Hynar Water Group Co.Ltd(300961)
Report on the work of independent directors in 2021 (Yu Hongying)
Shareholders and shareholder representatives:
As an independent director of the second board of directors of Hynar Water Group Co.Ltd(300961) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on establishing an independent director system in listed companies, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM Several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, other relevant laws and regulations, the articles of association, the working system of independent directors and other relevant provisions and requirements of the company, actively attended relevant meetings, carefully considered various proposals of the board of directors, objectively and fairly expressed independent opinions, and promoted the standardized operation of the company, Safeguarding the legitimate rights and interests of the company and shareholders, especially minority shareholders. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the board of directors held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a cautious attitude, and played a positive role in the correct decision-making of the board of directors. The convening of the board of directors of the company complies with the legal procedures, and the voting on major matters has fulfilled the relevant examination and approval procedures. I have voted in favour of all proposals on the board of directors, without objection or abstention.
In 2021, the company held 7 meetings of the board of directors and 4 meetings of the general meeting of shareholders. My attendance at the meeting is as follows:
The meeting shall be attended in person, and the entrusted attendee shall be present in person. Are there two consecutive times of not attending the meeting in person
Board of directors 7 0 0 no
General meeting of shareholders no
2、 Opinions of independent directors
In 2021, as an independent director of the company, I strictly abide by my duties and express independent opinions on the following matters of the company in strict accordance with the requirements of the articles of association, working system of independent directors and other relevant systems:
1. On January 11, 2021, at the 22nd Meeting of the second board of directors, I gave my independent opinions on the proposal that the company plans to apply for a comprehensive credit line of 100 million yuan from Bank Of Beijing Co.Ltd(601169) Shenzhen Branch, the proposal that the company plans to apply for a loan of 30 million yuan from China Development Bank Shenzhen Branch, and the proposal that the company plans to apply for a loan / credit of 30 million yuan from Shanghai Pudong Development Bank Co.Ltd(600000) Shenzhen Branch.
2. On March 12, 2021, at the 24th Meeting of the second session of the board of directors, I made comments on the proposal that the company and its actual controller intended to provide guarantee and connected transactions for the holding subsidiary to apply for a loan of RMB 100 million from the bank, the proposal on increasing the comprehensive credit line applied by the company and its subsidiaries to the bank in 2020 The proposal on opening a special account for raised funds and authorizing the chairman of the board of directors to sign a supervision agreement expressed independent opinions.
3. On April 27, 2021, at the 25th meeting of the second board of directors, I made comments on the proposal on the company’s self-evaluation report on internal control in 2020, the proposal on the company’s profit distribution plan in 2020, the proposal on the compensation scheme for senior managers and non independent directors of the company, the proposal that the company and its subsidiaries intend to apply for comprehensive credit line and related party guarantee from banks and other financial institutions The proposal on the change of accounting policies, the proposal on adjusting the amount of raised funds and changing some of the investment projects of raised funds, the proposal on using raised funds to replace the self raised funds invested in the projects invested by raised funds in advance, and the proposal on using raised funds to increase capital to wholly-owned subsidiaries to implement the projects invested by raised funds expressed agreed independent opinions.
4. On August 17, 2021, at the 26th meeting of the second board of directors, I made comments on the proposal on the company’s special report on the deposit and use of the raised funds in the half year of 2021, the proposal on the proposed change of the accounting firm, the proposal on the special explanation on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee The motion on the use of some idle raised funds for cash management expressed independent opinions.
5. On October 27, 2021, at the 27th meeting of the second board of directors, I expressed my independent opinions on the proposal on the company’s use of idle self owned funds for cash management.
6. On December 20, 2021, at the 28th meeting of the second board of directors, I gave my independent opinions on the proposal that the company and its subsidiaries apply to banks and other financial institutions to increase the comprehensive credit line and related guarantee.
