2021 annual report of independent directors
In accordance with the provisions of the company law, the board of directors and the relevant regulations of the securities law, we have carefully deliberated the proposals of the board of directors and the shareholders’ meeting, and have been responsible for them in strict accordance with the provisions of the company law and the relevant regulations of the Securities Law Fair and independent opinions have better played the role of independent directors and safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. After discussion and summary by all independent directors, the performance of duties of independent directors in 2021 is reported as follows: I. Basic information of current independent directors
The sixth board of directors of the company has three independent directors, namely Tang Yunwei, Lu Jian and Wang Ling. The basic information of the above personnel is as follows:
Tang Yunwei: once worked in Shanghai University of Finance and economics. He has successively held the posts of lecturer, associate professor, assistant to the president, Professor, vice president and president. He has been honored as an honorary member of the British Institute of certified public accountants, an outstanding international visiting professor of the American Accounting Society and an honorary academician of Lingnan University in Hong Kong. He once served as a member of the China Accounting Standards Committee, the Audit Standards Committee of the Ministry of finance, the president of Shanghai Accounting Society and the listing member of Shanghai Stock Exchange. He received a doctorate in accounting from Shanghai University of Finance and economics and is the founder of China accounting professors Association. He also serves as an independent director of Ping An Health Medical Technology Co., Ltd. Universal Scientific Industrial(Shanghai)Co.Ltd(601231) , Lujin holding company (a listed company in the United States).
Lu Jian: currently the chairman of Long Yuan Construction Group Co.Ltd(600491) board of supervisors; He used to be a cadre and teacher of Shanghai University of Finance and Economics (now Shanghai University of Finance and Economics), deputy manager and general manager of Finance Department of Cosco Real Estate Group Co., Ltd., and Long Yuan Construction Group Co.Ltd(600491) chief financial officer.
Wang Ling: currently professor and doctoral advisor of China University of political science and law, Patent Strategy Research Institute of China University of political science and law
Director of the research center, secretary general and executive director of the Special Committee on technological innovation and Entrepreneurship of China Society of technology and Economics
Director, researcher of China enterprise growth and economic security research center, Tsinghua University.
2、 Annual performance of independent directors
1. Attendance at the board of directors and shareholders’ meeting
The attendance of independent directors at the board of directors and shareholders’ meeting in 2021 is as follows:
Participation in the board of directors name of shareholders participating in the board of independent directors this year should attend in person and entrust absent shareholders to attend the board of directors by means of communication
Tang Yun is 13 13 3 0 4
Lu Jian 13 3 0 0 4
Wang Ling 13 3 0 0 4
The attendance of independent directors at the special committee of the board of directors in 2021 is as follows:
Special audit committee of the board of directors Nomination Committee strategy committee remuneration and assessment committee
Independent director Tang Yun is 4 3 2
Name: Lu Jian 4 3 2
Wang Ling / 3 2
Note: “/” means that you are not a member of the Committee and do not need to attend the meeting.
2. On site investigation and the company’s cooperation with independent directors
In 2021, the independent directors paid close attention to the operation, management and financial situation of the company,
Timely listen to the report of the company’s management on the operation and the progress of major events, and report to the public
The company conducted on-site investigation to understand the current situation of enterprise development and the implementation of the 14th five year plan
Implementation of the plan. Through reading the company’s documents and information, timely obtain the progress of major matters of the company
The exhibition, master the company’s business dynamics, and carefully review, supervise and verify the periodic reports
Performance of directors and senior executives. The company submitted relevant documents and materials to the independent directors in time,
Arrange field research and provide services for independent directors to perform their duties.
3、 Key matters concerned in the annual performance of independent directors
（1） Related party transactions
Independent opinions of independent directors on the company’s daily connected transactions in 2021: the company’s daily connected transactions in 2021 follow the market-oriented principle, the transaction price is based on the market price, and the connected transactions are fair, fair and open. The company’s daily connected transactions in 2021 comply with the provisions of relevant laws and regulations and do not harm the interests of the company’s shareholders, especially the interests of minority shareholders.
