China Merchants Energy Shipping Co.Ltd(601872)
Report on the work of independent directors in 2021
In 2021, as an independent director of China Merchants Energy Shipping Co.Ltd(601872) (hereinafter referred to as " China Merchants Energy Shipping Co.Ltd(601872) " or "the company"), in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant laws, administrative regulations, departmental rules, normative documents and the articles of association, We performed our duties in accordance with the law, performed our duties diligently, attended the meetings of the board of directors and its special committees on time, fully studied and discussed proposals, made independent decisions, continued to pay attention to the implementation of the company's strategy and operation management, seriously carried out research, expressed opinions independently, objectively and prudently, and put forward opinions and suggestions for China Merchants Energy Shipping Co.Ltd(601872) 's development strategy, risk control, audit supervision, nomination and salary management and related party transaction management, Earnestly safeguard the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. In 2021, the incumbent independent directors were able to perform their duties conscientiously, diligently and prudently in strict accordance with the provisions of laws, regulations and normative documents, actively attend relevant meetings, and actively pay attention to and participate in the development of the research company.
I. The basic work of the independent directors in 2021 is as follows:
During the reporting period, the basic information of the current independent directors of the company is as follows:
Mr. Zhang Liang graduated from Dalian Maritime College, majoring in ship driving. He used to be the captain of Tianjin ocean going ship, the deputy general manager and general manager of COSCO bulk cargo transportation company, the vice president and general counsel and vice president of COSCO Group, the executive director and general manager of COSCO Holdings Co., Ltd. ( Cosco Shipping Holdings Co.Ltd(601919) . SH), the vice chairman of COSCO International (00517. HK), the executive vice chairman and President of COSCO (Hong Kong) Group Co., Ltd; During his tenure, he studied for a master's degree in transportation management engineering of Shanghai Maritime University and a doctor's degree in corporate governance of the International Business School of Nankai University. He has served as an independent director of the company since May 31, 2017.
Ms. Sheng Muxian is currently an independent director of the company. She graduated from the Hong Kong Polytechnic Institute (now known as the Hong Kong Polytechnic University) and obtained a higher diploma in accounting. From 2016 to 2017, she was awarded an honorary academician by the Hong Kong Polytechnic University. From 1990 to 2016, he served as partner of Deloitte · Guan Huang Chenfang certified public accountants / Deloitte China. He is currently the treasurer of the Council of the Hong Kong Academy for performing arts, a member of the Corruption Prevention Advisory Committee of the Hong Kong Independent Commission against corruption, a member of the communications authority, a member of the Advisory Committee of the Hong Kong Polytechnic University and an independent trustee of the University pension. He also serves as an independent non-executive director of China Resources medicine, China Cssc Holdings Limited(600150) (Hong Kong) air transportation Leasing Co., Ltd. and AEON Credit Finance (Asia) Co., Ltd. He has been a member of the 10th, 11th and 12th CPPCC Jiangsu Provincial Committee since January 2008. He was appointed justice of the peace by the Hong Kong Government in 2013, awarded the bronze Bauhinia Star in 2017, and nominated by the China Women Entrepreneurs Association as one of China's 100 outstanding women entrepreneurs in October 2006. He has been an independent director of the company since October 19, 2020.
