Guanglian Aviation Industry Co.Ltd(300900)
2021 annual report of independent directors
(LV Shuping)
Shareholders (shareholder representatives):
As an independent director of Guanglian Aviation Industry Co.Ltd(300900) (hereinafter referred to as “the company”), I diligently and conscientiously participated in the board of directors of the company in strict accordance with the company law of the people’s Republic of China, the GEM Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the articles of association and the working system of independent directors, Carefully considered the proposals of the board of directors and the special committee of the board of directors, expressed independent and objective opinions on the relevant matters under consideration based on an independent position, committed to safeguarding the interests of all shareholders, especially minority shareholders, and earnestly fulfilled the responsibilities and obligations of independent directors. The report on the performance of independent directors in 2021 is as follows:
1、 Attendance at meetings
(I) board meeting
During my tenure in 2021, the company held 13 meetings of the board of directors, and I personally attended each meeting on time. During the meeting, I maintained full communication with the company’s management, strictly considered and voted on various proposals submitted by the board of directors, and supervised and guided the convening of the company’s board of directors meeting and the voting of proposals on site. In my opinion, the convening and holding of the board meeting of the company are legal and compliant, and the relevant approval procedures have been performed for major matters. Therefore, I voted in favour of all proposals at the board meeting in 2021.
(II) general meeting of shareholders
During the term of office in 2021, the company held six general meetings of shareholders. I attended all meetings on time and actively listened to the opinions and suggestions put forward by on-site shareholders, so as to better perform my duties as an independent director of the company and promote the standardized operation of the company.
2、 Independent opinions
During my tenure in 2021, I made 11 independent opinions, as follows:
(I) on January 22, 2021, at the 14th meeting of the second session of the board of directors, I made comments on the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company and the proposal on the remuneration scheme of the directors, supervisors and senior managers of the company in 2021
Independent opinions were expressed on the proposal on using part of the over raised funds to make actual contributions to the wholly-owned subsidiary and provide loans to invest in the construction of Xi’an aviation industry processing and manufacturing base project, the proposal on establishing a special account for raised funds and authorizing the chairman of the board to sign a supervision agreement for raised funds, and the proposal on using idle own funds for cash management.
(II) on April 20, 2021, at the 15th meeting of the second board of directors, I expressed my independent opinions on the proposal on using part of the over raised funds to replace the self raised funds of the investment projects invested with the over raised funds in advance.
(III) on April 23, 2021, at the 16th meeting of the second board of directors, I gave my prior approval opinions on the proposal on continuing to employ Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of the company’s 2021 annual financial report and internal control, and made comments on the company’s 2020 profit distribution plan, the company’s 2020 internal control self-evaluation report The special report on the deposit and actual use of the company’s raised funds in 2020, the proposal on continuing to hire Tianzhi International Certified Public Accountants (special general partnership) as the audit institution for the company’s financial report and internal control in 2021, the proposal on the change of the company’s accounting policies The proposal on the occupation of funds by controlling shareholders and other related parties and the company’s external guarantee in 2020 issued independent opinions.
(IV) on April 28, 2021, at the 17th meeting of the second board of directors, I expressed independent opinions on the proposal on the change of the company’s accounting policies.
(V) on May 27, 2021, at the 18th meeting of the second board of directors, I gave my prior approval opinions and independent opinions on the proposal on foreign investment and establishment of holding subsidiaries and related party transactions. (VI) on August 17, 2021, at the 20th meeting of the second board of directors, I made comments on the proposal on increasing the implementation subject and place of some raised investment projects and using the raised funds to make actual contributions to subsidiaries and provide loans to implement raised investment projects, the proposal on the company’s 2021 semi annual report and its summary The special report on the deposit and actual use of the company’s raised funds in the half year of 2021 issued independent opinions.
(VII) on September 30, 2021, at the 21st Meeting of the second board of directors, I gave my prior approval opinions and independent opinions on the proposal on providing guarantee for wholly-owned subsidiaries to apply for loans from banks.
(VIII) on November 10, 2021, at the 23rd Meeting of the second board of directors, I gave my prior approval opinions and independent opinions on the proposal on the controlling shareholder providing related party guarantee for the company.
