointment and removal of directors and the appointment of senior managers of the company.
4. Performance of the strategy committee of the board of directors
During the reporting period, the strategy committee of the board of directors put forward suggestions on the future development, business layout and operation management of the company according to the actual situation of the company and in combination with their own specialties and experience.
5、 Perform duties
In 2021, we had a more comprehensive understanding of the company’s production, operation and financial status by attending the meetings of the company’s board of directors, the general meeting of shareholders and special committees, listening to the reports of the company’s management on the company’s operation and standardized operation, and conducting field visits to the company, focusing on the company’s external guarantees, related party transactions, occupation of related party funds, use and deposit of raised funds The construction and implementation of internal control, and actively communicate with other directors, supervisors and senior managers of the company, listen to the reports of the company’s management on the company’s business status and development planning for many times, and put forward suggestions and ideas, so as to give full play to the role of independent directors.
6、 Other working conditions
1. During the reporting period, independent directors did not propose to hold a meeting of the board of directors.
2. During the reporting period, independent directors did not propose to appoint or dismiss accounting firms.
3. During the reporting period, independent directors did not propose to hire external audit institutions and consulting institutions independently. During the reporting period, the independent directors received strong support from the directors, supervisors, senior executives and other departments of the company in the performance of their duties. The company fully respected the opinions and suggestions of the independent directors and gave full play to the role of the independent directors.
In 2022, we will continue to perform our duties diligently and faithfully in strict accordance with the requirements of relevant laws and regulations and the articles of Association for independent directors, promote the independent, fair and efficient operation of the board of directors, and safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
It is hereby reported.
Independent director: Wei Yulin, Meng Zhaosheng, Zhang Qiang
April 27, 2022
