2021 annual report of independent directors
Reporter: Wang Bingming
In 2021, China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as "the company") held a board meeting
General election of the general assembly. I am an independent director of the third session of the board of directors of the company. I leave office after the expiration of my term of office. The reporting period is
The working time is from January 1, 2021 to October 14, 2021.
During my tenure as an independent director in 2021, I worked as an independent director in accordance with the company law, the articles of association and the
Actively attend the board of directors and the general meeting of shareholders of the company in accordance with the provisions and requirements of the work system and relevant laws and regulations,
Carefully consider various proposals, express independent opinions on relevant matters according to relevant regulations, and perform duties independently
Influenced by the company's major shareholders, actual controllers or other units or individuals having an interest in the company,
It has effectively safeguarded the overall interests of the company and fulfilled the obligation of integrity, diligence and faithful performance of the duties of independent directors. present
I will report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at company meetings
In 2021, the company held 13 meetings of the board of directors, including 10 meetings of the third board of directors
I personally attended all meetings of the board of directors during my term of office and did not entrust other independent directors to attend on my behalf
The situation of the meeting. I have carefully considered all proposals submitted to the board of directors and exercised my voting rights prudently.
Number of meetings of the board of directors in the reporting period 13
Names of independent directors number of attendance required number of attendance in person number of attendance entrusted number of attendance number of absences whether they have not attended the meeting in person for two consecutive times
Wang Bingming no
In 2021, during my term of office, the company held four general meetings of shareholders (general meeting of shareholders in 2020)
The first extraordinary general meeting in 2021, the second extraordinary general meeting in 2021 and the third extraordinary general meeting in 2021
Extraordinary general meeting of shareholders), I attended three general meetings of shareholders as a nonvoting delegate.
Number of general meetings held during the reporting period 4
The number of times the independent director should attend the meeting in person is the number of times the independent director is absent for two consecutive times
Attend the meeting in person
Wang Bingming 4 3 1 no
In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures and related matters
They have fulfilled the legal procedures and are legal and effective. The relevant resolutions of the meeting are in line with the overall interests of the company and are not detrimental
Harm the legitimate rights and interests of all shareholders of the company, especially the minority shareholders.
2、 Independent opinions
In 2021, during my tenure in the company, I gave full play to the professional advantages of independent directors and expressed independent opinions on the following matters:
On January 22, 2021, I carefully considered the proposal on the company's financial leasing business and related party transactions with China railway financial holding Financial Leasing Co., Ltd., issued the approval opinions in advance, and at the 30th meeting of the third board of directors, Independent opinions on the proposal on the appointment of the company's chief accountant and the proposal on the company's financial leasing business and related party transactions with China railway financial holding Financial Leasing Co., Ltd.
On March 25, 2021, I carefully considered the proposal on the confirmation of the company's daily related party transactions in 2020 and the prediction of daily related party transactions in 2021, issued the approval opinions in advance, and at the 31st meeting of the third board of directors, For the proposal on the company's profit distribution plan in 2020, the proposal on the evaluation report of the company's internal control in 2020, the proposal on the special report on the storage and use of the company's raised funds in 2020, and the proposal on the company's plan to provide a guarantee with a total amount of no more than RMB 1.5 billion to its subsidiaries in 2021 The proposal on the confirmation of the company's daily related party transactions in 2020 and the prediction of daily related party transactions in 2021, the occupation of funds by controlling shareholders and other related parties and the company's external guarantee have expressed agreed independent opinions.
On June 7, 2021, I carefully considered the proposal on the company's e-credit business and related party transactions through the supply chain financial platform of China Railway Commercial factoring Co., Ltd., the proposal on the company's asset securitization business and related party transactions with China Railway Capital Co., Ltd., and the proposal on increasing the forecast of daily related party transactions in 2021, and expressed my consent in advance, At the 34th meeting of the third session of the board of directors, they expressed their independent opinions on the proposal on the company to carry out e-credit business and related party transactions through the supply chain financial platform of China Railway Commercial factoring Co., Ltd., the proposal on the company to carry out asset securitization business and related party transactions with China Railway Capital Co., Ltd., and the proposal on increasing the forecast of daily related party transactions in 2021. On June 15, 2021, at the 35th meeting of the third board of directors, I carefully considered the company's proposal on the appointment of the company's deputy general manager and expressed my agreed independent opinions.