(IX) on November 26, 2021, at the 24th Meeting of the second board of directors, I expressed independent opinions on the proposal on the proposed acquisition of 51% equity of Jingdezhen Hangsheng Aviation Machinery Co., Ltd.
(x) on December 4, 2021, at the 25th meeting of the second board of directors, I expressed independent opinions on the proposal on capital increase and share expansion of wholly-owned subsidiaries, introduction of investors and waiver of preemptive right of the company.
（11） On December 31, 2021, at the 26th meeting of the second board of directors, I expressed independent opinions on the proposal on Guanglian Aviation Industry Co.Ltd(300900) 2021 restricted stock incentive plan (Draft) and its summary.
3、 Work of professional committees of the board of directors
During my tenure in 2021, I served as chairman of the nomination committee and member of the strategy committee and audit committee. Each professional Committee deliberated all major matters of the company in strict accordance with relevant requirements, and put forward the opinions of the professional committee to the board of directors after reaching opinions.
During the meeting of the board of directors, I proposed to nominate the members of the board of directors and the rules of procedure of the board of directors, and strictly perform the relevant duties of the board of directors and the Committee in accordance with the rules of procedure.
As a member of the audit committee, I performed my duties in strict accordance with the relevant provisions of the articles of association, the rules of procedure of the board of directors and the rules of procedure of the audit committee of the board of directors, and deliberated and passed the proposal on the company’s employment of Tianzhi International Certified Public Accountants (special general partnership) as the audit institution of financial and internal control in 2022.
During the preparation and review of the company’s periodic report, the company has fully and effectively communicated with the company’s financial director and certified public accountants, carefully reviewed the audit opinions issued by the audit institution, and understood the audit work arrangement and progress of the annual report.
As a member of the strategy committee, I conducted timely strategic planning research in strict accordance with relevant laws and regulations, the articles of association, the working rules of the strategy committee of the board of directors and other relevant systems, and actively discussed the strategic layout in line with the development direction of the company according to the actual situation and market situation of the company. Studied the company’s long-term development strategy and major investment matters, and put forward suggestions for the company’s future strategic development.
4、 Site visit to the company
In 2021, I took advantage of the opportunity to attend the company’s meetings on site and other time to conduct on-site investigation of the company, or maintain close contact with other directors, senior managers and relevant staff of the company by telephone, so as to have an in-depth understanding of the company’s daily operation, and always pay attention to the impact of external environment and market changes on the company. At the same time, independent directors use their professional knowledge and experience to provide targeted suggestions on the management of the company.
5、 Other work done in protecting the rights and interests of investors
Pay attention to and urge the company to strengthen information disclosure in strict accordance with the requirements of laws, regulations and normative documents such as the Listing Rules of gem shares of Shenzhen Stock Exchange, so as to ensure the fairness, authenticity, accuracy, timeliness and integrity of the company’s information disclosure. At the same time, the company checked and supervised the management of raised funds, related party transactions, business development and other matters, and required the company to provide relevant materials in advance for careful review of major matters considered and decided by the board of directors, so as to exercise voting rights independently, objectively and prudently.
6、 Training and learning
Since I became an independent director of the company, I have paid attention to the study of relevant laws, regulations and normative documents of listed companies, actively participated in relevant training organized by the company in various ways, deepened my understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting the rights and interests of social public shareholders, and continuously improved my ability to perform my duties, Form the ideology of consciously protecting the shareholders’ rights and interests of the public, improve their ability to supervise the company’s operation, and provide better opinions and suggestions for the company’s scientific decision-making and risk prevention.
7、 Other working conditions
(I) no independent directors proposed to convene the board of directors;
(II) no independent director proposes to hire or dismiss an accounting firm;
(III) there is no external audit institution or consulting institution employed by independent directors.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, give advice and suggestions for the development of the company, use my professional knowledge and experience to provide constructive suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, and promote the bigger, stronger, sustainable and healthy development of the company. It is hereby reported.
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independent director:
LV Shuping March 18, 2022
