Maanshan Iron & Steel Company Limited(600808)
2021 annual report of independent directors
As an independent director of Maanshan Iron & Steel Company Limited(600808) (“the company” or “the company”), we always strictly abide by the company law, the securities law and other relevant laws and regulations, as well as the articles of association and other relevant provisions, actively attend the previous meetings of the board of directors and the general meeting of shareholders, carefully review the proposals of the board of directors and the general meeting of shareholders, express independent opinions on relevant matters, and diligently perform the duties of independent directors, Exercise the rights of independent directors and actively safeguard the legitimate interests of the company and its shareholders, especially the public shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information
1. Ms. Zhang Chunxia: Professor level senior engineer. He graduated from Taiyuan Institute of Technology (now Taiyuan University of Technology) with a bachelor’s degree in engineering in 1983, from Dalian University of technology with a master’s degree in engineering in 1986, and from the Institute of chemical metallurgy of the Chinese Academy of Sciences (now the Institute of process engineering of the Chinese Academy of Sciences) with a doctor’s degree in engineering in 1994. Since August 1994, he has worked as a postdoctoral, senior engineer, professor level senior engineer and doctoral supervisor in the general iron and Steel Research Institute. Mainly engaged in research and development in the field of iron and steel metallurgical process engineering and environmental engineering. He is currently a member of the expert committee of China metal society.
Since November 30, 2017, he has served as an independent director of the company and a member of the strategic development committee, audit committee and Remuneration Committee of the board of directors, as well as a member and chairman of the nomination committee of the board of directors.
2. Ms. Zhu Shaofang: Chinese certified public accountants, the first batch of senior members of the Chinese Institute of certified public accountants. From February 1999 to October 2016, he worked in Deloitte Touche Tohmatsu (special general partnership), and once served as the manager and partner of the audit department and the managing partner of Nanjing Branch. Since November 30, 2017, he has served as an independent director of the company and a member of the strategic development committee, nomination committee and Remuneration Committee of the board of directors, as well as a member and chairman of the audit (AUDIT) Committee of the board of directors.
3. Mr. Wang Xianzhu: Professor. From March 2012 to September 2013, he served as vice president of the school of economics of Anhui University of technology; From September 2013 to November 2015, he served as vice president of Business School of Anhui University of technology. From November 2015 to September 2019, he served as secretary of the Youth League Committee of Anhui University of technology; From November 2016 to October 2018, he served as member of the Standing Committee of Huashan district Party committee and deputy head of the district government of Ma’anshan City. From September 2019 to November 2020, he served as the executive vice president of the Graduate School of Anhui University of technology; From November 2020 to may 2021, he served as the director of the personnel department of Anhui University of technology; From May 2021 to now, he has served as vice president of Anhui University of technology.
Since November 30, 2017, he has served as an independent director of the company and a member of the strategic development committee, audit committee and Nomination Committee of the board of directors, as well as a member and chairman of the Remuneration Committee of the board of directors.
2、 Annual performance overview
（1） Attendance at meetings
The board of directors nominated 3 meetings, the board of directors held 3 meetings and the audit committee held 3 meetings in 2023. At the 51st meeting of the ninth board of directors and the meetings of the audit (AUDIT) committee and the strategic development committee held on October 25 and 26, 2021, Mr. Wang Xianzhu was unable to attend in person due to other official duties, and entrusted Ms. Zhang Chunxia to attend on his behalf and exercise his voting right to express his opinions. We attended the other meetings in person.
（2） Relevant resolutions and voting
With the attitude of being responsible to the company and all shareholders, we carefully review the proposals and relevant background materials provided by the company before each meeting, carry out some field research from time to time according to the situation, fully understand the production, operation and management of the company, and use our professional knowledge to provide reasonable suggestions to the company, so as to play a positive role in the scientific decision-making of the board of directors.
We focus on the company’s production and operation, regular reports, related party transactions, fixed asset investment, foreign investment, green development and intelligent progress, conduct in-depth research, actively participate in discussions and put forward reasonable suggestions; Listen to reports on the company’s production and operation status, risk management and internal control; According to the relevant requirements of the regulatory authorities, issued prior opinions and / or independent opinions on relevant proposals; All proposals were voted independently and objectively, and no objection was raised to a proposal this year.
(III) on site investigation and cooperation of the company
1. In March, may and August 2021, Ms. Zhang Chunxia took advantage of the opportunity to attend the on-site meeting of the board of directors, arranged and accompanied by the company, and investigated the human resources department, the party masses work department, the science and technology planning department, the fourth steel rolling, ironmaking general plant, coking general plant and the Ministry of energy and environmental protection for a total of about 12 days. Focus on the exchange of views on human resources optimization, science and technology management and R & D fee regulations; It also focuses on in-depth investigation and exchange on the progress of ultra-low emission transformation of pre iron process and the basic management of energy and environmental protection. 2. From July 19 to 22, 2021, Ms. Zhang Chunxia made a field investigation with the company’s procurement center, focusing on the operation process and customs clearance policy of the company’s imported iron ore, the changes and impact of the company’s iron ore trade form, submitted a research report to the board of directors, and put forward specific suggestions on the mode and amount of iron ore related transactions between the company and Baowu group.
