Guizhou Wire Rope Co.Ltd(600992)
Performance report of independent directors
Dear directors
In 2021, as an independent director of the company, in accordance with the company law, the guidance on the establishment of independent director system by listed companies, the guidelines for the governance of listed companies and the articles of association of listed companies, the company’s working rules for independent directors, the annual report working system of independent directors and other relevant provisions of the CSRC, and in the spirit of being responsible for the shareholders and the board of directors of the company, Earnestly fulfilled their responsibilities and obligations, and diligently performed the following work:
1、 Basic information of independent directors
Liu Qiao:
Liu Qiao, male, born in 1955, Professor, retired from Guizhou University, now Guizhou Space Appliance Co.Ltd(002025) independent director.
Wei Wei:
Wei Wei, male, born in 1955, was the former Netac Technology Co.Ltd(300042) chairman of the board of directors, and is now an independent director of Zhongtian Guofu Securities Co., Ltd.
Ma Ying:
Ma Ying, female, born in 1977, is a certified public accountant, senior accountant, certified tax agent, senior economist and enterprise legal adviser. She is now the deputy director of Guizhou Zhengfang certified public accountants, the director of Guizhou Fangxing certified tax agent Co., Ltd., the head of Guizhou branch of China audit century engineering cost consulting (Beijing) Co., Ltd Independent director of Guizhou Qiantong Zhilian Technology Co., Ltd.
As Guizhou Wire Rope Co.Ltd(600992) independent directors, we have not served as independent directors in the company
Any position other than a director, and has not held any position in the company’s major shareholder unit
There is no conflict between the company and the major shareholders of the company that may hinder us from making independent and objective judgments
Relationship.
2、 Annual performance of independent directors
(I) attendance
In 2021, the company held 7 Board meetings and 2 general meetings of shareholders.
In accordance with the regulations and requirements, we attended the general meeting of shareholders and the meeting of the board of directors of the company
From the situation of participating in various meetings, we believe that the company’s work will become regular in 2021
At ordinary times, the convening of the board of directors and the general meeting of shareholders complies with legal procedures and major business decisions
Relevant procedures have been performed. This year, we did not comment on the proposals of the board of directors of the company and its
It raised objections to the matter.
1. Attendance at the board of directors
Reasons for absence and names of independent directors who should attend in person and entrust to attend in this year
Number of board meetings (Times) (Times) (Times) other explanations
Liuqiao 7 7 0 0-
Wei Wei 7 7 0 0-
Ma Ying 7 7 0 0-
Before the board meeting, we actively pay attention to and understand the production, operation and operation of the company,
Investigate and obtain the information and materials needed to make decisions, which has fully contributed to the important decisions of the board of directors
Preparation of points. At the meeting, each topic was carefully considered, actively participated in the discussion and put forward reasonable and feasible suggestions
It has played its due role in making scientific decisions for the board of directors of the company.
2. Attendance at the general meeting of shareholders
In 2021, as an independent director of the company, we personally attended two general meetings of shareholders of the company. (II) convening of professional committees of the board of directors
The board of directors of the company has a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee, and has formulated corresponding implementation rules. We organized and attended the meeting in accordance with relevant regulations to make suggestions on the development plan of the company.
3、 Key matters concerned in the annual performance of independent directors
(I) expression of independent opinions
In 2021, we issued the following independent opinions on the following matters after checking the relevant data of the company in accordance with relevant regulations:
1. In accordance with the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) issued by the CSRC, we have carefully examined the external guarantee of the company and the implementation of the above documents, Independent opinions on the situation are as follows:
As of December 31, 2020, the company had no external guarantee, and there was no guarantee for shareholders, actual controllers and their related parties. There are no illegal capital transactions between the company and its controlling shareholders.
