Jiangsu Expressway Company Limited(600377)
Report on the work of independent directors in 2021
As an independent director of Jiangsu Expressway Company Limited(600377) (hereinafter referred to as “the company”), we are responsible to all shareholders and earnestly safeguard the interests of the majority of minority shareholders in strict accordance with the company law, the securities law, the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association and other relevant laws In accordance with the provisions and requirements of laws and regulations, diligently perform the duties and obligations of independent directors, prudently and seriously exercise the rights conferred by the company and shareholders, actively participate in the meetings of the general meeting of shareholders, the board of directors and special committees of the company, give fair and objective independent opinions on relevant major matters considered by the board of directors, provide advice for the long-term development of the company, and make scientific decisions Standardized operation and company development have played a positive role. The performance of independent directors in this year is reported as follows: I. Basic information of independent directors
1. The personal work experience, professional background and part-time work of the current independent director are as follows:
Mr. Yu Mingyuan: independent non-executive director, member of the strategy committee, born in 1962. Graduated from Tongji University majoring in transportation management, he is now the director and researcher of the Research Center for highway and comprehensive transportation development of the Academy of highway Sciences of the Ministry of transport, and an expert enjoying the special allowance of the State Council. Mr. Yu has long been engaged in traffic policy and strategic research, and has made outstanding achievements in the research fields of toll road policy and system innovation, highway management system and investment and financing, toll road operation management and highway traffic related laws and regulations. He has successively presided over more than 40 national, provincial and ministerial scientific research projects, presided over the major special research of the Ministry of transport and the formulation and revision of policies and regulations for many times, and served as an expert in the expert pool of the national science and technology progress award High level talents of China Association for science and technology, experts from the expert pool of the Ministry of transport and PPP expert pool of the Ministry of finance.
Mr. Lin Hui: independent non-executive director, convener of the remuneration and assessment committee and member of the nomination committee, born in 1972, doctor of management, postdoctoral fellow of the Institute of economics, Chinese Academy of Social Sciences, and now director, professor and doctoral supervisor of the Department of Finance and insurance, School of business, Nanjing University. Main research interests: asset pricing, financial engineering and risk management. He has successively presided over and participated in more than 10 National Natural Science Foundation projects, National Social Science Foundation projects, humanities and social sciences foundation projects of the Ministry of education and China Postdoctoral fund projects, and published more than 30 academic papers in authoritative journals at home and abroad. Concurrently serve as Jiangsu Hongtu High Technology Co.Ltd(600122) independent director. Mr. Lin has long been engaged in research in the financial field and is a senior expert with rich financial experience. Mr. Lin has served as an independent non-executive director of the company since June 2, 2016.
Mr. Zhou Shudong: independent non-executive director, convener of the nomination committee and member of the audit committee, born in March 1961, doctor, professor and doctoral advisor, Professor of the Department of economic management of the school of economics and management of Nanjing Agricultural University, deputy director of the Institute of agricultural economics of Nanjing Agricultural University, director of the e-commerce research center of Nanjing Agricultural University, consulting expert of the United Nations Environment Programme, vice president of Jiangsu Internet service society Vice president of Jiangsu statistical society. Approved to enjoy the special government allowance of the State Council. He has presided over and undertaken 40 major projects and research topics of the state, ministries and commissions and the province. He is a senior expert involved in many fields.
Mr. Liu Xiaoxing: independent non-executive director, member of the audit committee, born in 1970, doctor of management science and Engineering (Financial Engineering), postdoctoral in finance of Fudan University. He is currently the director and professor of the Department of finance of the school of economics and management of Southeast University, the doctoral supervisor of finance, the member of the Teaching Steering Committee of finance major of national colleges and universities, the director of China financial annual meeting, the director of China Financial Engineering annual meeting, the member of the Standing Committee of Jiangsu financial Youth Federation, the young and middle-aged academic leader of Jiangsu “Blue Project”, the tutor of science and technology entrepreneurship in Jiangsu Province, and the member of the Department of Humanities and social sciences of Southeast University.
