Avic Heavy Machinery Co.Ltd(600765) 2021 work report of independent directors
In 2021, based on the prevention and control of covid-19 epidemic, the incumbent independent directors of the company strictly abided by the company law, the articles of association and other relevant provisions, overcame difficulties, conscientiously, dutifully, prudently and diligently exercised the rights conferred by the company, earnestly performed the duties of independent directors, and attended the relevant meetings of the company in 2021, Expressed independent opinions on the relevant proposals of the board of directors. The report on the work of 2021 is as follows:
1、 Basic information of independent directors
Yu Ge Gang, male, born in July 1956, has a bachelor’s degree and a bachelor’s degree in hydraulic transmission and control from Shenyang University of technology, and a graduate and master’s degree in mechanics from the General Academy of Mechanical Sciences. He started working in 1982 and served as a technician, engineer, senior engineer, office director, deputy director of the research center of Beijing Institute of mechanical industry automation, researcher, project manager and head of the marketing department of the General Research Institute of Mechanical Sciences, deputy general manager and chief engineer of the mechanical science development technology Co., Ltd., deputy chief engineer and Minister of scientific and technological development of the General Research Institute of Mechanical Sciences Vice president of Haixi branch. From March 2017 to now, he has served as Avic Heavy Machinery Co.Ltd(600765) independent director and Vick hydraulic independent director. Li Ping, female, born in June 1972, is an undergraduate and graduate student majoring in Applied Mathematics of Hubei University and a doctor majoring in probability and statistics of the Chinese Academy of Sciences. He joined the work in 2000. He once served as a postdoctoral fellow of the Chinese Academy of Sciences, a visiting scholar of Columbia University and Princeton University, an assistant to the director of the Housing Administration Bureau of Haidian District, Beijing, a deputy general manager of the financial management department of capital group and a deputy director of the financial office of Daxing District, Beijing. He is now a professor and doctoral director of the school of economics and management of Beijing University of Aeronautics and Astronautics and a “Chutian scholar” in Hubei Province. He has presided over and completed a number of NSFC and aviation science foundation, and published more than 60 papers in academic journals at home and abroad. From March 2017 to now, he has served as Avic Heavy Machinery Co.Ltd(600765) independent director.
Cao Bin, male, born in March 1963, graduated from the school of Business Administration of Renmin University of China in 1985 with a bachelor’s degree in economics; In 2000, he obtained a master of law from the school of law of Xiangtan University; In 2002, he obtained a doctor of management from the Business School of Central South University. He has successively served as the business manager of Hunan Branch of China Metallurgical Import and Export Corporation, the deputy manager of Hong Kong Minxiang international trade freight company, the chairman and general manager of Hunan Changsha Tianying trading company, the vice chairman of Beijing Xindi Electric Appliance Co., Ltd., the vice chairman of Hunan Jinhuan metal products Co., Ltd Independent directors of Zhuhai nonferrous Xinguang Group Co., Ltd. and Guizhou Liyuan Hydraulic Co., Ltd. He is now the director and founding partner of Beijing Jinglun law firm. From April 2019 to now, he has served as Avic Heavy Machinery Co.Ltd(600765) independent director.
Qiu Hongsheng, male, born in February 1965, Bachelor of automatic control from Harbin University of technology and master of management engineering from the school of management of Harbin University of technology. He joined the work in 1989 and once served as an engineer of 710 Institute of the Ministry of aerospace industry, project manager, department general manager, business director and deputy general manager of China financial accounting consulting company. From 2010 to now, he has served as executive director and general manager of Zhonghua Financial Consulting Co., Ltd. Grinm Advanced Materials Co.Ltd(600206) independent director and Henan Kedi dairy independent director. From May 2013 to September 2021, he served as Avic Heavy Machinery Co.Ltd(600765) independent director. He is no longer an independent director of the company.
All independent directors and their immediate family members do not hold shares of the company, have no relationship with the company or its controlling shareholders, have not been punished by the CSRC and other relevant departments and the stock exchange, and there is no situation affecting their independence.
2、 Annual performance of independent directors
1. Participation in the board of directors and general meeting of shareholders
In 2021, the company held 10 board meetings and 3 general meetings of shareholders. The incumbent independent directors earnestly participated in the board of directors and shareholders’ meeting of the company and fulfilled the duty of diligence of independent directors. In 2021, the current independent directors attended the board meeting as follows:
This year, the independent directors of the shareholders who should attend the meeting with the corresponding party personally entrust whether they are absent for two consecutive times
Plus the name of the meeting attended by the board of directors, the number of seats, the number of seats, and the number of times of attending the meeting in person
Number of times
Yu Gegang 10 103 00 No 2
Li Ping 10 10 3 0 0 0 No 2
Cao Bin 10 10 3 0 0 0 No 1
Qiu Hongsheng 7 7 2 0 0 0 No 0
2. The company’s cooperation with independent directors
In 2021, the chairman, general manager and chief financial officer of the company maintained regular communication with the independent directors, so that the independent directors could timely understand the production and operation dynamics of the company and obtain sufficient information to enable them to make independent judgments. At the same time, before the board of directors and related meetings, the company carefully organized and prepared meeting materials, timely and accurately transmitted information, provided convenient conditions for the work of independent directors, and actively and effectively cooperated with the work of independent directors.
