Report on the work of independent directors in 2021
As an independent director of Huasu Holdings Co.Ltd(000509) (hereinafter referred to as the “company”), according to the company
Law of the people’s Republic of China, guiding opinions on establishing independent director system in listed companies, and on strengthening public
Several provisions on the protection of shareholders’ rights and interests, the stock listing rules of Shenzhen Stock Exchange and the chapter of the company
Cheng, the company’s working system for independent directors and other laws, regulations, departmental rules and normative documents and the company’s
In accordance with the relevant provisions of the rules and regulations, we have the qualifications of independent directors and ensure that there is no impact on our performance of public office
Relationship and matters concerning the independence of independent directors of the company. In our work in 2021, in the spirit of serving all shareholders of the company
In the spirit of East responsibility, earnestly perform the duties and obligations of integrity and diligence of independent directors, and give full play to the supervision of independent directors
It plays an important role in safeguarding the overall interests of the company and the legitimate rights and interests of all shareholders. The work in 2021 is now described
The positions are as follows:
1、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
In 2021, the company organized and held 10 board meetings, 1 annual general meeting and 5 temporary meetings
At the shareholders’ meeting. We actively attended the board of directors, carefully read the meeting documents and relevant materials, and discussed and deliberated
We have made various proposals, maintained sufficient and necessary communication with the company’s management, and put forward proposals from our own professional point of view
Make rational suggestions and make independent voting opinions carefully to promote the scientific decision-making of the company. We believe that the company
The convening and convening procedures of the board of directors and the general meeting of shareholders comply with the relevant provisions of the company law and the articles of association,
Relevant procedures have been implemented for major business decisions and other major matters. We are satisfied with the proposal submitted to the board of directors
They all voted in favour, and there was no absence or entrustment of other directors to attend the board of directors, and no temporary meeting was proposed
General meeting of shareholders and board of directors. In 2021, our attendance at the board of directors and general meeting of shareholders is as follows:
Attendance of independent directors at the board of directors and shareholders’ meeting
Name: number of absentee votes that should be attended by proxy in person in 2021 (number of times (Times) (Times) (Times) pairs of times of not attending the shareholders’ meeting of the board of directors for two consecutive times)
Wen Hongxing 100000 No 5
Zhang Yizhong 10 100 0 0 0 0 No 0
Jiang Ying 10 10 0 0 0 0 No 0
(II) independent opinions and prior approval opinions
In 2021, all independent directors strictly abide by the principle of diligence and give full play to their role in economy, finance and law
Experience and expertise in law, corporate governance and other aspects, accounting for% of the company’s related party transactions, external guarantees and related party funds
Use, provision for asset impairment, election and appointment of directors and senior managers, appointment of external audit institutions, etc
Focus on this item and give professional opinions prudently and independently. The details are as follows:
No. time independent opinion matters involved
1. On January 14, 2021, review the personal resume, educational background, qualification and other relevant data of the senior managers employed by the company, and express independent opinions on the senior managers employed by the company
Issue prior approval opinions and independent opinions on the renewal of external audit institutions; On the funds occupied by the controlling shareholders and other related parties on April 14, 2021, the accumulated and current external guarantees, the matters involved in the unqualified audit report with explanatory notes in 2020, the profit distribution plan in 2020 Express independent opinions on the internal control self-evaluation report in 2020 and the use of temporarily idle self owned funds to purchase bank financial products
3. On July 20, 2021, he expressed independent opinions on the overall arrangement of the company’s major asset restructuring
4. On August 6, 2021, the company issued prior approval and independent opinions on the company’s application for loans and related party transactions from Hongtai group
5. On August 19, 2021, the company gave independent opinions on the funds occupied by the controlling shareholders and other related parties in the first half of the year, the cumulative and current external guarantees
6. On September 3, 2021, the company gave its prior approval on the major asset restructuring of the company and its independent opinions on the overall arrangement of the transaction
7. On October 27, 2021, the company gave its prior approval and independent opinions on the subsidiary’s application for loans and related party transactions from tianrunda
day
8. On November 22, 2021, the company issued prior approval and independent opinions on the company’s application for loans and related party transactions from Hongtai group
(III) verification of related party transactions
We strictly comply with relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the company
The requirements of the articles of association, the necessity and objectivity of the company’s related party transactions and whether the pricing is fair and reasonable
Make prudent judgment on whether it damages the interests of the company and shareholders, and review it in accordance with relevant procedures. I
We believe that the related party transactions between the company and related parties belong to normal commercial transactions, and these agreements
The content is legal, the transaction price is fair and reasonable, which is in line with the interests of the company and all shareholders, and in line with relevant laws
Regulations and the articles of association do not harm the interests of the company and all shareholders, especially minority shareholders
The situation.
The review procedure of related party transactions is legal and effective, and the related parties shall avoid voting during the review.
(IV) verification of external guarantees and funds occupied by controlling shareholders and other related parties
In accordance with the relevant provisions of the CSRC, we have carefully reviewed the company’s external guarantees and capital occupation, and issued the following independent opinions: during the reporting period, no non operational occupation of the company’s funds by controlling shareholders and other related parties was found; No new external guarantee is found, and there is no external guarantee that occurred in the previous period and continued to the reporting period. We believe that the company has strictly implemented the provisions of relevant documents such as zjf [2003] No. 56 and zjf [2005] No. 120, and can strictly control the capital occupation and external guarantee risk of related parties.
(V) selection of candidates for directors and appointment of senior managers
After reviewing the personal resumes and other relevant materials of the candidates and nominees, and learning more about the educational background, work experience and social part-time work of the senior management candidates, we believe that the job qualifications of the candidates and nominees are in line with the company law, the guidelines for the governance of listed companies, the articles of association and other relevant provisions, and the job qualifications are legal. The nomination procedures, deliberation and voting procedures of the company comply with the provisions of relevant laws, regulations and the articles of association.
