Beijing North Star Company Limited(601588)
Report on the work of independent directors in 2021
Beijing North Star Company Limited(601588) (hereinafter referred to as “the company”) as an a + H listed company listed in Hong Kong and Shanghai, all aspects of corporate governance comply with the supervision of laws and regulations at home and abroad. As independent directors of the company, in 2021, we also earnestly fulfilled the responsibilities and obligations of independent directors in strict accordance with the company law, the securities law, the guiding opinions on the establishment of independent director system by listed companies, the Listing Rules of Hong Kong Stock Exchange and other domestic and foreign laws and regulations, as well as the articles of association, working system of independent directors, working system of annual report of independent directors and other relevant provisions, Actively attended relevant meetings, fully understood the company’s overall operation and management, standardized operation, information disclosure and other information, issued relevant independent opinions, played the role of independent directors, and 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
(I) work experience, professional background and part-time work
1. Basic information of current independent directors
Dr. Zhou Yongjian, 71, is a recognized practicing lawyer in Hong Kong and England and Wales. He has been a practicing lawyer in Hong Kong for more than 40 years. He has served as the chairman of the board of directors of the Hong Kong Jockey Club, the chairman of the procedural review committee of the Hong Kong Financial reporting Bureau, the chairman of the procedural review committee of the Hong Kong Securities and Futures Commission and the president of the Hong Kong law society. He is now a senior consultant and global chairman of Guantao law firm (Hong Kong) Member of the National Committee of the Chinese people’s Political Consultative Conference, a notary appointed by the Chinese Ministry of justice, an arbitrator of the South China International Economic and Trade Arbitration Commission (Shenzhen International Arbitration Court), vice chairman of the Council of the Hong Kong Academy for performing arts, member of the Exchange Fund Advisory Committee of the Hong Kong Monetary Authority and Its Governance Committee, member of the investment committee and member of the advisory organization of part 10a of the Arbitration Ordinance (Chapter 609). Dr. Zhou was awarded the justice of the peace and Silver Bauhinia Star by the government of the Hong Kong Special Administrative Region in 1998 and 2003 respectively, and was honored as an honorary academician of the Hong Kong Institute of education in 2010, an honorary academician of King’s College London in 2013 and an honorary doctor by the Open University of Hong Kong in 2018. Dr. Zhou has extensive experience in corporate law and securities affairs. Dr. Zhou was elected as an independent non-executive director of the company in May 2021.
Mr. Gan Peizhong, aged 65, graduated from the law department of Peking University with a doctor of law. He was once a professor and doctoral supervisor of the school of law of Peking University. He is currently the president of China Business Law Research Association, vice president of Securities Law Research Association of China law society, legal adviser of Liaoning Provincial People’s government, executive director of Economic Law Research Association of China law society, advisory member of the Supreme People’s court, member of the case guidance expert committee of the supreme people’s court, and advisory member of the Executive Board of the Supreme People’s court. Mr. GaN has rich experience in the fields of economic law, enterprise law, company law and securities law. Mr. Gan was elected as an independent non-executive director of the company in May 2021.
Mr. Chen deqiu, 40, graduated from the Business School of Nankai University with a doctorate in corporate governance. He is now the executive dean of the school of international business of the University of international business and economics, Professor of accounting and corporate governance and doctoral supervisor. He also serves as vice president of China Society of foreign economic relations and trade accounting, member of the foreign academic exchange professional committee of China Accounting Society, member of the financial management professional committee of China Management Modernization Research Association, and member of the corporate governance professional committee of China Management Modernization Research Association. Mr. Chen is in the company
Rich experience in governance, financial management and audit. Mr. Chen was elected as an independent non-executive director of the company in May 2021.