2. According to the guiding opinions on the establishment of independent director system by listed companies, the articles of association, the working rules for independent directors and other relevant provisions of the CSRC, we have checked the relevant materials of the company, considered that the daily connected transactions of the company are necessary for the production and operation of the company, and agreed that the company should continue to implement the signed connected transaction agreement; It is agreed that the company and Guizhou steel rope (Group) Co., Ltd. sign the entrusted processing contract of wire products; It is agreed that the company will sign the comprehensive service agreement with Guizhou Qianli Industrial Co., Ltd. and Zunyi Maite industry and Trade Co., Ltd; Agree to submit the daily connected transaction agreement to the general meeting of shareholders for deliberation, and express the following independent opinions:
(1) The daily related party transaction agreements to be executed by the company comply with the principles of fairness, impartiality and openness, the transaction pricing is fair and reasonable, and the interests of both parties to the transaction are fully taken into account. The related party transactions do not damage the interests of the joint stock company and its shareholders, especially the medium and small shareholders.
(2) The above related party transactions are conducive to the company’s rational allocation of resources and are of positive significance to the company’s stability and expansion of the market.
3. Independent opinions on the company’s 2020 profit distribution plan
The 2020 annual profit distribution plan of the company is formulated on the premise of ensuring the normal operation and long-term development of the company, comprehensively considering the company’s profitability, operation status and the investment return of all shareholders, and complies with the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies The relevant provisions on profit distribution, such as the guidelines for cash dividends of listed companies on Shanghai Stock Exchange and the articles of association, do not harm the interests of shareholders of the company. We unanimously agreed on the profit distribution plan and submitted it to the 2020 annual general meeting of shareholders of the company for deliberation. 4. Independent opinions on using some idle raised funds for cash management:
On the premise of not affecting the implementation of investment projects with raised funds and ensuring the safety of funds, the company uses some temporarily idle raised funds to purchase Principal Guaranteed structural deposits or principal guaranteed bank financial products in a short term, which is conducive to increasing the income of raised funds. It has not changed the investment plan of raised funds or the purpose of raised funds, which is in line with the interests of the company and shareholders.
The company has formulated relevant systems and established risk control procedures and measures. The investment complies with the provisions of relevant laws, regulations and rules, and its decision-making procedure is legal and effective.
It is agreed that the company can use idle raised funds with a maximum amount of no more than 300 million yuan to purchase Principal Guaranteed structured deposits or principal guaranteed financial products, and the above amount can be used on a rolling basis during the investment period.
5. Independent opinions on the appointment of accounting firms
As an independent director of Guizhou Wire Rope Co.Ltd(600992) , we have carefully understood the specific situation of the company’s proposed accounting firm from the company’s management, and reviewed the relevant qualifications and other supporting materials of the proposed accounting firm. We believe that the company’s proposed accounting firm meets the needs of the company’s development, and the review procedures comply with the provisions of relevant laws, regulations and the articles of association. Grant Thornton Certified Public Accountants (special general partnership) is qualified for securities and futures related business, has many years of experience and ability to provide audit services for listed companies, has good professional competence, investor protection ability, independence and integrity, and can provide true and fair audit services for the company, Be able to meet the requirements of the company’s financial and internal control audit in 2021; The proposed accounting firm of the company does not harm the interests of the company and all shareholders; We agree to continue to employ Zhitong Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2021 for one year, and the audit service fee is RMB 800000. Agree to submit the proposal to the board of directors for deliberation and to the general meeting of shareholders for deliberation.
6. Independent opinions on Amending the articles of Association
We have carefully and prudently reviewed the proposal on Amending the articles of association considered at the ninth meeting of the seventh board of directors of the company. In accordance with the relevant provisions of the securities law, the company law, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies (revised in 2019), we express our independent opinions as follows:
This revision revised the relevant provisions of the articles of association and standardized some details of the articles of association in accordance with the regulations of the Communist Party of China on the work of grass-roots organizations of state-owned enterprises (for Trial Implementation) and the notice on urging the full completion of the task of “party building into the chapter” of state-owned enterprises and their independent legal person companies at all levels issued by the leading group office of Party building in state-owned enterprises of Guizhou provincial Party committee, It complies with the requirements of relevant laws, regulations and normative documents, conforms to the actual situation of the company, and is conducive to protecting the legitimate rights and interests of investors. We agree to the amendment of the articles of association and agree to submit the proposal to the general meeting of shareholders for deliberation.
