2021 annual report of independent directors
Reporter: Zhu Lei
In 2021, China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as "the company") held a board meeting
For the general election of the board of directors, I have been an independent director of the Fourth Board of directors of the company since October 14, 2021.
During my tenure in 2021, I worked as an independent director in accordance with the company law, the articles of association and the working system of independent directors
Actively attend the board of directors and relevant meetings of the company and carefully review the regulations and requirements of the "degree" and relevant laws and regulations
Discuss various proposals, express independent opinions on relevant matters in accordance with relevant regulations, and perform duties independently without the influence of the company
The influence of major shareholders, actual controllers or other units or individuals having an interest in the company shall be effectively
It has safeguarded the overall interests of the company and fulfilled the obligation of integrity, diligence and faithful performance of the duties of independent directors. Now this
The report on the performance of the duties of independent directors in 2021 is as follows:
1、 Attendance at company meetings
In 2021, the company held 13 meetings of the board of directors, of which the Fourth Board of directors held 3 meetings,
I personally attended all meetings of the board of directors during my term of office and did not entrust other independent directors to attend the meeting on my behalf
The situation. 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 3
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
Zhu Lei 3 0 0 no
In 2021, the company did not hold a general meeting of shareholders during my tenure.
In 2021, the convening of the board of directors of the company was in accordance with legal procedures and relevant matters were in compliance with the law
The established procedures are legal and effective. The relevant resolutions of the meeting are in line with the overall interests of the company and do not harm all members of the company
The legitimate rights and interests of shareholders, especially minority shareholders.
2、 Independent opinions
In 2021, during the term of office of the company, I gave full play to the professional advantages of independent directors and was fully responsible for the following matters
Expressed independent opinions:
On October 14, 2021, at the first meeting of the Fourth Board of directors, I carefully considered the
Proposal on appointment of general manager of the company, proposal on appointment of deputy general manager of the company, proposal on appointment of chief accountant of the company
And the proposal on the appointment of the chief engineer of the company.
At the second meeting of the board of directors on October 27, 2021
From January to September, the proposal on withdrawing credit and asset impairment losses issued an independent opinion.
On December 23, 2021, at the third meeting of the Fourth Board of directors, I carefully considered the proposal on cashing the annual salary of leaders in 2020 and the proposal on formulating the allowance for independent directors of the company, and expressed my agreed independent opinions.
3、 Work of professional committees
As the chairman of the nomination committee of the company, I carried out my work in accordance with the implementation rules of the nomination committee and other relevant systems. During my tenure in 2021, the company did not hold a nomination committee.
At the same time, as the remuneration and assessment committee and the investment decision-making committee, I reviewed the remuneration and other matters of the company's directors in accordance with the requirements of the rules of procedure.
4、 On site inspection
In 2021, in addition to attending the meeting of the board of directors, I investigated and understood the improvement and implementation of the company's operating conditions, management and internal control systems, the implementation of the resolutions of the board of directors, financial management and related party transactions, supervised and verified the performance of directors and senior executives, actively and effectively performed the duties of independent directors, and seriously 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 2022, as an independent director of the company, I will continue to uphold the spirit of integrity, diligence and responsibility to the company and all shareholders, faithfully perform my duties, give full play to the role of independent directors, and earnestly safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
March 24, 2022