Up to now, the part-time work of current independent directors in other units is as follows:
Part time order name part-time company part-time position relationship with the company
Senior Consultant of Guantao law firm (Hong Kong), no global Chairman
S.F.Holding Co.Ltd(002352) independent directors none
Zhou Yongjian, independent director of Hong Kong Railway Co., Ltd. none
Independent director of Xinxing shoes Group Co., Ltd. none
Independent director of Ping An Health Medical Technology Co., Ltd. none
None of the independent directors of financial all in one account
Gan Peizhong Suzhou Douson Drilling&Production Equipment Co.Ltd(603800) independent director none Gansu Jinhui Liquor Co.Ltd(603919) independent director none
Chen deqiu, Dean and professor of International Business School of University of international business and economics no China Publishing & Media Holdings Co.Ltd(601949) independent director no
2. Basic information of outgoing independent directors
Mr. Fu Yaowen, 66, graduated from the University of Pennsylvania. Mr. Fu has successively served in Haowei securities, peregrine group, weigaoda securities, UBS New York, baring securities and CCB international securities in Hong Kong, and served as the chairman of the board of directors of Huiying Holdings Limited in March 2018. Mr. Fu has rich experience in financial management and securities business. Mr. Fu retired as an independent non-executive director of the company at the expiration of May 2021.
Mr. Wu Ge, 54, graduated from Nanjing Normal University, Nankai University and University of foreign trade and economic cooperation successively. He has a Bachelor of science, a master of accounting and a doctor of economics. He is now a professor and doctoral supervisor of the Department of accounting of the International Business School of the University of foreign trade and economic cooperation. He was once the executive director of the fourth council of China Financial Accounting Society and the sixth and Seventh Council of the financial cost branch of China Accounting Society. Mr. Wu has rich experience in financial management, corporate accounting practice, cost management and international accounting. Mr. Wu retired as an independent non-executive director of the company upon expiration in May 2021.
(II) description of independence
As an independent director of the company, through self-examination, we meet the independence requirements of relevant domestic and foreign laws and regulations such as the guiding opinions on the establishment of independent director system in listed companies issued by China Securities Regulatory Commission, and there is no situation affecting our independence. 2、 Performance of independent directors in 2021
(I) participation in the board of directors and the general meeting of shareholders
In 2021, the company held 37 meetings of the board of directors and 1 general meeting of shareholders. The relevant meeting materials of the company were carefully prepared and transmitted in time, which effectively cooperated with our work.
As independent directors, we have given full play to our respective professional roles in a diligent and responsible manner, focusing on matters closely related to the interests of small and medium-sized investors, such as the company’s regular reports, foreign investment, related party transactions, internal control, changes in directors and supervisors, directors’ remuneration, cash dividends and so on. Before the meeting of the board of directors, we conducted objective and prudent thinking on the proposals submitted for deliberation, and inquired with the company when necessary, so that the company can actively cooperate and respond in a timely manner. During the meeting, we were able to fully discuss the matters under consideration with other directors, put forward reasonable suggestions to the company with our accumulated professional knowledge and work experience, and express relevant opinions according to the scope of responsibilities of independent directors and professional committees.
(II) participation in special committees of the board of directors
In 2021, as the convener or main member of each special committee of the board of directors of the company, we organized and participated in the meetings of each special committee in accordance with relevant regulations
Discussion. Among them, the audit committee of the board of directors held 4 meetings, the nomination committee held 3 meetings, the strategy committee held 2 meetings, the remuneration and assessment committee and the legal compliance committee held 1 meeting respectively, which mainly considered and verified the company’s periodic report, guarantee authorization, provision for asset impairment, payroll budget scheme, recommendation of directors and senior managers, etc.
3、 Key matters concerned in the annual performance of independent directors
In 2021, in accordance with the relevant laws and regulations, the articles of association and the provisions on the performance requirements of independent directors in various systems, we focused on and reviewed the major matters of the company, and actively made suggestions to the board of directors and special committees, which played an important role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
The company shall perform the decision-making and disclosure procedures of related party transactions in accordance with relevant laws and regulations at home and abroad and the articles of association. The related party transactions between the company and the controlling shareholders include land leasing necessary for production and operation, trademark and logo licensing, office space leasing and shareholder loans. These related party transactions have no impact on the independence of the company and are reviewed and disclosed according to law. In 2021, there was no case that the controlling shareholders illegally occupied the company’s funds and infringed on the rights and interests of minority shareholders.
(II) external guarantee and fund occupation
In accordance with the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, we have examined the external guarantees and the occupation of funds of the company, and believe that the company can strictly abide by the provisions of the articles of association and relevant laws and regulations, and earnestly fulfill the obligation to disclose the external guarantees, It can control the risk of external guarantee, and has not found any damage to the rights and interests of the company’s shareholders, especially small and medium-sized shareholders; The company does not have any related parties occupying the company’s funds in violation of regulations.
