Sichuan Chengfei Integration Technology Corp.Ltd(002190)
2021 annual report of independent directors
(Chu Kexin)
As an independent director of Sichuan Chengfei Integration Technology Corp.Ltd(002190) (hereinafter referred to as “the company”), In 2021, in strict accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the guidelines for the standardized operation of Listed Companies in Shenzhen Stock exchange, the articles of association, the working system of independent directors and other laws and regulations and relevant provisions of the company, Conscientiously, diligently and dutifully perform their duties, give full play to the role of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, I actively participated in the meetings of the board of directors and the general meeting of shareholders held by the company, carefully reviewed the meetings and relevant materials, actively participated in the discussion of various topics, and played a positive role in the correct and scientific decision-making of the board of directors.
In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. My attendance at the meeting is as follows:
The board of directors held 6 times and the general meeting of shareholders held 2 times
Opening times
Attendance in person attendance number of absences by proxy whether there are two consecutive times of non attendance attendance number of attendance in person
6 0 0 No 2 1
1. No objection to the proposals of the board of directors and other items of the company;
2. Voted in favor of the relevant proposals considered at each board meeting;
3. No absence from the board of directors.
2、 Independent opinions
1. On March 30, 2021, the seventh meeting of the seventh board of directors of the company issued independent opinions on the 2020 profit distribution plan, the 2020 internal control self-evaluation report and the continuous risk assessment report on deposits and loans associated with AVIC Finance Co., Ltd, It also issued special instructions and independent opinions on the proposal on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee.
2. On August 25, 2021, the ninth meeting of the seventh board of directors of the company expressed independent opinions on the proposal on implementing the new leasing standards and changing accounting policies, the continuous risk assessment report on deposits and loans associated with AVIC Finance Co., Ltd. and the proposal on the proposed change of audit institution in 2021, It also issued special instructions and independent opinions on the proposal on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee.
3. On December 29, 2021, at the 12th meeting of the seventh board of directors of the company, independent opinions were expressed on the proposal on the annual salary fulfillment plan of the company’s senior leaders in 2020 and the proposal on the prediction of the company’s daily connected transactions in 2022.
3、 Work done in protecting the legitimate rights and interests of public shareholders
1. Information disclosure of the company. The company has completed the information disclosure work truthfully, accurately, timely and completely in strict accordance with the relevant provisions of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange, the articles of association, the management measures for company information disclosure and other systems.
2. In implementing the protection of the legitimate rights and interests of public shareholders. The company strictly implements the provisions of laws and regulations such as the investor relations management system, the stock listing rules of Shenzhen Stock Exchange and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange, and earnestly manages the investor relations.
4、 Performance of each special committee of the board of directors
During the reporting period, the special committees of the board of directors performed their duties in accordance with the implementation rules, gave full play to their respective roles, and effectively improved the efficiency and correctness of the company’s decision-making. As a member of the strategy committee and the nomination and salary assessment committee, I participated in the meetings held by the above-mentioned special committees, deliberated on major matters of the company in accordance with the relevant requirements of the implementation rules of the special committees, and put forward the opinions of the special committee to the board of directors after reaching opinions. 1. Strategy Committee
The strategy committee held three meetings: on March 5, 2021, the meeting discussed and considered the 2021 annual business plan; On October 22, 2021, the meeting discussed and considered the proposal on formulating the company’s development plan for the 14th five year plan; On December 21, 2021, the meeting discussed and considered the proposal on investment plan in 2022. The strategy committee unanimously agreed to submit the above proposal to the board of directors of the company for deliberation.
During the reporting period, the strategy committee reviewed the company’s business plan for 2021. After research and deliberation, it is considered that the business plan is formulated according to the overall strategic layout of the company and its subsidiaries in 2021 and combined with the actual business situation of the company, and the plan is reasonable.
2. Nomination and salary assessment committee
The nomination and salary assessment committee held two meetings: on August 13, 2021, the meeting discussed and considered the proposal on changing the head of the company’s internal audit department; On December 21, 2021, the meeting discussed and considered the proposal on the company’s 2020 annual salary payment plan for senior leading cadres and the proposal on considering the company’s work plan for tenure system and contractual management of management members and supporting management measures. The nomination and salary assessment committee unanimously agreed to submit the above proposal to the board of directors of the company for deliberation.
During the reporting period, the nomination and salary assessment committee reviewed the salary of the company’s senior leading cadres and believed that the salary level of the company’s senior leading cadres during the reporting period was consistent with the company’s performance, enterprise scale and industry status.
5、 Field investigation
In March 2021, he went to Chengdu head office for on-site research, visited the production workshop, listened to the operation report, and conducted research and exchange with enterprise leaders.
6、 Training and learning
I actively participated in various trainings organized by the company, carefully studied the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the opinions of the State Council on further improving the quality of listed companies and other latest laws, regulations and relevant documents issued by the regulatory authorities, and strengthened my understanding and understanding of the corporate governance structure and the protection of the legitimate rights and interests of public investors, Improve the ability to safeguard the interests of the company and the legitimate rights and interests of shareholders.
7、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposed employment or dismissal of the accounting firm;
3. There are no independent external audit institutions and consulting institutions.
8、 Contact information
Name: Chu Kexin
mail box: [email protected].
Finally, I would like to express my respect and heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in the process of performing my duties.
independent director:
Chu Kexin
February, 2023