7. Independent opinions on changes in accounting policies
The change of the company’s accounting policy is a corresponding change according to the relevant documents of the Ministry of Finance and the actual situation of the company, which is in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, which is conducive to objectively and fairly reflect the company’s financial situation and operating results, and is in line with the interests of the company and all shareholders.
The review and decision-making procedures of this accounting policy change comply with relevant laws and regulations and the articles of association of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Agree to the change of the company’s accounting policy.
8. The procedures for the appointment of the general manager of the company by the board of directors of the company comply with the provisions of the company law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations, and will not have a significant impact on the operation, development and corporate governance of the company.
After verification of Mr. Yang Cheng’s resume and other materials, it is considered that his qualification meets the conditions for serving as the general manager of the company and the provisions of relevant laws and regulations. Mr. Yang Cheng has the professional knowledge and work experience required to perform his duties, has the corresponding ability of organization, management and coordination, and has good professional ethics and personal quality. There is no case that the company law stipulates that it is not allowed to serve as senior managers of the company, and there is no case that it is determined by the CSRC as a market prohibited person and the prohibition has not been lifted, or it is declared as an inappropriate person by the stock exchange.
We unanimously agree to appoint Mr. Yang Cheng as the general manager of the company until the expiration of this board of directors.
9. The board of directors nominated and added Mr. Yang Cheng as the director candidate of the seventh board of directors of the company. After reviewing his personal resume, qualification and other relevant materials, we believe that Mr. Yang Cheng meets the requirements of the company law, the articles of association and the working rules of independent directors on the qualification of directors, and there is no situation stipulated in articles 146 and 148 of the company law, There is also no phenomenon that the CSRC has determined that it is prohibited from entering the market and the prohibition has not been lifted.
The nomination, deliberation and voting procedures of the above-mentioned additional directors comply with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant laws and regulations, and will not have a significant impact on the company’s operation, development and corporate governance.
We unanimously agree to nominate and add Mr. Yang Cheng as the candidate for director of the seventh board of directors of the company.
10. We have carefully and prudently reviewed the proposal on Amending the articles of association considered at the 12th meeting of the seventh board of directors of the company. In accordance with the relevant provisions of the securities law, the company law, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies (revised in 2019), we express our independent opinions as follows:
The company’s articles of association have been amended in accordance with the laws and regulations of the people’s Republic of China, which are in line with the legal requirements of the company’s articles of association and the actual conditions of the investor’s rights and interests. We agree to the amendment of the articles of association and agree to submit the proposal to the general meeting of shareholders for deliberation.
11. We believe that the above two credit and debt transfer agreements to be signed by the company are mainly for the purpose of accelerating capital flow, increasing working capital, ensuring normal operation and sustainable development of the company and meeting the actual capital needs of the company. This matter does not damage the interests of the company and all shareholders, and does not affect the independence of the company. The deliberation and voting procedures comply with the provisions of relevant laws, regulations, normative documents and the articles of association. We unanimously agree that the company will sign two “credit and debt transfer agreements”.
12. On the premise of ensuring that the construction of investment projects with raised funds and the normal use plan of raised funds are not affected, the company uses some idle raised funds with a maximum amount of no more than 150 million yuan to temporarily supplement working capital, which is conducive to improving the use efficiency of the company’s raised funds and reducing financial expenses, which is in line with the interests of the company and all shareholders, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders; The decision-making procedures for the company to use some idle raised funds to temporarily supplement working capital 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 of listed companies, the measures for the management of raised funds of listed companies on Shanghai Stock exchange and the company’s management system for the use of raised funds. The company’s temporary replenishment of working capital with some idle raised funds does not conflict with the implementation plan of the investment project with raised funds, does not affect the normal progress of the project with raised funds, nor does it change the investment direction of raised funds in a disguised manner and damage the interests of shareholders of the company. Therefore, we agree that the company will temporarily supplement working capital with some idle raised funds of no more than 150 million yuan, with a service life of no more than 12 months.
13. We carefully understood the specific situation from the company’s management on the write off of some accounts receivable and prepayments, and reviewed the relevant documents. We believe that the company’s write off of accounts receivable and prepayments is to truly reflect the financial situation of the enterprise, with sufficient basis for write off, in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company. The amount to be written off this time does not involve the company’s related parties, nor does it exist