(III) use of raised funds
During the reporting period, the company obtained the approval for the issuance of corporate bonds of RMB 3 billion issued by the China Securities Regulatory Commission, and successively issued two issues of bonds, with the amount of RMB 319 million and RMB 1.339 billion respectively, which were used to repay the principal and interest of corporate bonds due. As of the reporting date, the above raised funds had been used up.
(IV) adjustment and remuneration of directors and senior managers
During the reporting period, we reviewed the remuneration of the company’s directors and senior managers and found that the remuneration of the company’s directors and senior managers in 2021 met the provisions of relevant laws and regulations and the actual situation of the company.
（5） Appointment or replacement of accounting firms
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant provisions, as independent directors of the company, we believe that PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) and PricewaterhouseCoopers LLP performed their duties rigorously, objectively, fairly and independently in the annual audit of the company, reflecting good professional standards and professional ethics, The company agrees to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) and PricewaterhouseCoopers as domestic and international auditors of the company.
(VI) cash dividends and other investor returns
During the reporting period, the company paid cash dividends to shareholders in accordance with the profit distribution policy stipulated in the articles of association and the shareholders’ dividend return plan (20182020) and the annual profit distribution plan deliberated and approved by the general meeting of shareholders, which can give shareholders a reasonable return on investment, and there is no damage to the interests of the company or minority shareholders.
(VII) performance of commitments of the company and shareholders
As an independent director, we have paid close attention to the performance of the company’s and shareholders’ commitments for a long time. Through the verification and understanding of relevant situations, we believe that the company and its controlling shareholders can actively fulfill the commitments they have made, and there is no breach of commitments. In the future, we will continue to do a good job in relevant supervision and safeguard the legitimate rights and interests of the company and minority shareholders.
(VIII) implementation of information disclosure
In 2021, we continued to strengthen the audit and supervision of the company’s information disclosure. During the reporting period, the company disclosed major matters in a timely manner in accordance with the resolutions of the board of directors, the board of supervisors and the general meeting of shareholders. According to statistics, the company disclosed 96 A shares and 134 H shares in regular and temporary announcements throughout the year. For the disclosure of major matters, we put forward relevant suggestions to the company for the contents that need to be disclosed during the deliberation of the board of directors; For the disclosure of periodic reports, we closely follow the preparation of the annual report and the annual audit process of Accountants in accordance with the working system for annual reports of independent directors and other relevant regulations, timely communicate with the company and Accountants on audit opinions and key points in the audit process, and strictly review the contents of the annual report from the perspective of finance, law and other professionals.
(IX) implementation of internal control
During the reporting period, the company continued to carry out self-evaluation and audit of internal control. As an independent director, we timely understand the progress of the company’s internal control implementation deployment, rectification implementation, self-evaluation and other stages, take the audit committee as the main supervision organization, and as a member of the audit committee, put forward constructive opinions and suggestions to the company by listening to the relevant reports of the company’s audit department and professional audit institutions, so as to guide the company to continuously improve and improve the working methods and ways of internal control. (x) operation of the board of directors and its subordinate special committees
The board of directors of the company has five special committees, including strategy committee, audit committee, remuneration and assessment committee, nomination committee and legal compliance committee. In 2021, the board of directors of the company and its subordinate special committees, in accordance with the provisions of the articles of association, the rules of procedure of the board of directors and the rules of procedure of various professional committees, held regular meetings and put forward professional opinions to the board of directors on relevant matters. 4、 Overall evaluation and recommendations
In 2021, the operation and management of the company will be carried out in an orderly manner. In all aspects of corporate governance, such as system construction, three sessions operation, internal control, information disclosure and cash dividends, the company will operate in accordance with relevant laws and regulations at home and abroad. As an independent director of the company, we perform our duties independently based on the basic principle of safeguarding the interests of the company and minority shareholders, and play our due role in the continuous improvement of corporate governance.
In 2022, as an independent director of the company, we will continue to adhere to the working principles of prudence, diligence and loyalty
