Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as “the company”), in accordance with the company law, the securities law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies, the Shantui Construction Machinery Co.Ltd(000680) articles of Association (hereinafter referred to as “the articles of association”) and the working system of independent directors of the company and other relevant laws and regulations, he has performed his duties diligently and actively attended relevant meetings in 2021, Carefully deliberated various proposals of the board of directors, expressed independent opinions on relevant matters of the company, and effectively safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. The work in 2021 is reported as follows:
1、 Attendance and voting
In 2021, the company held 7 Board meetings, and I personally participated in all 7 Board meetings without absence. Before the meeting, communicate with the management to understand the improvement and implementation of the company’s production and operation, management and internal control systems, carefully review the proposal materials and relevant introductions, obtain the information needed to make accurate decisions, make independent, objective and prudent judgments, and exercise their voting rights on this basis. During the meeting, carefully listen to and consider each topic, actively participate in the discussion and put forward reasonable suggestions. In case of no objection to the proposals and other matters of the board of directors this year, they voted in favour of the proposals of the board of directors.
2、 Opinions of independent directors
In 2021, I and the other two independent directors of the company had a clear division of labor in the company’s major decisions and investment, could play a professional role, put forward professional opinions and suggestions, and expressed independent opinions on the appointment of directors and senior managers, daily connected transactions, profit distribution plan, external guarantee, provision for asset impairment, share repurchase and other major matters, It has played an important role in promoting the scientific decision-making and sustainable and orderly development of the company’s board of directors, and also played a positive role in safeguarding the rights and interests of shareholders of the public.
(I) at the 7th Meeting of the 10th board of directors held on February 8, 2021, the independent directors expressed their opinions on the proposal on the expected daily connected transactions in 2021:
The proposal truly reflects the daily related party transactions of the company. The expected daily related party transactions are related to the normal operation of the company, which is conducive to the smooth progress of the company’s production and operation and does not damage the interests of the company and other shareholders,
In 2020, the actual amount of related party transactions between the company and its subsidiaries and Linyi mountain heavy excavator Co., Ltd., Dezhou Degong Machinery Co., Ltd., Sinotruk Jinan Truck Co.Ltd(000951) , Sinotruk Jinan Truck Co.Ltd(000951) Group International Co., Ltd. and Komatsu Shantui Construction Machinery Co., Ltd. was different from the expected upper limit amount, mainly due to the difference in procurement and sales business and expected amount between the company and the above related parties due to the impact of market environment, It is in line with the actual operation of the company and the overall interests of the company and its shareholders. There are no acts and circumstances damaging the company and non affiliated shareholders, and it is in line with the provisions of relevant laws and regulations and the articles of association.
As an independent director of the company, I agree to the proposal on the expected daily connected transactions in 2021 deliberated by the board of directors, and agree to submit the proposal to the general meeting of shareholders of the company for deliberation, and the connected shareholders must avoid voting.
(II) at the 8th meeting of the 10th board of directors held on April 28, 2021, the independent directors expressed their opinions on the following matters:
1. Special instructions and independent opinions on the occupation of funds and external guarantee of related parties of the company
In accordance with the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the articles of association and the internal control system of external guarantee of the company, as an independent director of the company, with a serious and responsible attitude, The occupation of funds with the controlling shareholders and other related parties and the external guarantee of the company have been verified. The relevant information is now explained as follows: during the reporting period, all capital transactions with the controlling shareholders and other related parties were generated by business activities, the capital liquidation was timely, there was no occupation of non-commercial funds, and there were no violations that affected the independence and use of funds of the company in other forms or disguised forms, There is no external guarantee. I believe that the company can comply with the provisions of relevant laws and regulations, and there was no non operational occupation of the company’s funds by controlling shareholders and other related parties during the reporting period; No guarantee has been provided for the controlling shareholder, other related parties, any unincorporated unit or individual.
