Henan Huaying Agricultural Development Co.Ltd(002321)
Report on the work of independent directors in 2021
(Zhu Huping)
As an independent director of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as “the company”), I strictly abide by the company law, the securities law, the code for corporate governance of listed companies, the rules for independent directors of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association In accordance with the provisions and requirements of the company’s working system for independent directors and relevant laws and regulations, faithfully and diligently perform their duties, independently and prudently exercise the powers entrusted to independent directors by the company, actively attend the relevant meetings of the company in 2021, carefully consider various proposals, objectively express independent opinions on relevant matters of the company, and give full play to the independent role of independent directors, We have effectively safeguarded the legitimate rights and interests of all shareholders, especially the majority of minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at the board of directors and general meeting of shareholders in 2021
In 2021, the company held seven board meetings, one shareholders’ meeting and one investor group meeting. I have attended seven board meetings and one general meeting of shareholders. I carefully reviewed the proposals of the previous board meetings held in 2021, and tried to learn more about the proposals through on-site meetings, consultation, telephone communication and other means. During the meeting, carefully listen to the views of other directors, actively put forward their own opinions and participate in the discussion, and carefully consider and vote on various proposals. In 2021, I voted in favor of all the proposals held by the board of directors and did not raise any objection to any matter of the company.
2、 Independent opinions
In 2021, in accordance with relevant laws and regulations and relevant provisions, I scrupulously performed my duties, diligently and conscientiously, carefully reviewed relevant meeting materials and had a detailed understanding of the relevant situation. Based on the independent position and judgment, and in the attitude of being responsible to all shareholders of the company, especially the minority shareholders, I expressed independent opinions on the relevant matters of the company with the other two independent directors. The details are as follows: 1. At the 49th meeting of the sixth board of directors held on January 19, 2021, I carefully reviewed and agreed with the matters about the company’s plan to provide guarantee for contract farmers.
2. At the 50th meeting of the sixth board of directors held on April 27, 2021, I made comments on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s guarantee, the company’s profit distribution in 2020, the company’s special report on the deposit and actual use of raised funds in 2020, the company’s self-evaluation report on internal control in 2020, the company’s renewal of the 2021 audit institution and internal control audit institution The matters involved in the non-standard audit opinion of the financial report in 2020 and the matters involved in which the opinion cannot be expressed in the internal control audit report have been carefully reviewed and expressed the agreed independent opinion, and the pre approval opinion on the renewal of the audit institution and internal control audit institution in 2021 has been issued.
3. At the 51st meeting of the sixth board of directors held on May 14, 2021, the company carefully reviewed and expressed its agreed independent opinions on the by election of independent director candidates of the sixth board of directors of the company.
4. At the 52nd meeting of the sixth board of directors of the company held on June 29, 2021, I carefully reviewed the company’s plan to provide guarantee for the loans of contract farmers and breeding supply chain customers, and expressed my agreed independent opinions.
5. On August 6, 2021, the company checked the inquiry letter of Shenzhen Stock Exchange on the company’s 2020 annual report and issued independent opinions.
6. At the 53rd meeting of the sixth board of directors held on August 9, 2021, I carefully reviewed the appointment of the Secretary of the board of directors of the company and expressed my agreed independent opinions.
7. At the 54th meeting of the 6th board of directors held on August 30, 2021, I carefully reviewed and expressed my agreed independent opinions on the occupation of the company’s funds by controlling shareholders and other related parties, the company’s guarantee, the special report on the deposit and actual use of the company’s raised funds in the half year of 2021, and the changes of the company’s accounting policies.
3、 Work of the special committee
The board of directors of the company has four special committees: strategy, audit, nomination, remuneration and assessment. I am the chairman of the audit committee, the member of the strategy committee, the member of the nomination committee and the remuneration and assessment committee. As the convener of the audit committee of the board of directors of the company, during the reporting period, I earnestly performed my responsibilities in strict accordance with the working rules of the audit committee of the board of directors, and actively participated in guiding and supervising the improvement of the company’s internal audit system and the review of the internal system. At the regular working meetings of the audit committee, carefully read and listen to the relevant reports submitted by the company’s internal audit department, and elaborate on the relevant opinions; It also puts forward suggestions on the company’s internal audit procedures and internal control norms, which improves the effectiveness of internal audit and the standardization of the operation of the company’s internal control procedures.
During the reporting period, I actively participated in the review and gave suggestions on the implementation of the company’s development strategy and major investment decisions, carefully analyzed the implementation and existing problems of the company’s salary and assessment mechanism, actively participated in the discussion, put forward reasonable suggestions, reviewed the appointment of directors and senior managers of the company and expressed clear opinions.
4、 Work done in protecting the rights and interests of investors
1. Inspection of the company’s information disclosure
During the reporting period, I paid close attention to and urged the company to strictly implement laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the relevant provisions of the company’s information disclosure management system, so as to ensure that the information disclosure is true, accurate, timely and complete. At the same time, as an independent director, I pay close attention to the media reports on the company and feed back relevant information to the company in time, so as to effectively safeguard the rights and interests of the company and shareholders, especially small and medium-sized shareholders.
2. Investigation on the governance structure and operation management of the company
During the term of office, I actively understood the risks faced by the company, the company’s measures to resolve risks and the company’s daily production and operation status by participating in the board of directors and shareholders’ meetings, as well as by telephone, supervised and verified the performance of directors and senior executives, urged the company to strengthen interaction and communication with investors, and effectively safeguarded the legitimate interests of minority shareholders.
3. Give full play to independence in work
As an independent director of the company, I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the working rules for independent directors of the company, attend the meeting of the board of directors of the company in person on time, carefully consider various proposals, objectively express my opinions and views, and make independent and impartial judgments by using financial professional knowledge. He expressed independent opinions on relevant matters, was not affected by the company and major shareholders, and effectively protected the interests of minority shareholders.
5、 Other working conditions
(I) during the reporting period, no objection was raised to the proposal of the board meeting this year;
(II) there is no proposal to convene the board of directors;
(III) there is no proposed employment or dismissal of accounting firms.
The above is the report on my performance of duties during my performance of duties in 2021. thank you! (there is no text below, which is the signature page of Zhu Huping’s work report of Henan Huaying Agricultural Development Co.Ltd(002321) independent director)
Independent director: Zhu Huping
April 28, 2002