（2） External guarantee and fund occupation
According to the relevant provisions of the CSRC, the independent directors carefully checked the capital transactions and external guarantees between the company and related parties as of December 31, 2021, and believed that the company strictly complied with the relevant provisions, there was no non operational occupation of funds by controlling shareholders and other related parties, there was no illegal external guarantee, and the risk of external guarantee was reasonably controlled, Effectively protect the legitimate rights and interests of the majority of shareholders.
（3） Nomination and remuneration of senior management
During the reporting period, the company completed the appointment of deputy general manager, chief financial officer and general counsel. When considering the proposal on the appointment of senior managers, independent directors expressed independent opinions on the nomination procedures and qualifications of newly appointed senior managers.
The company comprehensively considered the actual situation and operating results of production, operation and management in 2021, and took this as the reference basis to determine the salary amount of senior managers. The salary decision-making procedure was in line with the provisions of relevant laws and regulations and the articles of association, and there was no harm to the interests of shareholders. The independent directors agreed to the salary of senior managers of the company.
（4） Performance forecast and performance express
During the reporting period, according to the relevant regulations of the regulatory authorities, the company issued the pre increase announcement of performance in the first quarter of 2021, the first half of 2021, the first three quarters of 2021 and 2021. There is no significant difference between the financial data disclosed in the pre increase announcement and the financial data actually disclosed by the company.
（5） Appointment or replacement of accounting firms
As the company’s audit institution and internal control audit institution in 2021, Tianzhi International Certified Public Accountants (special general partnership) (hereinafter referred to as “Tianzhi international”) adhered to the principle of independent audit, diligently and dutifully, fairly expressed audit opinions, objectively, fairly and accurately reflected the company’s financial statements and internal control, and earnestly fulfilled the responsibilities of the audit institution, The legal rights and interests of the company and its shareholders have been safeguarded from a professional perspective.
Since Tianzhi international has provided audit services for the company for many consecutive years, in order to maintain the independence of the company’s audit work, the company plans not to hire Tianzhi international as the audit institution in 2022, and has communicated with Tianzhi international in advance on the non renewal of employment and related matters. Zhongshen Zhonghuan certified public accountants has the practice certificate of accounting firm and the qualification of securities and futures business, has the experience and ability to provide audit services for listed companies, can provide fair, fair and independent audit services for the company, meet the requirements of the company’s audit work in 2022, and there is no damage to the interests of the company and shareholders. We agree to appoint Zhongshen Zhonghuan certified public accountants as the audit institution of the company in 2022.
（6） Cash dividends and other investor returns
In accordance with the relevant provisions of the securities law, the notice on further implementing the matters related to cash dividends of listed companies, the guidelines on cash dividends of listed companies on Shanghai Stock Exchange and the articles of association, the independent directors carefully reviewed the proposal on the company’s profit distribution plan in 2021 and believed that the cash dividend level of the distribution plan was reasonable and could take into account the reasonable return of investors and the sustainable development of the company, It meets the long-term development needs of the company and the long-term interests of all shareholders, including minority shareholders, and there is no situation that damages the interests of minority shareholders.
（7） Performance of commitments of the company and shareholders
As the actual controller and controlling shareholder of the company, China National Building Materials Group Co., Ltd. and China National Building Materials Co., Ltd. made the commitment on avoiding horizontal competition with China Jushi Co.Ltd(600176) enterprises in December 2017 in order to avoid and eliminate the horizontal competition of subordinate enterprises related to glass fiber and its products business, Among them, the commitment is: “… For the horizontal competition between China National Building Materials Group and China National Material Group Co., Ltd. before the reorganization and the horizontal competition between China National Building Materials Group and China Jushi Co.Ltd(600176) (if any) caused by the aforesaid reorganization , China Building Materials Group will, within three years from the date of issuance of this commitment, strive to use a shorter time, in accordance with the requirements of relevant securities regulatory authorities, under the premise of applicable laws and regulations and relevant regulatory rules, and in line with the principle of being conducive to the development of China guojushi and safeguarding the interests of shareholders, especially the interests of small and medium-sized shareholders, and comprehensively use various methods such as entrusted management, asset restructuring, equity replacement and business adjustment, Steadily promote relevant business integration to solve the problem of horizontal competition… “.