Mr. Wu Shuxiong has successively served as the chief engineer of Shanghai ocean shipping, the general manager of Shanghai Far East Container Manufacturing Co., Ltd., the deputy general manager and member of the Party committee of Shanghai Ocean Shipping Co., Ltd., the party secretary and deputy general manager of COSCO Container Transportation Co., Ltd., and the party secretary and deputy president of COSCO Hong Kong Group Co., Ltd. He has also served as the chairman of China Japan international ferry company, deputy editor in chief of navigation technology magazine, supervisor of COSCO Holding Co., Ltd., director and China International Marine Containers (Group) Co.Ltd(000039) director of COSCO International Co., Ltd., and has been employed as a member of China Classification Society, Japan classification society, Norway and Lloyd's register of shipping, American Bureau of shipping China Regional Committee and Technical Committee. He has served as an independent director of the company since May 31, 2017. Mr. Quan Zhongguang, Korean nationality, member of China Democratic Construction Association, Professor, certified asset appraiser. He graduated from Beijing Jiaotong University with a doctorate in economics. He was the president of Beijing zhongqihua Asset Appraisal Co., Ltd. He is currently the chairman of Beijing zhongqihua Asset Appraisal Co., Ltd. Member of the Standing Committee of the Beijing Municipal Committee of the Chinese people's Political Consultative Conference, the second special supervisor of the Supreme People's court, member of the Central Committee of the people's Construction Association, member of the supervision committee, deputy director of the Economic Commission, vice president of the Beijing new social stratum Association, executive director and vice president of the China Assets Appraisal Association, member of the expert advisory committee of the China Assets Appraisal Association of the Ministry of finance, member of the drafting group of China assets appraisal standards One of the first 25 senior members of China Assets Appraisal Association, full-time member of the sixth issuance Audit Committee of CSRC and senior expert in the industry. In 2008, he was elected as the "standing member of the Beijing 11th Committee of the Chinese people's Political Consultative Conference", in 2013, he was re elected as the "standing member of the Beijing 12th Committee of the Chinese people's Political Consultative Conference", and in 2018, he was elected as the "standing member of the Beijing 13th Committee of the Chinese people's Political Consultative Conference" for the third time. He has won the titles of "excellent builder of socialism with Chinese characteristics" in Beijing and throughout the country. He has served as an independent director of the company since October 27, 2017. 2、 Attendance at the board of directors and general meeting of shareholders in 2021
In 2021, the company held 9 board meetings, including 1 on-site video conference and 8 communication voting. The details of independent directors attending the board meeting are as follows:
The number of times (Times) (Times) (Times) that independent directors should attend the board of directors in person and entrust to attend the board of directors in absentia this year
Zhang Liang 9 9 0 0
Sheng Muxian 9 9 0 0
Wu Shuxiong 9 9 0 0
Quan Zhongguang 9 0 0
3、 Key issues of independent directors' annual performance
In 2021, we actively participated in the meetings of the board of directors and relevant special committees, carefully reviewed the meeting materials before the meeting, and took the initiative to learn about the operation and management of the company; At the meeting, we listened to the topic report in detail, conducted in-depth discussion and communication, and put forward reasonable suggestions and opinions in combination with our own professional fields, which played a due role in the scientific decision-making of the board of directors of the company.
(I) review the related party transactions of the company
On March 24, 2021, the independent directors reviewed the proposal on additional confirmation of the amount of daily connected transactions with Sinopec Group and its subsidiaries in 2020, the proposal on the report on daily connected transactions of the company in 2020 and the forecast of daily connected transactions in 2021, and the proposal on Authorizing donations to China Merchants charity fund The proposal on renewing the loan of RMB 300 million from the related party China Merchants Shipping Co., Ltd. and the proposal on the statement on the realization of the performance commitment of issuing shares to purchase assets in 2020 were reviewed in advance, agreed to submit them to the board of directors for deliberation, and expressed the agreed independent opinions after the board of directors.
On October 28, 2021, the independent directors reviewed in advance a proposal on related party transactions related to the acquisition of Sinotrans container shipping related assets and submitted it to the general meeting of shareholders to be considered at the ninth meeting of the sixth board of directors, listened to and discussed the reports of the company's leaders and relevant departments involved in the project, independent financial consultants, auditors, accountants and lawyers, and agreed to submit it to the board of directors for consideration, After the meeting, he expressed his independent opinion.
On December 13, 2021, the independent directors expressed their independent opinions after the meeting on one proposal of the proposal on the company's issuance of shares to purchase assets and the impairment test of the underlying assets of related party transactions to be considered at the 11th meeting of the sixth board of directors.
We believe that all related party transactions of the company in 2021 adopt general commercial terms, the pricing is fair and reasonable, and comply with the principles of fairness, impartiality and openness, which is in line with the overall interests of the company and shareholders; The review procedures of related party transactions are legal and compliant, do not harm the interests of minority shareholders, and are in line with the overall interests of the company and shareholders.
(II) review of major financial events
On January 28, 2021, independent directors Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang discussed with senior managers, reporting personnel of relevant departments and auditors of the company on the proposal on the provision for impairment of the company's ship assets and the proposal on the provision for estimated liabilities of the company under loss contracts considered at the third meeting of the sixth board of directors of the company, After the meeting, he expressed his independent opinion.
On April 28, 2021, independent directors Zhang Liang, Sheng Muxian, Wu Shuxiong and Quan Zhongguang expressed their independent opinions after the meeting on a proposal on the change of accounting policies considered at the fifth meeting of the sixth board of directors of the company.