(IV) training and learning
1. In accordance with the requirements of Shanghai Stock Exchange, we participated in the fourth follow-up training for independent directors of listed companies of Shanghai Stock Exchange in 2021.
2. From June 22 to 24, 2021, Ms. Zhang Chunxia participated in the theme Salon of “high performance of directors, supervisors and risk prevention of listed companies” held by China Association of listed companies.
3. On December 17, 2021, Ms. Zhang Chunxia and Ms. Zhu Shaofang participated in the theme Salon of “legal liability and risk prevention of independent directors of listed companies” held by China Association of listed companies.
4. According to the arrangement of the board of directors, I studied together with other directors the notice of Anhui Securities Regulatory Bureau on doing a good job in the special work of listed company governance, the amendment to the criminal law (11), the notice of Shanghai Stock Exchange on the investigation and punishment of violations of information disclosure of listed companies in Shanghai stock market in 2020, the regulations on the prevention and disposal of illegal fund-raising of the State Council, and the reform plan of environmental information disclosure system according to law of the Ministry of ecological environment, The general office of the CPC Central Committee and the general office of the State Council issued the opinions on strictly cracking down on illegal securities activities according to law. The CSRC reported the punishment of the first batch of financial fraud cases applying the new securities law, and the Shanghai Stock Exchange reported the work of disciplinary sanctions in the first half of 2021.
3、 Key issues of annual performance
(I) related party transactions
As independent directors, in strict accordance with the requirements of relevant laws and regulations, from the perspective of safeguarding the interests of the company, especially from the perspective of protecting the legitimate rights and interests of minority shareholders, we study and discuss the related party transactions of the company, review and express opinions in strict accordance with relevant procedures. It mainly includes:
1. On April 28, 2021, the independent opinions were expressed at the 43rd meeting of the ninth board of directors of the company:
With regard to the merger of the company’s joint-stock company Masteel (Shanghai) commercial factoring Co., Ltd. and Ouye commercial factoring Co., Ltd., a subsidiary of China Baowu iron and Steel Group Co., Ltd. (“China Baowu”), which is the indirect controlling shareholder of the company, we believe that this matter is a connected transaction. When the board of directors deliberated, all connected directors have avoided voting, and the voting procedures are legal and effective.
At the same time, this merger is conducted in accordance with the general commercial terms, which is fair and reasonable and in line with the overall interests of the company and its shareholders. Agree to these proposals.
2. On June 29, 2021, the independent opinions were expressed at the 45th meeting of the ninth board of directors of the company:
With regard to the wholly-owned subsidiary Maanshan Iron and steel (Hong Kong) Co., Ltd. (“Maanshan Iron and steel Hong Kong company”) waiving the capital increase to Huabao duding (Shanghai) Financial Leasing Co., Ltd. (“Huabao leasing”), a subsidiary of China Baowu iron and Steel Group Co., Ltd., the controlling shareholder of Maanshan Iron and steel (Group) Holding Co., Ltd. (“Maanshan Iron and Steel Group”), we believe that this matter is a connected transaction, and when the board of directors deliberates, All related directors have avoided voting, and the voting procedure is legal and effective. At the same time, the waiver of capital increase is in line with the overall interests of the company and its shareholders. Agree to the proposal.
3. On July 19, 2021, the independent opinions were expressed at the 46th meeting of the ninth board of directors of the company:
With regard to the company’s waiver of capital increase to Ouye Lianjin renewable resources Co., Ltd., the holding subsidiary of Magang (Group) Holding Co., Ltd., the controlling shareholder of the company, we believe that the matter is a related party transaction. During the deliberation of the board of directors, all related directors have avoided voting, and the voting procedure is legal and effective. At the same time, the waiver of capital increase is in line with the overall interests of the company and its shareholders. Agree to the proposal.
4. On July 19, 2021, the independent opinions were expressed at the 48th meeting of the ninth board of directors of the company:
With regard to the transfer of 100% equity of the company’s subsidiary Masteel (Hefei) industrial water supply Co., Ltd. to Baowu Water Technology Co., Ltd., the holding subsidiary of China Baowu iron and Steel Group Co., Ltd., the indirect controlling shareholder of the company, we believe that this matter is a related transaction. When the board of directors deliberated, all related directors have avoided voting, and the voting procedures are legal and effective. Meanwhile, such transactions are conducted on general commercial terms, which are fair and reasonable and in line with the overall interests of the company and its shareholders. Agree to these proposals.
5. On September 17, 2021, the independent opinions were expressed at the 49th meeting of the ninth board of directors of the company:
With regard to the capital increase of the company to Baowu Water Technology Co., Ltd. (“Baowu water”), we believe that the matter is a connected transaction. When the board of directors deliberated, all connected directors have avoided voting, and the voting procedure is legal and effective. At the same time, this capital increase is in line with the overall interests of the company and its shareholders. Agree to the proposal.