3. Research carried out by independent directors during the reporting period
In 2021, the independent directors of the company carried out in-depth research on the subordinate enterprises of the company, such as Jinghang, Hongyuan, special materials and Anji, and put forward suggestions and opinions on the follow-up development of relevant subordinate enterprises on the basis of carefully listening to the report of the company’s management and getting familiar with the company’s operation through data review and access.
3、 Key matters concerned in the annual performance of independent directors
During the reporting period, the incumbent independent directors conscientiously performed their duties in accordance with the working system of independent directors formulated by the company, voted on the resolutions of the board of directors in 2021, expressed prior approval and independent opinions on the daily connected transactions of the company, and expressed independent opinions on the connected transactions, non-public offering and other matters of the company.
(I) related party transactions
On January 15, 2021, the company held the 16th interim meeting of the sixth board of directors. The incumbent independent directors reviewed the company’s plan to increase capital and related party transactions to aviation industry Anji precision casting company through public delisting, and expressed their agreed independent opinions; On March 10, 2021, the company held the 17th meeting of the sixth board of directors. The incumbent independent directors reviewed the implementation of the company’s daily connected transactions in 2020 and the expected daily connected transactions in 2021, and signed the financial service agreement and connected transactions with AVIC Finance Co., Ltd., and expressed their agreed independent opinions; On December 21, 2021, the company held the 21st interim meeting of the sixth board of directors. The incumbent independent directors reviewed the company’s capital increase and related party transactions in the same proportion to the holding subsidiary AVIC special materials industry (Xi’an) Co., Ltd., and expressed their agreed independent opinions.
(II) non public offering of shares
On March 19, 2021, the company held the 18th interim meeting of the sixth board of directors. The incumbent independent directors strictly reviewed the company’s revision of the company’s non-public offering of A-Shares and expressed their agreed independent opinions.
(III) implementation of information disclosure
Independent directors shall effectively supervise and verify the timely disclosure of specified information and effectively safeguard the legitimate rights and interests of investors and public shareholders. In 2021, the company was able to truly, timely, accurately and completely fulfill the obligation of information disclosure in strict accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the management system of information disclosure.
(IV) implementation of internal control
In 2021, according to the basic norms of enterprise internal control jointly issued by the Ministry of finance, CSRC and other departments and the guidelines on internal control of listed companies of Shanghai Stock Exchange, the company continued to deepen and improve the construction of internal control system, establish and improve internal control system, and strengthen the implementation, implementation and supervision of internal control system in combination with the actual business needs. The company’s internal control complies with the relevant laws and regulations of China and the requirements of the securities regulatory authorities, and there are no major defects.
(V) operation of the board of directors and its subordinate special committees
The board of directors of the company has five special committees: strategy and investment, budget management, audit and risk control, remuneration and assessment and Nomination Committee. In 2021, the special committees actively carried out their work, and the independent directors conscientiously performed their duties, which played a positive role in the standardized operation of the company and the scientific decision-making of the board of directors.
In April 2021, the members of the budget management committee reviewed the company’s 2020 financial budget plan and 2020 business plan, earnestly performed their duties, put forward professional opinions on the company’s 2020 financial budget and 2020 business plan, and submitted the reviewed financial budget plan and business plan to the board of directors for deliberation.
The audit and risk control committee earnestly performed its duties and conducted comprehensive and detailed communication with the accounting firm on the relevant situation of the company before the 2020 annual report; Put forward professional opinions on the 2020 financial report prepared by the company; Communicated with the accounting firm appointed by the company and issued a written review opinion on the financial statements of 2020, which played a supervisory role of the audit committee.
4、 Overall evaluation and recommendations
The independent directors in office in 2021 can faithfully, diligently and conscientiously perform their duties, promote the standardized operation of the company and ensure the fairness and effectiveness of the decision-making of the board of directors. All independent directors can keep learning relevant laws and regulations, continuously improve the awareness of protecting the shareholders’ rights and interests of the public, effectively supervise the behavior of controlling shareholders, and safeguard the overall interests of the company and its shareholders, especially the legitimate rights and interests of minority shareholders.
In 2022, all independent directors will continue to perform various duties of independent directors in accordance with laws and regulations, including participating in the work of various committees, continuing to play the role of communication and supervision, ensuring that the development will continue to make efforts to go deep into grass-roots enterprises for investigation and research, and strive to put forward high-level investigation opinions and suggestions; Continue to give full play to the objectivity, independence and impartiality of independent directors, good professional ethics and high professional level and ability, so as to contribute to the sustainable and healthy development of the company.
Independent directors: Yu Gegang, Li Ping, Cao Bin March 14, 2022
