Sichuan Chengfei Integration Technology Corp.Ltd(002190)
2021 annual report of independent directors
(Jiang Nan)
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 6 0 0 No 2 2
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 the convener of the audit committee and a member of the risk control and rule of Law Committee, I participated in the meetings of 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 professional committee to the board of directors after reaching opinions.
1. Audit Committee
During the reporting period, the audit committee held four meetings: one meeting in the first quarter, considered the audit work report for the fourth quarter of 2020 and the audit work plan for the first quarter of 2021, the inspection report on relevant matters in 2020, the rectification report on problems found in compliance audit and risk control supervision and evaluation, and the special audit report on material procurement; A meeting was held in the second quarter to review the first quarter audit work report and second quarter plan, the summary report of internal audit work in the 13th five year plan and 2020, and the communication letter between the annual audit institution and the management; A meeting was held in the third quarter to review the audit report and plan for the second quarter of 2021, the special inspection report on connected transactions, transactions and cash flows in the first half of the year, and the replacement of audit institutions in 2021; A meeting was held in the fourth quarter to review the third quarter audit report and fourth quarter audit plan of 2021, the management audit report on Xindu Branch and the special audit report on the gross profit margin of composite tooling.
During the audit of the annual report, the audit committee negotiated with the audit institution to determine the audit schedule of the annual financial report, reviewed the company’s financial statements and formed written opinions; Supervise and urge the progress of the audit work, maintain contact and communication with the annual audit accountant, timely exchange opinions on the problems found in the audit process, and ensure the independence of the audit and the completion of the audit work on schedule.
2. Risk control and rule of Law Committee
During the reporting period, the risk control and rule of Law Committee held four meetings: on March 15, 2021, the meeting discussed and considered the internal control self-evaluation report and the work report on the internal control system of central enterprises; On August 13, 2021, the meeting discussed and considered the risk and internal control manual and the continuous risk assessment report on deposits and loans associated with AVIC Finance Co., Ltd; On September 17, 2021, the meeting discussed and reviewed the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, regulations on compliance management and rules of procedure of the board of supervisors; On December 9, 2021, the meeting discussed and considered the summary report on the rule of law work in 2021 and the compliance management report in 2021.
The risk control and rule of Law Committee unanimously agreed to submit the above proposal to the board of directors of the company for deliberation.
5、 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.
6、 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.
7、 Contact information
Name: Jiang Nan
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:
Jiang Nan
February, 2023
