Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Report on the work of independent directors in 2021
As an independent director of the Fourth Board of directors of Lanzhou Ls Heavy Equipment Co.Ltd(603169) (hereinafter referred to as "the company"), in 2021, we strictly followed the company law, the securities law, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation and other laws, regulations and departmental rules In accordance with the provisions of the normative documents and the articles of association and the working system of independent directors of the company, and in the spirit of conscientious work attitude, exercise their powers independently, carefully and seriously, perform their duties in good faith, diligence, responsibility and loyalty, pay attention to the operation of the company in time, actively attend relevant meetings on time, carefully consider various proposals of the board of directors, and give fair and impartial opinions on relevant matters of the company Objective and independent opinions have effectively safeguarded the legitimate rights and interests of the company and shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
During the reporting period, there was no change in the independent directors of the Fourth Board of directors of the company. The current independent directors are senior experts in finance, industry and law, including Wan Hongbo, Chou Lingjun and Lei Hailiang. The basic information of independent directors is as follows:
Wan Hongbo: graduated from Lanzhou University, majoring in economic management. From 1986 to now, he has served as an associate professor of accounting in the school of management of Lanzhou University. The main research interests are accounting and taxation, comparison and international convergence of Chinese and foreign accounting standards, and information disclosure of listed companies. China Senior certified public accountant (member), national certified public accountant (member) of Australian National Institute of certified public accountants. He has successively published more than 20 academic papers such as "evaluation model of investment risk of high-tech projects" in professional core journals, personally or participated in compiling 5 professional books, and presided over or participated in 7 provincial and ministerial projects. Gansu senior auditor judge, Gansu senior accountant judge, Gansu accounting society director, Gansu Institute of Certified Public Accountants executive director, Gansu Provincial Department of science and technology, Gansu Local Taxation Bureau and other government departments, as well as several large state-owned enterprises such as Gansu Electric Power Company. Independent directors of listed companies such as Lanzhou Ls Heavy Equipment Co.Ltd(603169) , Gansu Engineering Consulting Group Co.Ltd(000779) and Haimo Technologies Group Corp(300084) supervisors.
Chou Lingjun: graduated from the University of the Chinese Academy of Sciences, doctor of science and doctoral supervisor. He has long been engaged in the research in the field of petrochemical industry and energy catalysis. His main research interests are the effective conversion of natural gas and low-carbon alkanes, the synthesis and application of microporous and Mesoporous Catalytic Materials, and the catalytic elimination of stable harmful molecules, Projects presided over or mainly participated in include member of rare earth catalysis Professional Committee of China Rare Earth Society and distinguished researcher of Chinese Academy of Sciences.
Lei Hailiang: graduated from Northwest University of political science and law, and graduated as a postgraduate from East China University of political science and law. He obtained the lawyer qualification certificate in September 1995, obtained the qualification of independent director of listed company in 2010, and won the title of excellent lawyer in 2014. He is now the director of Gansu sailai law firm, vice president and Secretary General of Lanzhou Pingliang chamber of Commerce, and visiting professor of Gansu University of Political Science and law.
During the reporting period, all independent directors had the independence required by the guiding opinions on the establishment of independent director system in listed companies issued by the CSRC, and there was no situation affecting their independence.
2、 Annual performance of independent directors
As independent directors, we fully understand and pay attention to the company's production and operation and major issues through field research, on-site meetings, telephone communication, e-mail, public media and other means, give full play to the role of independent directors as constraints and checks in corporate governance and major decisions, and ensure the company's legal and compliant operation and improve the company's internal management efficiency, A lot of work has been done to improve the scientific decision-making level of the board of directors.
(I) attendance
In 2021, the company held 13 meetings of the board of directors, 1 annual general meeting and 4 extraordinary general meetings; The details of our attendance at the meeting are as follows:
Participation in the board of directors and shareholders present
The name of the director should attend the meeting in person or entrusted. Whether there are two consecutive meetings this year
Number of board meetings number of seats number of times of absence number of times of not attending in person
Plus meeting
130000 red wave
Ugly Lingjun 13 0 0 0 No 5
Lei Hailiang 13 0 0 0 No 5
At the meeting of the board of directors, we earnestly perform the duties of independent directors according to law, give full play to their professional abilities, carefully consider various proposals, exercise voting rights independently and objectively, and express independent opinions on relevant proposals.