We understand that since making the above commitments, China Building Materials Group and China Building Materials Co., Ltd. have been committed to fulfilling the above commitments, actively communicating with relevant parties, and seeking feasible solutions that will not infringe or affect the independence of listed companies, but also maximize the interests of public shareholders of two A-share listed companies ( China Jushi Co.Ltd(600176) and Sinoma Science & Technology Co.Ltd(002080) ), so as to solve the problem of horizontal competition. To this end, China Building Materials Group and China Building Materials Co., Ltd. coordinate the two A-share listed companies to plan major asset restructuring. The proposed transaction scheme is that the two A-share listed companies purchase all or part of the equity of Taishan Glass Fiber Co., Ltd. and Jiangsu Lianyungang Port Co.Ltd(601008) Zhongfu Lianzhong Composite Material Group Co., Ltd. by paying cash, asset replacement, stock exchange and other ways. The trading of the two A-share listed companies was suspended from the opening of the market on December 2, 2020. During the suspension period, although China Building Materials Group and China Building Materials Co., Ltd. have actively called on the trading parties for repeated consultation and discussion, the trading parties still failed to reach an agreement on the core terms of the proposed trading scheme. After careful study, the two A-share listed companies decided to terminate the proposed transaction on December 15, 2020 The commitments made by China Building Materials Co., Ltd. failed to be fulfilled as expected China Jushi Co.Ltd(600176) the general meeting of shareholders deliberated and approved the postponement of China Building Materials Group and China Building Materials Co., Ltd. to fulfill their commitments on horizontal competition. Except for the change of the commitment period, other commitments remain unchanged. The above arrangements are conducive to the development of listed companies and protect the interests of public shareholders.
We believe that the controlling shareholder China Building Materials Co., Ltd. and the actual controller China Building Materials Group extend the commitment performance period this time, which is based on the current actual situation, which will help it further effectively solve the horizontal competition with the company. The relevant decision-making procedures comply with the provisions of the guidelines for the supervision of listed companies No. 4 – commitments and performance of actual controllers, shareholders, affiliates, acquirers and listed companies of listed companies, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
（8） Implementation of information disclosure
In 2021, independent directors continued to pay attention to the company’s information disclosure and urged the company to disclose information in strict accordance with the requirements of China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory bodies and the relevant provisions of the company’s information disclosure management measures. We believe that the company can standardize the information disclosure in accordance with relevant regulations, ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information, and effectively safeguard the legitimate rights and interests of the company’s shareholders.
（9） Implementation of internal control
During the reporting period, the company has established a relatively perfect internal control system, which meets the requirements of relevant laws and regulations, meets the needs of the company’s development, and can effectively prevent various risks in the process of the company’s operation. The company’s internal control system basically covers all aspects and links of the company’s production, operation and management, and can be effectively implemented. At present, the company has not found any major defects in the design or implementation of internal control.
（10） Operation of the board of directors and its subordinate special committees
In 2021, the board of directors of the company convened the meeting of the board of directors in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the articles of association and the rules of procedure of the board of directors. The directors of the company attended the meeting on time, performed their duties and obligations diligently, carefully reviewed various proposals and made corresponding decisions scientifically and reasonably, which provided a guarantee for the sustainable development of the company’s operation.
The board of directors of the company has a nomination committee, a strategy committee, a remuneration and assessment committee and an audit committee. In 2021, all special committees carried out various work seriously, gave full play to their professional functions and made contributions to the decision-making of major matters, corporate governance and standardized operation of the company.
（11） Other matters that the independent directors think the listed company needs to improve
The company operates in accordance with relevant laws and regulations and the regulatory requirements of listed companies. At present, there are no other matters that need to be improved.
4、 Overall evaluation and recommendations
In 2021, the independent directors of the company can conscientiously perform their duties and obligations of integrity and diligence specified in relevant laws and regulations, the articles of association and the working system of independent directors, actively participate in the meetings of the general meeting of shareholders, the board of directors and various special committees of the company, pay special attention to the legitimate rights and interests of minority shareholders in the decision-making process, and can
