Hna Investment Group Co.Ltd(000616)
Report on the work of independent directors in 2021
(MA Hongtao)
As an independent director of the 9th board of directors of Hna Investment Group Co.Ltd(000616) (hereinafter referred to as “HNA investment” or “the company”), in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the relevant provisions on strengthening the protection of the rights and interests of public shareholders, the governance standards of listed companies and other laws and regulations, as well as the articles of association and working system of independent directors of HNA investment, In the work of 2021, based on the principles of independence, objectivity and impartiality, he faithfully performed his duties, timely understood the company’s operation and management information, paid comprehensive attention to the company’s development, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on relevant matters of the company, which effectively ensured the standardization of the company’s operation and effectively safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders. My performance in 2021 is reported as follows:
1、 Attendance at board meetings
During the period from July 8, 2021 to December 31, 2021, the company held 5 meetings of the board of directors. I personally attended 5 meetings of the ninth board of directors in 2021 by on-site or communication. For the matters considered by the board of directors, I comprehensively obtained the information required for decision-making and carefully conducted prior review by reading meeting materials, on-site investigation and asking relevant personnel of the company. In the decision-making process of the board of directors, I actively communicate with other directors, supervisors and senior managers, fully express professional opinions on relevant matters by using my own professional knowledge and experience, play a positive role in the correct decision-making of the board of directors, and strive to safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders.
During the reporting period, I followed the principles of diligence, pragmatism, honesty and responsibility, considered all the proposals of the board meeting after objective and serious thinking, and exercised the voting right with a cautious attitude. I have no objection to the proposal of the board meeting and other matters of the company.
2、 Opinions of independent directors
During the reporting period, I expressed independent opinions on the following matters considered by the board of directors in accordance with relevant regulations:
Time and type of comments
On July 8, 2021, the independent opinions on relevant matters of the first meeting of the ninth board of directors were agreed
On August 31, 2021, the controlling shareholder and other related parties occupied the company’s funds and the company’s external consent
Special description and independent opinions on guarantee
Agreement on the reply to the inquiry letter of the 2020 annual report of Shenzhen Stock Exchange on October 14, 2021
separate opinion
On October 28, 2021, the independent directors agreed to the fund occupation and external guarantee of the company’s related parties
Special instructions and independent opinions
Reply to the inquiry letter on the 2020 semi annual report of Shenzhen Stock Exchange on December 30, 2021
Independent opinion of
On December 31, 2021, the independent opinions on relevant matters of the fifth meeting of the ninth board of directors were agreed
The opinions of the above independent directors have been publicized on cninfo, an information disclosure website designated by the CSRC.
3、 Work of the special committee of the board of directors
The board of directors of the company has four special committees: strategy, nomination, salary and assessment, and audit. I presided over and participated in the meetings of the nomination committee of the board of directors and the audit committee of the board of directors respectively. During the reporting period, I earnestly fulfilled relevant responsibilities and obligations, actively participated in relevant matters, supervised and verified the annual audit and internal control of the company, reviewed the nomination and qualification of directors and senior managers of the company, actively participated in discussions and put forward reasonable suggestions.
4、 Performance of other duties of independent directors
During the reporting period, my work included attending the meetings of the board of directors, the meetings of special committees of the board of directors and the general meeting of shareholders, timely understanding the specific situation of major matters of the company, paying attention to the implementation of the company’s audit work, inspecting and evaluating the construction and implementation of the company’s internal control, inspecting the implementation of the resolutions of the board of directors and the general meeting of shareholders, etc.
Through the above work, I deeply understood the company’s situation, gave full play to my professional advantages, showed independence, objectivity and impartiality, repeatedly put forward valuable suggestions to the company, promoted the continuous improvement of the company’s operation efficiency and governance level, and played a role as the spokesman for the interests of the company’s shareholders, especially small and medium-sized shareholders.
I continued to pay attention to the company’s information disclosure, so that the company completed the information disclosure truly, accurately and completely in the reporting period in strict accordance with the administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the company’s information disclosure management system.
In order to better perform the duties of independent directors, I carefully study the laws, regulations and rules related to the standardized operation of listed companies and the performance of duties by independent directors, actively participate in the training organized by CSRC, Shenzhen Stock Exchange and other institutions, deepen my understanding and understanding of relevant laws and regulations, and effectively strengthen the ability to protect the legitimate rights and interests of the company and shareholders.
During the reporting period, I did not propose to convene the board of directors or extraordinary general meeting of shareholders, to dismiss the accounting firm, or to independently employ external audit institutions and consulting institutions.
5、 Other situations
During the reporting period, Dahua Certified Public Accountants issued a qualified opinion audit report and a negative opinion internal control audit report to the company. In my opinion, the audit report truly and objectively reflects the financial status and operation of the company in 2021, and we have no objection to the audit report.
As an independent director of the company, I attach great importance to the problems reflected in this internal control report. At present, I am urging the management of the company to take practical measures and measures to solve the above problems, effectively resolve risks, safeguard the rights and interests of the company to the greatest extent, protect the interests of small and medium-sized investors, and timely fulfill the obligation of information disclosure in strict accordance with relevant regulations. The company is required to comprehensively strengthen internal control, continue to carry out in-depth internal self inspection and rectification, conduct comprehensive self inspection and rectification from the aspects of internal control system construction, personnel management and internal control implementation, and sort out the existing systems to find out omissions and make up for deficiencies. In strict accordance with the basic norms of enterprise internal control and other provisions, improve and implement various systems, comprehensively strengthen control, and ensure that the company maintains effective internal control in all major aspects. The above is my report on my performance of duties in 2021.
Independent director: Ma Hongtao April 28, 2002