(II) independent opinions issued in 2021
In accordance with the company law, the securities law, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies on Shanghai Stock Exchange No. 1 - standardized operation and other laws and regulations, departmental rules and normative documents, as well as the articles of association and the working system of independent directors, we have issued special opinions on 20 proposals, They are:
1. Proposal on adjusting the company's non-public offering of a shares
2. Proposal on the company's plan for non-public offering of A-Shares (Revised Draft)
The 10th Session of the 4th board of directors 3 Proposal on the feasibility analysis report on the use of funds raised by the company's non-public issuance of A-Shares (revised draft of the second meeting)
4. Proposal on the company's non-public offering of shares, diluting the immediate return and filling the return measures and the commitments of relevant subjects (Revised Draft)
The 10th Session of the 4th board of directors 1 Proposal on providing guarantee for subsidiaries to apply for comprehensive credit extension from financial institutions
Three meetings 2 Proposal on the expected daily related party transactions of the company in 2020
1. Profit distribution plan for 2020
The 10th Session of the 4th board of directors Special report on the deposit and actual use of raised funds in 2020
Fourth meeting
3. Proposal on the provision for asset impairment
Proposal of the 10th Session of the 4th board of directors on the appointment of senior managers of the company
Fifth meeting
1. Proposal on by election of non independent directors of the Fourth Board of directors
The 10th Session of the 4th board of directors Proposal on the appointment of professional managers of the company
Sixth meeting
3. Proposal on hiring financial audit institutions and internal control audit institutions in 2021
The 10th Session of the 4th board of directors 1 Proposal on by election of members of the special committee of the Fourth Board of directors
Eighth meeting 2 Proposal on the appointment of the general manager of the company
The second session of the Fourth Board of directors 1 Proposal on cash acquisition of the controlling interest of China Nuclear Jiahua Equipment Manufacturing Co., Ltd
10th meeting 2 Proposal on extending the period of validity of the resolution of the general meeting of shareholders on the non-public issuance of A-Shares and the period of validity of the general meeting of shareholders authorizing the board of directors to handle relevant matters with full power
1. Proposal on foreign investment in Shenmu Shengbang Chemical Co., Ltd
The second session of the Fourth Board of directors Proposal on write off of bad debts
Fourteenth meeting
3. Proposal on increasing the amount of daily connected transactions of the company in 2021
(III) on site investigation and the company's cooperation with independent directors
During the reporting period, with the active cooperation of the company, we conducted on-site inspection on the company through the board of directors, general meeting of shareholders, meeting of independent directors and other ways to have an in-depth understanding of the company's operation and management and financial situation, and made a comprehensive analysis of the economic environment, industry development trend, company development planning, foreign investment Fully exchange opinions with the company on the construction of internal control.
Reviewed the adequacy of the convening procedures of the board of directors, necessary documents and materials and information that can make reasonable and accurate judgments.
We timely listen to the report of the company's management on the company's annual operation, investment activities and other major matters as well as the company's annual financial situation. Fully communicated with the annual audit accountant on the contents related to the audit work.
Based on the in-depth understanding of the company's operation and management and standardized operation, put forward relevant suggestions to the company to promote the management improvement and healthy and sustainable development of the company. The company actively cooperated with the on-site visits and exchanges carried out by independent directors to ensure the development of various work.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
During the reporting period, we reviewed the company's annual daily related party transactions and other related party transactions in strict accordance with the requirements of relevant laws and regulations, such as the stock listing rules of Shanghai Stock Exchange, the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 - standardized operation. The decision-making procedures of relevant transactions comply with the provisions of the company law, the securities law and other laws and regulations and the articles of association of the company, and the board of directors has fulfilled the obligation of good faith; The price of related party transactions is fair and reasonable, and no damage to the legitimate rights and interests of the company or non related shareholders is found in related party transactions.