(VI) verification of deposit and use of raised funds
In order to standardize the management of the company’s raised funds and protect the rights and interests of small and medium-sized investors, in accordance with the company law, the securities law, relevant regulations and normative documents of the CSRC, relevant business rules of the exchange and relevant provisions of the company’s raised funds management system, the company has opened a special account for the raised funds for the storage and use of the raised funds of non-public offering projects, And sign the tripartite supervision agreement on raised funds with the deposit bank and the recommendation institution. With the approval of the CSRC, all the funds raised this time are used to supplement working capital. The deposit and actual use of the company’s raised funds comply with the relevant provisions of the CSRC’s guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the company’s raised funds management system.
(VII) major asset restructuring and acquisition of Tianji Zhigu
On July 20, 2021, the 12th extraordinary meeting of the 11th board of directors of the company deliberated and passed the proposal on the company meeting the conditions for major asset restructuring, the proposal on the company’s major asset restructuring plan and other relevant proposals. On the same day, the company signed the equity transfer framework agreement with the restructuring related parties, Chengdu Kangda Credit Suisse Enterprise Management Co., Ltd., a wholly-owned subsidiary of the company, purchased 51% equity of Tianji Zhigu (Hubei) Information Technology Co., Ltd. (hereinafter referred to as “Tianji Zhigu”) held by Shenzhen tianrunda Technology Development Co., Ltd. in cash. After the completion of this transaction, the company indirectly controlled Tianji Zhigu.
(VIII) implementation of internal control
In strict accordance with the relevant requirements of the internal control evaluation system, the company conducted internal evaluation and external audit on the implementation of the internal control system in key management areas and main risk control areas. Significant deficiencies in internal control as of. The external audit institution audited the effectiveness of the internal control over the company’s 2020 financial report and issued the internal control audit report (dxsz [2021] No. 14-00027). (IX) implementation of information disclosure
During our tenure, we effectively supervised and verified the company’s information disclosure, ensured the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, ensured that all shareholders had equal access to information, and effectively safeguarded the legitimate rights and interests of shareholders, especially public shareholders. During my tenure as an independent director, the company strictly abides by laws and regulations such as the measures for the administration of information disclosure of listed companies and the Listing Rules of Shenzhen Stock Exchange of the CSRC and the relevant provisions of the company’s information disclosure management system, truly, accurately and completely performs the obligation of information disclosure, and ensures the right to know of the majority of investors, Safeguard the rights and interests of the company and minority shareholders.
(x) performance of commitments of the company, controlling shareholders, actual controllers and other relevant parties
During our term of office, the company and related parties strictly abide by all commitments, and there is no violation of commitments such as share restriction and horizontal competition.
（11） Performance of duties of special committees of the board of directors
The board of directors of the company has four special committees, namely the strategy committee, the audit committee, the nomination committee and the remuneration and assessment committee, of which independent directors account for 2 / 3 of the audit committee, the nomination committee and the remuneration and assessment committee. Each special committee has clear responsibilities, performs its duties according to the working system of each special committee formulated by the board of directors of the company, studies professional matters, puts forward opinions and suggestions, and provides reference for the decision-making of the board of directors.
1. Performance of the strategy committee
During the reporting period, the strategy committee of the board of directors of the company held a meeting to consider the proposal on the purchase of major assets and related party transactions of the company, and agreed that the company would purchase 51% equity of Tianji Zhigu in cash. In accordance with relevant laws and regulations, the articles of association and the working rules of the company’s strategy committee, the members of the strategy committee diligently performed their duties, made full use of the time they attended the board of directors and the general meeting of shareholders, conducted in-depth discussions on the company’s operation and main problems, and put forward planning opinions and suggestions, which were helpful to strengthen the scientificity of decision-making, It has played an important role in improving the efficiency and quality of decision-making.
2. Performance of the audit committee
The audit committee of the board of directors of the company is composed of three directors, two of whom are independent directors, and the convener is an independent director of accounting. During the reporting period, the main work of the audit committee of the board of directors was as follows: during the reporting period, the audit committee focused on strengthening the supervision and evaluation of the construction of the company’s internal control system. The audit committee gave full play to the role of the special committee, actively promoted the construction of the company’s internal control management, and supervised and guided the company to complete the self-evaluation of internal control in 2020; In the 2020 annual report audit, communicate with the company’s audit institutions on the company’s 2020 audit work plan, work content, audit work time and audit risks of important annual matters; After entering the site, the annual audit CPA communicated with the company’s annual audit CPA on matters related to the audit process before, during and after the event; Hold a meeting to form opinions on the renewal of 2021 financial report and internal control audit institution, and submit them to the board of directors for deliberation; Review the special reports on the deposit and use of raised funds in 2020 and the half year of 2021, form opinions and submit them to the board of directors for deliberation; After reviewing the quarterly internal audit work reports and internal audit work plans submitted by the Audit Department of the company, no major problems are found in the company. The internal audit work is comprehensive, the plan arrangement is reasonable, and the internal control process is scientific, reasonable, sound and standardized, which can effectively prevent major risks.
3. Performance of Nomination Committee
During the reporting period, the company was not involved in relevant matters and no nomination committee meeting was held.
4. Performance of remuneration and assessment committee
During the reporting period, the salary and assessment committee supervised the implementation of the company’s salary and assessment system.
2、 On site investigation of the company
In 2021, independent directors will make full use of the opportunity to participate in the board of directors and the general meeting of shareholders