On August 6, 2021, I carefully considered the proposal on changing the accounting firm, issued the approval opinions in advance, and issued the independent opinions on the proposal on changing the accounting firm at the 36th meeting of the third board of directors.
On August 16, 2021, at the 37th meeting of the third board of directors, I carefully considered the proposal on the appointment of the general manager of the company and expressed my agreed independent opinions.
On August 23, 2021, I carefully considered the proposal on the company and China Railway Trust Co., Ltd. to carry out asset securitization business and related party transactions, issued the approval opinions in advance, and made comments on the proposal on the company and China Railway Trust Co., Ltd. to carry out asset securitization business and related party transactions and the occupation of funds by controlling shareholders and other related parties at the 38th meeting of the third board of directors The company has expressed independent opinions on the external guarantee.
On September 28, 2021, at the 39th meeting of the third board of directors, I carefully considered the proposal on the election of non independent directors of the Fourth Board of directors and the proposal on the election of independent directors of the Fourth Board of directors, and expressed my agreed independent opinions.
Independent directors believe that the major matters considered by the company in 2021 comply with the provisions of the company law and other relevant laws and regulations and the articles of association, reflect the principles of openness, fairness and impartiality, and the procedures for the deliberation and voting of major matters at the general meeting of shareholders and the board of directors are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Work of professional committees
As the chairman of the remuneration and appraisal committee of the company, I am mainly responsible for formulating and reviewing the remuneration policy scheme and implementation of the directors and senior managers of the company in accordance with the rules of procedure of the remuneration and appraisal committee of the board of directors and other relevant systems.
At the same time, as a member of the audit and risk management committee, I reviewed the company's annual audit report, semi annual financial report, quarterly financial report, internal control evaluation report, related party transactions and other matters. 4、 On site inspection
In 2021, in addition to attending the board of directors and shareholders' meetings as nonvoting delegates, I investigated and understood the company's operating conditions, the improvement and implementation of management and internal control systems, the implementation of resolutions of the board of directors, financial management and related party transactions, supervised and verified the performance of directors and senior executives, and actively and effectively performed the duties of independent directors, It has earnestly safeguarded the interests of the company and the general public shareholders.
5、 Other work done in protecting the rights and interests of investors
(I) continuously pay attention to the company's information disclosure, and urge the company to improve the company's information disclosure management system in strict accordance with the requirements of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules and the information disclosure management system; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity and timeliness of the company's information disclosure.
(II) as an independent director of the company, I strictly perform the duties of an independent director, keep close contact with other directors, senior managers and relevant staff of the company through telephone and e-mail, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network about the company, timely learn the progress of major matters of the company, and understand the production, operation and financial status of the company Construction and implementation of management and internal control systems; Attend the meeting of the board of directors of the company on time, carefully review the documents issued by the company, ask relevant departments and personnel, consult relevant account books and meeting minutes of the company, use their own professional knowledge to exercise their voting rights independently, objectively and impartially, and serve shareholders cautiously, faithfully and diligently.
(III) I attach importance to learning the knowledge of laws and regulations related to the standardized operation of listed companies, actively participate in the relevant training organized by the company, constantly improve my ability to perform my duties, better provide opinions and suggestions for the company's scientific decision-making and risk prevention, and enhance the awareness of consciously safeguarding the rights and interests of medium and small shareholders.
6、 Other working conditions
There was no proposal to convene the board of directors this year.
There was no independent engagement of external audit institutions and consulting institutions.
In 2021, as an independent director of the company, I adhered to the spirit of integrity, diligence and responsibility to the company and all shareholders, faithfully performed my duties, gave full play to the role of independent directors, and earnestly safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
March 23, 2022