2. Independent opinions on the company’s profit distribution plan
In accordance with the guiding opinions on the establishment of independent director system in listed companies and the relevant provisions of the articles of association of the China Securities Regulatory Commission, as an independent director of the company, I have carefully understood the company’s profit in 2020 with a loyal and diligent working attitude, and considered the actual situation of the company’s production, operation and investment project capital demand in 2021, so as to further improve the company’s profitability, The company’s profit distribution plan for 2020 is: in 2020, the company will not distribute profits or convert capital reserve into share capital. I agree with the company’s reason and explanation that neither profit distribution nor conversion of capital reserve to share capital will be carried out this year. The scheme does not harm the interests of minority shareholders. I agree with the above profit distribution plan and agree to submit it to the company’s 2020 annual general meeting for deliberation.
3. Independent opinions on the evaluation report of the company’s internal control
In accordance with the requirements of the basic norms of enterprise internal control, the guidelines for the evaluation of enterprise internal control and other relevant laws and regulations jointly issued by the Ministry of finance, the CSRC and other departments, I carefully checked the evaluation of the company’s internal control in 2020, communicated with the company’s management and relevant management departments, consulted the company’s management system, and followed the principles of fairness, impartiality, honesty and credibility, We hereby express our opinions on the following issues:
The company has established a relatively perfect internal control system and can be effectively implemented. The establishment of various internal control systems meets the actual needs of the current production and operation of the company and the requirements of relevant national laws, regulations and regulatory authorities. All processes, key links and major risks of enterprise management can be carried out in accordance with the provisions of various systems, and no violation of the internal control guidelines of listed companies and the company’s internal control system of Shenzhen stock exchange is found. The 2020 internal control evaluation report issued by the company can truly reflect the actual situation of the company’s internal control and the work and achievements of the company in internal control, which is objective and complete. I agree with the evaluation report.
4. Independent opinions on carrying out financial leasing business with Shanzhong Financial Leasing Co., Ltd
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, based on the position of independent judgment and after reviewing the proposal and relevant materials of this meeting, the independent opinion is issued: the deliberation and decision-making procedure of the connected transaction complies with the provisions of relevant laws, regulations and the articles of association, complies with the commercial terms of financial leasing business, and is conducive to the product sales and market development of the company, Without prejudice to the interests of the company and other shareholders, the company agrees to carry out financial leasing business with Shanzhong Financial Leasing Co., Ltd.
5. Independent opinions on the company’s continued employment of accounting firms
Daxin Certified Public Accountants (special general partnership) adhered to the independent auditing standards, conducted various special audits and financial statement audits for the company, ensured the smooth development of the company’s work, better fulfilled the responsibilities and obligations specified in the employment contract, and maintained the continuity and stability of the company’s external audit work, We agree to renew the appointment of Daxin Certified Public Accountants (special general partnership) as the financial and internal control audit institution of the company.
（3） At the 9th meeting of the 10th board of directors held on April 29, 2021, the independent directors expressed their opinions on the proposal on using bank acceptance bills to pay the funds of raised investment projects and replace them with the raised funds in equal amount: the company’s use of bank acceptance bills (including endorsement transfer) to pay the funds of raised investment projects is conducive to improving the use efficiency of raised funds, Moreover, the company has formulated specific operation procedures for the payment of raised investment projects by using bank acceptance bills (including endorsement transfer), which will not affect the normal progress of raised investment projects of the company, and there is no disguised change in the investment direction of raised funds, which is in line with the interests of the company and shareholders, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange Guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, etc.
I agree that the company will use the bank acceptance bill (including endorsement and transfer) to pay the fund of the raised investment project and replace it with the raised fund in the same amount.
(IV) at the 10th meeting of the 10th board of directors held on May 13, 2021, the independent directors expressed their opinions on the following matters:
1. Independent opinions on adding directors of the company
After reviewing the qualifications of Mr. Wu Jianyi and his personal experience of the candidates nominated by the company in 2021, the company will submit the following opinions based on the review of the qualifications of Mr. Wu Jianyi and the additional work experience of the candidates as required by the company’s interim general meeting of directors, and issue the following opinions based on the position of Mr. Wu Jianyi in 2021.
2. Independent opinions on the appointment of senior managers of the company
After reviewing Mr. Wu Jianyi’s personal resume, work experience and other relevant materials, and based on the position of independent judgment, the independent opinions are as follows: the personnel employed by the company have the post conditions suitable for the exercise of their functions and powers; The nomination, deliberation and voting procedures comply with the relevant provisions of laws, regulations and the articles of association. Agree to appoint Mr. Wu Jianyi as the deputy general manager and chief financial officer of the company until the end of the term of office of the current board of directors.