(III) review external guarantee and fund occupation
During the reporting period, we took a practical and realistic attitude, in accordance with the requirements of relevant laws and regulations, understood in detail the commercial essence of the external guarantee of the guarantee company, and carefully checked the external guarantee of the company.
On March 24, 2021, according to the actual situation of the company and after consulting the opinions of accountants, the independent directors issued the special instructions and independent opinions of the independent directors on the company's external guarantee and the occupation of non operating funds of related parties in 2020.
The proposal on the authorization of wholly-owned subsidiaries and holding subsidiaries was reviewed and agreed to the same day.
The independent directors believe that the decision-making procedure of the company's external guarantee in 2021 is legal and effective, timely fulfilled the relevant information disclosure obligations, and did not damage the interests of the company and its shareholders, especially the minority shareholders. At the same time, it is verified that there is no non operational occupation of the company's funds by the company's controlling shareholders and their related parties.
(IV) about employing financial audit institutions
According to the guidance on the establishment of independent director system in listed companies (zjf [2001] No. 102) issued by China Securities Regulatory Commission, on March 24, 2021, the independent directors reviewed the proposal on continuing to employ ShineWing certified public accountants as the company's financial and internal control audit institution in 2021 to be considered at the fourth meeting of the sixth board of directors, and agreed to submit it to the board of directors for deliberation, And gave an independent opinion after the board of directors.
The independent directors believe that ShineWing certified public accountants adheres to the independent audit standards, performs the responsibilities and obligations agreed by both parties, has the experience and ability to provide audit services for the company, and can meet the requirements of the company's financial audit and internal control audit. In order to maintain the continuity of audit work, we agree to continue to employ ShineWing certified public accountants as the financial and internal control audit institution of the company in 2021.
(V) cash dividends
On March 24, 2021, the fourth meeting of the sixth board of directors of the company deliberated and adopted the proposal on the company's profit distribution plan in 2020. The independent directors reviewed the proposal and expressed their agreed independent opinions after the meeting. The independent directors believed that the profit distribution plan for 2020 was in line with the actual situation of the company. The company's deliberation and voting procedures on the 2020 profit distribution plan are in line with the relevant provisions of the company law and the articles of association. The 2020 profit distribution plan made by the company is in line with the actual situation of the company and does not harm the interests of investors, especially small and medium-sized shareholders.
(VI) nomination of directors and senior managers of the company
On March 24, 2021, the independent directors of the company expressed their independent opinions on the proposal on appointing Xu Tinghui as the deputy general manager of the company at the fourth meeting of the sixth board of directors.
On December 13, 2021, the independent directors of the company expressed their agreed independent opinions on the proposal on appointing Xu Hui as the general legal adviser of the company considered at the 11th meeting of the sixth board of directors.
Based on the above independent opinions, based on our independent judgment, we believe that the appointed directors and senior management candidates have the employment conditions and professional quality suitable for the exercise of their functions and powers. We have not found any situation that they are not allowed to serve as directors and senior managers as stipulated in the company law or the articles of association, nor have they been determined as prohibited by the CSRC.
(VII) internal control system of the company
On March 24, 2021, the independent directors of the company reviewed the proposal on the 2020 internal control evaluation report of the company considered at the fourth meeting of the sixth board of directors. We believe that the company integrates the needs of the company's internal management around the company's development strategy and values in accordance with the requirements of the basic norms of enterprise internal control and other rules and regulations jointly issued by the Ministry of finance, China Securities Regulatory Commission and other five ministries, We have deepened the construction of internal control system, formed an internal control mechanism, and established a more reasonable internal control system in line with the actual situation of the company. These systems meet the requirements of the basic norms of enterprise internal control, have strong operability, can control relevant important and major risks, and the company's internal control system is basically sound. The 2020 internal control evaluation report of the company truly and objectively reflects the construction and operation of the company's internal control system.
(VIII) use and management of raised funds
On March 24, 2021, the independent directors of the company expressed their agreed independent opinions on the special report on the use and deposit of the company's raised funds in 2020 considered at the fourth meeting of the sixth board of directors.
On August 24, 2021, the independent directors of the company expressed their independent opinions on the proposal on the special report on the deposit and use of the company's raised funds in the half year of 2021, which was considered at the seventh meeting of the sixth board of directors.
The deposit and use of the raised funds of the company in 2020 and the first half of 2021 comply with the relevant provisions of the CSRC, Shanghai Stock Exchange and the company's internal rules and regulations on the deposit and use of the raised funds of listed companies, and there is no illegal use of the raised funds