6. On September 29, 2021, the independent opinions were expressed at the 50th meeting of the ninth board of directors of the company:
The company plans to sign the supplementary agreement on daily connected transactions with China Baowu, the supplementary agreement on continuous connected transactions with Maanshan Iron and Steel Group, the supplementary agreement on continuous connected transactions with Ouye Lianjin renewable resources Co., Ltd., and the supplementary agreement on energy conservation and environmental protection with Anhui Xinchuang energy conservation and environmental protection Technology Co., Ltd; The company plans to sign the 20222024 product purchase and sales agreement and the agreement on providing and receiving services with China Baowu; Maanshan Iron and Steel Group Finance Co., Ltd., the holding subsidiary of the company, plans to sign the 20222024 financial service agreement with Maanshan Iron and Steel Group; The company plans to transfer 30% equity of Anhui Maanshan Iron and steel Jiahua new building materials Co., Ltd. and the company’s solid waste disposal related assets and other related transactions to Baowu huanke MAANSHAN resource utilization Co., Ltd. We believe that the transactions under these agreements are related transactions. When the board of directors deliberated these agreements, all related directors have avoided voting, the voting procedures are legal and effective, and these agreements comply with general commercial principles, and the terms are fair and reasonable, It will not harm the interests of minority shareholders and is fair, reasonable and generally beneficial to the company and all shareholders. Agree to enter into such agreements.
7. On November 30, 2021, the independent opinions were expressed at the 53rd meeting of the ninth board of directors of the company:
With regard to the company’s plan to increase the capital of Baowu clean energy Co., Ltd. with 51% equity of Anhui Magang Gas Technology Co., Ltd., a wholly-owned subsidiary, we believe that the transaction under the agreement is a related party transaction. When the board of directors deliberated the agreement, the related directors have avoided voting, and the voting procedure is legal and effective. At the same time, the agreement complies with general commercial principles, the terms are fair and reasonable, and will not damage the interests of minority shareholders, Fair, reasonable and generally beneficial to the company and all shareholders. Agree to sign the agreement.
(II) external guarantee and fund occupation
As of December 31, 2021, the company has provided a trade financing credit guarantee of RMB 3 billion for its wholly-owned subsidiary Masteel (Hong Kong) Co., Ltd., which has been approved by the company’s 2016 annual general meeting of shareholders. In addition, Anhui Changjiang iron and Steel Co., Ltd., the holding subsidiary of the company, provided guarantees for its wholly-owned subsidiaries, totaling 150 million yuan.
We believe that as of December 31, 2021: all external guarantee approval procedures of the company are legal and compliant; There is no guarantee for controlling shareholders and other related parties, unincorporated units or individuals holding less than 50% of the company’s shares in the company’s external guarantee; The total amount of the company’s accumulated and current external guarantees is less than 50% of the company’s net assets in the consolidated financial statements in 2020.
(III) use of raised funds
During the reporting period, the company did not issue shares to raise funds, nor did it use the funds raised in previous years.
(IV) nomination and remuneration of directors and senior managers
1. On March 16, 2021, the nomination committee recommended the appointment of Mr. Mao Zhanhong as the deputy general manager of the company and submitted it to the board of directors for deliberation.
2. On March 24, 2021, the Remuneration Committee passed the proposal on the performance evaluation of the company’s executive directors and senior managers in 2020, submitted the evaluation results to the board of directors for deliberation, and suggested that the board of directors approve the remuneration of directors and senior managers in 2020 in accordance with the authorization of the general meeting of shareholders; Passed the business performance evaluation criteria of the company’s leading group in 2021.
3. On April 28, 2021, the Remuneration Committee approved the performance evaluation criteria of the company’s management and team members in 2021.
4. On August 10, 2021, the nomination committee recommended the appointment of Mr. Ren Tianbao as the deputy general manager of the company and submitted it to the board of directors for deliberation.
(V) performance forecast and performance express
On January 29, 2021, the company issued the announcement of annual performance increase in 2020; On March 9, 2021, the company issued the announcement of 2020 annual performance express. Such announcements comply with the requirements of laws and regulations.
(VI) appointment or replacement of accounting firms
On June 4, 2021, the audit committee considered that Ernst & Young Huaming Certified Public Accountants (special general partnership) has professional competence and investor protection ability, there is no violation of the independence requirements of the code of professional ethics for Chinese certified public accountants, and the integrity record has no impact on its service to the company. Agree to appoint him as the auditor of the company in 2021 and submit it to the board of directors for deliberation.
(VII) cash dividends
On March 25, 2021, the 42nd meeting of the ninth board of directors decided to distribute a cash dividend of RMB 0.13 per share (tax included) at the end of 2020 with a total share capital of 7700681186 shares. The total expected dividend is RMB 1001088554 (tax included). The remaining undistributed profits are carried forward to 2021 and no capital reserve is converted into share capital. The allocation will be completed on July 21, 2021.
(VIII) performance of commitments of the company and shareholders
1. China treasure