Mr. Xu Guanghua: independent non-executive director, member of the audit committee, convener, member of the nomination committee and member of the remuneration and assessment committee, born in 1963, doctor of management. Currently, he is the discipline leader, Professor, doctoral supervisor of the accounting department of Nanjing University of technology, the chairman of the Jiusan Society, the president of the branch of Higher Engineering Colleges of China Accounting Society, the director of the finance and accounting research center of Nanjing University of technology, the deputy director of Jiangsu management Accounting Research Center, and also serves as peer review experts such as national science fund, National Social Science Fund, Huo Yingdong education fund, China Postdoctoral fund and national MBA 100 excellent cases. Mr. Xu has long been engaged in teaching and scientific research in the fields of finance, accounting and strategic performance evaluation. He is the initiator of enterprise symbiotic strategic performance evaluation theory and symbiotic financial performance theory.
2. Information on Independence:
All independent directors are independent and do not fall under the following circumstances:
(1) Persons who work in listed companies or their affiliated enterprises and their immediate family members and major social relations;
(2) Directly or indirectly holds more than 1% of the issued shares of the listed company or is a natural person shareholder among the top ten shareholders of the listed company and his immediate family members;
(3) Persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the listed company or in the top five shareholder units of the listed company and their immediate relatives;
(4) Persons who hold posts in the actual controller of the listed company and its affiliated enterprises; (5) Personnel who provide financial, legal and consulting services for listed companies and their controlling shareholders or their respective subsidiaries;
(6) Serve as a director, supervisor or senior manager in a unit with significant business dealings with the listed company and its controlling shareholders or their respective subsidiaries, or serve as a director, supervisor or senior manager in the controlling shareholder unit of the business dealings unit. 2、 Annual performance of independent directors
(I) deliberation and decision-making of the general meeting of shareholders and the board of directors
In 2021, the company held 9 meetings of the board of directors and 1 general meeting of shareholders. We all met the regulatory requirements and attended the relevant meetings of the general meeting of shareholders, the board of directors and the special committee. During the deliberation of the proposals of the board of directors, we carefully considered all proposals, fully expressed our opinions and suggestions, and voted in favour of all proposals without objection or abstention.
In 2021, we took the opportunity of attending the board of directors and shareholders’ meeting to understand the company’s production, operation and financial situation, and listened to the company’s management’s reports on the company’s operation and standardized operation for many times.
Participation in the board of directors participation in the general meeting of shareholders independent directors should personally entrust by communication whether to continuously attend the shareholder’s name directors to attend the meeting in the form of attending the board of directors. The number of times plus the number of times is from the number of meetings attended
Several discussions
Lin Hui is 9 8 1 0 0 0 No 1
Zhou Shudong is 9 8 1 0 0 0 No 1
Liu Xiaoxing is 9 5 1 2 0 No 0
Xu Guanghua is 65 1 0 0 No 0
Yu Mingyuan is 6 5 1 0 0 No 0
Zhang Zhuting is 3 2 1 0 0 No 0
Chen Liang is 3 2 1 0 0 0 No 1
Note: the company held the 2020 annual general meeting of shareholders on June 17, 2021. The directors Wang Yingjian, Li Xiaoyan, Xu Guanghua and Yu Mingyuan were elected by the general meeting of shareholders.
(III) cooperation of the company with independent directors
With the active cooperation of the company, we conducted on-site inspection on the company through the board of directors, general meeting of shareholders and meeting of independent directors, deeply understood the operation and management and financial status of the company, listened to the internal audit report, fully exchanged opinions with the company on the economic environment, industry development trend, development planning and internal control construction faced by the company, and reviewed the convening procedures of the board of directors The adequacy of necessary documents and materials and information that can make reasonable and accurate judgments. According to the provisions of the annual report system of independent directors of the company, we timely listened to the report of the company’s management on major matters such as the company’s annual operation and investment activities and the company’s annual financial situation, and fully communicated with the annual audit accountant on the audit work.