(V) at the 11th meeting of the 10th board of directors held on July 2, 2021, the independent opinions on repurchase and cancellation of some restricted shares were issued:
After verification, I believe that this repurchase and cancellation of some restricted shares complies with the company law, securities law, administrative measures and other relevant laws, regulations, normative documents and the relevant provisions of the company’s incentive plan, does not damage the rights and interests of the company and all shareholders, will not have a substantive impact on the company’s financial status and operating results, and will not affect the diligence of the company’s management team, I agree to the company’s repurchase and cancellation of some restricted shares. (VI) at the 12th meeting of the 10th board of directors held on August 30, 2021, the independent directors expressed their opinions on the following matters:
1. Special instructions and independent opinions on the occupation of funds and external guarantee of related parties of the company
In accordance with the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2003] No. 56), the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), the articles of association and the internal control system of external guarantee of the company, as an independent director of the company, with a serious and responsible attitude, After checking the occupation of funds with controlling shareholders and other related parties and the company’s external guarantee, the relevant information is explained as follows:
During the reporting period, all capital transactions with controlling shareholders and other related parties were generated from business activities, and the capital liquidation was timely. There was no occupation of non operating funds, no violation affecting the company’s independence and capital use in other forms or disguised forms, and no external guarantee.
I believe that the company can comply with the provisions of relevant laws and regulations, and there was no non operational occupation of the company’s funds by controlling shareholders and other related parties during the reporting period; No guarantee has been provided for the controlling shareholder, other related parties, any unincorporated unit or individual.
2. Independent opinions on the company’s profit distribution plan
In accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies and the articles of association of the CSRC, as an independent director of the company, I have carefully understood the profit of the company in the half year of 2021 with a loyal and diligent working attitude. In accordance with the provisions of relevant laws and regulations, the articles of association and the long-term development needs of the company, the company formulates the 2021 semi annual profit distribution plan as follows: Based on the total share capital on the equity registration date when the 2021 semi annual profit distribution plan is implemented in the future, the company will distribute cash dividends of RMB 0.10 (tax included) to all shareholders for every 10 shares, without bonus shares, capital reserve will not be converted into share capital, and the remaining undistributed profits will be transferred to future annual distribution.
In my opinion, the scheme does not harm the interests of minority shareholders, complies with the relevant provisions of laws and regulations and the actual situation of the company. From the long-term interests of shareholders and the company, I agree to the above profit distribution plan and submit it to the general meeting of shareholders for deliberation.
3. Independent opinions on the deposit and actual use of raised funds in the half year of 2021
The special report on the deposit and actual use of raised funds in the first half of 2021 prepared by the board of directors of the company truly and objectively reflects the deposit and actual use of raised funds in the first half of 2021. During the reporting period, the deposit and use of the company’s raised funds complied with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies. The raised funds were stored and used in a special account. The specific use of the raised funds was consistent with the information disclosed by the company, and there was no change in the purpose of the raised funds and damage to the interests of the company and shareholders, There is no illegal use of the raised funds.
4. Independent opinions on increasing the amount of some daily connected transactions in 2021
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, as an independent director of the company, based on my independent judgment and after reviewing the proposal and relevant materials of this meeting, I agree to submit the proposal on increasing the quota of some daily connected transactions in 2021 to the 12th meeting of the 10th board of directors of the company for deliberation, And expressed an independent opinion that: the proposal was made by the company in combination with the actual needs of production and operation, and the adjusted daily connected transaction amount will more objectively reflect the authenticity of the company’s daily connected transactions and the accuracy of relevant data. The examination and approval procedures performed comply with the provisions of relevant laws and regulations and do not harm the interests of the company and other shareholders.
5. Independent opinions on liquidation and cancellation of wholly owned subsidiaries
I think: after the completion of this liquidation and cancellation, Shandong Shantui Logistics Co., Ltd. will no longer be included in the scope of the company’s consolidated financial statements, but it is conducive to the company’s optimization of overall resource allocation, in line with the company’s overall development strategy and in line with