3、 On site investigation of the company
In 2021, I made many on-site visits to the company, listened carefully to the report of the company’s management on the company’s business development strategy, overall operation, internal control and other system construction and implementation, and checked the implementation of the resolutions of the board of directors. At the same time, 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, timely learn the progress of major matters of the company and master the operation dynamics of the company.
4、 Work of the special committee of the board of directors
The board of directors of the company has established four special committees: Audit Committee, nomination committee, strategy committee and salary and assessment committee. The proportion of independent directors in the four special committees has reached two-thirds. Each committee shall exercise its functions and powers according to the scope of work specified in the working rules of its special committees formulated by the board of directors, study professional matters and put forward opinions and suggestions for the decision-making reference of the board of directors. In accordance with the relevant provisions and requirements of relevant documents, I performed the following duties in 2021:
(I) performance of duties as chairman of the audit committee
In 2021, in strict accordance with the working rules of the special committee of the board of directors and the articles of association, I actively participated in the daily work of the audit committee, reviewed the internal audit and periodic reports of the company, supervised the internal audit department and its work, strengthened the communication between external audit and internal audit, supervised the internal control system of the company, and played the supervisory role of the audit committee.
(II) performance of duties as a member of the nomination committee
As a member of the nomination committee of the board of directors of the company, I strictly abide by the working rules of the special committee of the board of directors of the company, pay attention to the performance of the directors and senior managers of the company at any time, review their comprehensive quality and qualification, and effectively safeguard the interests of small and medium-sized investors.
At the same time, it actively communicated with the company’s management, made independent suggestions on the assessment of the company’s directors and senior managers, and reviewed the qualifications and conditions of the nominated directors, which played a positive role in the sustained and rapid development of the company and the construction of the core team.
(III) performance of duties as a member of the remuneration and assessment committee
As a member of the remuneration and appraisal committee, I review the performance of the directors (non independent directors) and managers of the company in accordance with the working system of independent directors, the working rules of special committees of the board of directors and other relevant systems, conduct annual performance evaluation, supervise the implementation of the remuneration system of the company, and can effectively perform the functions and powers conferred by laws, regulations and the articles of association.
5、 Relevant work done in protecting shareholders’ rights and interests
1. In terms of corporate governance and information disclosure, I continue to pay attention to the company’s information disclosure, actively promote and improve the company’s systems, and urge the company to strictly comply with the Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, management measures for information disclosure of listed companies and other laws Carry out the company’s information disclosure according to the requirements of laws and regulations; The company is required to strictly implement the relevant provisions on information disclosure, ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure, promote the standardized operation of the company and effectively safeguard the legitimate rights and interests of the company and shareholders.
2. Strictly perform the duties of independent directors. I actively pay attention to the operation of the company, carefully listen to the report of the company’s management on the operation and standardized operation, take the initiative to obtain various materials required for making decisions, carefully review the materials provided by the company, make independent, fair and objective conclusions with my professional knowledge, and exercise my voting rights prudently.
3. Strengthen their own training and learning and improve their ability to perform their duties. Since I became an independent director of the company, I have been carefully studying relevant laws, regulations and rules, especially deepening my understanding and understanding of relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, constantly improving my awareness of protecting the interests of the company and investors, and strengthening my ability to perform my duties.
6、 Other working conditions
(I) there is no proposal to convene the board of directors;
(II) there is no proposal to hire or dismiss an accounting firm;
(III) 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 follow the principle of good faith and diligence. In strict accordance with laws, regulations, the articles of association and other provisions and requirements, strengthen communication and cooperation with the board of directors, the board of supervisors and the management of the company, so as to ensure the objective, fair and independent operation of the board of directors, enhance the scientific decision-making ability and leadership level of the board of directors, promote the improvement and continuous, stable and healthy development of the company’s business performance, and ensure the independence and impartiality of the board of directors, Safeguard the legitimate rights and interests of the company and all shareholders.
Hynar Water Group Co.Ltd(300961) independent directors:
Yu Hongying
February 26, 2024