Based on the in-depth understanding of the company’s operation and management and standardized operation, put forward relevant suggestions to the company to promote the management improvement and healthy and sustainable development of the company. The company actively cooperated with the on-site visits and exchanges carried out by independent directors to ensure the development of various work.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In accordance with the relevant provisions of laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies, the company law, the securities law and the articles of association, we have carefully reviewed the company’s major related party transactions and daily related party transactions, and expressed the following opinions on the expected matters of related party transactions of the company in 2021:
The expected events of the company’s related party transactions in 2021 comply with the principle of seeking truth from facts. The related party transactions between the company and related parties comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The prices involved in the related party transactions are objective and fair, which is conducive to the company’s business development. The related party transactions are fair and reasonable, and do not harm the interests of other shareholders of the company, especially small and medium-sized shareholders.
(II) external guarantee and fund occupation
In accordance with the spirit of the notice on regulating the external guarantee behavior of listed companies issued by the China Securities Regulatory Commission and the China Banking Regulatory Commission, we have conducted a special audit on the external guarantee matters of Jiangsu Expressway Company Limited(600377) as of December 31, 2021, and now issue special instructions and independent opinions as follows:
After verification, as of December 31, 2021, except that the company provided guarantee for the comprehensive credit application of the wholly-owned subsidiary Ninghu commercial factoring (Guangzhou) Co., Ltd. (hereinafter referred to as “factoring company”), and the maximum balance of guarantee was RMB 670 million, there was no other guarantee provided in the current period of 2021.
(III) use of raised funds
In accordance with the provisions on the administration of raised funds of listed companies on Shanghai Stock Exchange and the management system for the special storage and use of raised funds of the company, we have focused on the supervision and review of the use of raised funds of the company, and believe that the storage and use process of raised funds of the company fully meets the requirements of relevant laws and regulations, and there are no violations.
(IV) nomination and remuneration of senior managers
During the reporting period, the company’s procedures for nominating and appointing senior managers were legal and standardized; The appointed senior managers comply with the relevant provisions of the company law and the articles of association, and have the qualification and ability to serve as senior managers of listed companies. It is not found that the appointed senior managers violate the relevant provisions of the company law, nor is it determined to be prohibited from entering the market by the CSRC. According to the production and operation of the company in 2021, the remuneration and assessment committee has made annual performance scores for each senior executive in combination with the division of responsibilities and annual index decomposition of each senior executive, and compared with the actual completion of each work index of the company in 2021; According to the annual salary plan for directors, supervisors and senior executives of the company and in combination with the annual performance scores of senior executives, the annual performance salary and year-end bonus of senior executives of the company are determined. It is considered that the salary paid by the company to senior executives in 2021 is fair and reasonable, in line with the relevant salary policies and assessment standards of the company, and there is no violation of the salary management system of the company.
(V) performance forecast and performance express
During the reporting period, the company did not issue performance forecast and performance express.
(VI) appointment or replacement of accounting firms
According to the relevant provisions of the Trial Measures for the audit quality management of accounting firms selected and employed by provincial enterprises issued by Jiangsu SASAC, the original appointment of Deloitte Huayong Certified Public Accountants (special general partnership) has exceeded the employment period. Since 2021, the company needs to change its accounting firm.
The company held the 28th meeting of the 9th board of directors on March 26, 2021, considered and agreed to appoint KPMG Huazhen Certified Public Accountants (special general partnership) (hereinafter referred to as “KPMG Huazhen”) as the auditor of the company’s 2021 annual financial report and internal control auditor, and agreed to submit this proposal to the general meeting of shareholders for deliberation.
The 2020 annual general meeting of shareholders of the company approved the appointment of KPMG Huazhen as the domestic auditor of the company in 2021. Comply with the standards for the governance of listed companies, the articles of association and the working system of independent directors.
(VII) cash dividends and other investor returns
In order to further standardize the company’s behavior, protect the interests of the company and the majority of investors, and promote the healthy and stable development of the company, according to the company law and the notice on further implementing matters related to cash dividends of listed companies (Zheng Jian Fa [2012] No. 37) issued by the CSRC, the cash dividend clauses in the articles of association have been revised to clarify the cash dividend policy and the principle of not paying cash dividends