(II) external guarantee and fund occupation
During the reporting period, we carefully reviewed the external guarantee and capital occupation of the company and expressed independent opinions. We believe that the external guarantee of the company is the guarantee for subsidiaries and controlling shareholders, the risk is controllable, the procedure is legal and compliant, there is no external guarantee in violation of decision-making procedures, and there is no non recurring capital occupation of controlling shareholders and their related parties. We require the company to continuously pay attention to and supervise the risks of the company's external guarantee, and perform the approval and disclosure procedures for the new external guarantee in strict accordance with the relevant provisions of the guarantee business.
(III) use of raised funds
During the reporting period, we supervised and reviewed the use of the company's raised funds in accordance with the guidelines for self regulatory supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation and the company's measures for the management of raised funds of a shares. We believe that the deposit and use process of the raised funds fully comply with the system requirements of relevant laws and regulations and the fund use procedures are standardized, The actual investment projects are consistent with the promised investment projects, and no violations of raised funds are found.
(IV) selection, employment and remuneration of directors and senior managers
During the reporting period, the company's procedures for nominating candidates for directors and appointing senior managers were legal and standardized; Both the nominated directors and the appointed senior managers have the qualifications and abilities to serve as directors and senior managers of listed companies. It is not found that the nominated directors and the appointed senior managers violate the company law, the articles of association and other relevant provisions, and there is no phenomenon that they are determined to be prohibited from entering the market by the CSRC.
During the reporting period, we reviewed the remuneration of the company's senior managers and believed that the remuneration of the company's senior managers met the relevant provisions of the company's performance appraisal and executive remuneration management, and the remuneration payment met the provisions of relevant laws and regulations, the articles of association, rules and regulations, etc.
(V) performance forecast
On January 30, 2021, the company issued the announcement of 2020 annual performance loss in advance (p.2021-008). On July 15, 2021, the company issued the semi annual performance forecast of 2021 (p.2021-039).
(VI) appointment or replacement of accounting firms
During the reporting period, the company continued to employ Dahua Certified Public Accountants (special general partnership) as the audit institution in 2021. We believe that the accounting firm employed by the company has the experience and ability to provide audit services for listed companies, can independently audit the company's financial status and meet the requirements of the company's financial audit. In providing audit services for the company, we should strictly abide by our due diligence, follow the independent, objective and fair professional standards, be responsible and be able to better complete various audit tasks. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
(VII) cash dividends and other investor returns
In accordance with the relevant provisions of the articles of association and profit distribution policy, the company has formulated the profit distribution plan for 2020 in combination with the actual operation of the company. We have expressed independent opinions on the profit distribution plan for 2020 proposed by the board of directors. The plan is based on the actual situation of the company, takes full account of the actual situation of the company and other factors, and complies with relevant laws and regulations, There is no situation that damages the interests of shareholders, especially minority shareholders.
(VIII) commitment of the company and shareholders
During the reporting period, all commitments in 2021 were effectively fulfilled as agreed, and no breach of commitments by the company and its controlling shareholders was found.
(IX) implementation of information disclosure
During the reporting period, the company did a good job in information disclosure in strict accordance with the provisions of relevant laws, regulations, departmental rules and normative documents, such as the company law, the securities law, the measures for the administration of information disclosure of listed companies, the stock listing rules of Shanghai Stock Exchange, etc., and disclosed periodic reports and temporary announcements in a true, accurate, complete, timely and fair manner, There are no false records, misleading statements or major omissions.
(x) implementation of internal control
During the reporting period, we further urged the company to improve the corporate governance structure, strengthen the standardized operation of the company and improve the company's internal control system in accordance with the relevant requirements of the CSRC. This year, the company continued to improve the system and internal control system, achieved comprehensive coverage of key control points of key businesses, prevented and controlled business risks, effectively improved the level of internal control and risk management, and ensured the overall sustainable and effective operation of the company's internal control. We have reviewed the internal control evaluation report of the company and the internal control evaluation report issued by the accounting firm
