Anhui Expressway Company Limited(600012)
Report on the work of independent directors in 2021
As an independent director of Anhui Expressway Company Limited(600012) (hereinafter referred to as “the company”), in 2021, we performed our duties diligently and faithfully in strict accordance with the provisions of relevant laws and regulations and the requirements of rules and regulations, such as the company law, the securities law, the rules for independent directors of listed companies, the stock listing rules of Shanghai Stock Exchange, the articles of association, the annual report working system of independent directors, based on the principle of independence, objectivity and impartiality, Timely, comprehensively and deeply understand the operation status of the company, and earnestly safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders. The performance of duties in this year is reported as follows:
1、 Basic information of independent directors
(I) work experience, professional background and part-time work
Mr. Liu Hao, born in 1978, has a doctor of accounting. He is currently a professor and doctoral supervisor of the school of accounting of Shanghai University of Finance and economics, an advisory member of the third Enterprise Accounting Standards Advisory Committee of the Ministry of finance, and the third national accounting leader (Academic) talent of the Ministry of finance. He is also an independent director of Shanghai Shenergy Company Limited(600642) , Shanghai Xuerong Biotechnology Co.Ltd(300511) , Shanghai Hajime Advanced Material Technology Co.Ltd(301000) , Hubei Huitian New Materials Co.Ltd(300041) , and Shanghai Zhizhen new energy Co., Ltd. He has been an independent director of the company since August 17, 2017.
Mr. Zhang Jianping, born in 1968, has a postgraduate degree and a master of law. He once served as the chief staff member of Anhui supply and Marketing Cooperative Federation, the partner lawyer of Hefei Jun’an law firm and the partner lawyer of Anhui century Tianyuan law firm. He has been the chief lawyer of Anhui zhuotai law firm since May 2007.
Ms. Fang Fang, born in 1974, holds a master’s degree and an MBA. She used to be the managing director of tybourne capital manangement and the partner, partner and fund manager of Yuanshan Capital Management Co., Ltd.
(II) description of independence
1. We do not work in the company or its affiliated enterprises with our immediate family members and major social relations; Not directly or indirectly holding 1% or more of the issued shares of the company; Not the top ten shareholders of the company; Do not work in the shareholder units that directly or indirectly hold 5% or more of the issued shares of the company, and do not work in the top five shareholder units of the company.
2. We have not provided financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and have not obtained additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel.
Therefore, there is no situation affecting independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors this year
Independent directors should attend in person this year and entrust to attend in absentia by means of communication
Name board of directors (Times) (Times) attendance (Times) (Times)
Liu Hao 11 0 0
Zhang Jianping 11 0 0
Fang Fang 11 0 0
Note: according to the articles of association, attending the meeting by telephone or other electronic communication is deemed to be in person.
In 2021, we carefully prepared and attended all the board meetings held by the company, and performed our duties with a prudent and responsible attitude. During the reporting period, the company’s operations were legal and compliant, and the proposals of the board of directors were in line with the needs of the company’s development and the interests of the majority of shareholders. Therefore, we have not raised any objection to the resolutions of the board of directors of the company in 2021, nor proposed to convene the board of directors, the general meeting of shareholders or publicly solicit voting rights from shareholders.
(II) attendance at the general meeting of shareholders
Independent directors should attend the general meeting of shareholders in person and be absent this year
Name (Times) (Times) (Times)
Liu Hao 3 0
Zhang Jianping 3 0
Fang Fang 3 3 0
In 2021, we attended the 2020 annual general meeting of shareholders held in May 2021, the first extraordinary general meeting of shareholders held in July 2021 and the second extraordinary general meeting of shareholders held in December 2021, carefully considered various proposals, exercised voting rights with a rigorous and responsible attitude, fully exercised our responsibilities and safeguarded the overall interests of the company and the interests of minority shareholders. This year, we did not raise any objection to the resolutions of the general meeting of shareholders. (III) convening of professional committees of the board of directors
We have organized and attended all meetings of the 2021 strategic development and Investment Committee, human resources and Remuneration Committee and audit committee in accordance with relevant regulations, and put forward independent and reasonable suggestions for the steady development and improvement of management of the company according to our professional expertise and the relevant requirements of the working rules of the special Committee of the board of directors.
(IV) on site investigation of the company and the company’s cooperation with independent directors
In 2021, we conducted an on-site investigation on the company, actively understood the company’s operation and management and financial situation, listened to the internal audit report, deeply studied the economic environment, industry development trend and internal control construction faced by the company, and put forward relevant suggestions to the company, so as to promote the management improvement and sustainable and healthy development of the company. The management of the company attaches great importance to communication with us and regularly reports the production and operation of the company and the progress of major events, which provides complete conditions and support for us to perform our duties.
(V) annual audit and annual report preparation
In 2021, our performance of duties during the preparation of the annual report includes: (1) before the board of directors deliberates the annual report of this year, we communicated with the chief financial officer and statement preparers, communicated with accounting firms on the audit of the annual report and the internal control audit of financial report, put forward opinions and suggestions on the audit work, and formed written opinions; (2) Timely communicate the problems found in the audit process with the annual audit accountant, and actively organize and coordinate to solve them. After the accountant issues the preliminary audit opinion, review the financial statements again, and confirm the appropriateness of the accounting policies adopted in the financial report and the rationality of the accounting estimates, so as to ensure the company’s timely, accurate and complete disclosure of the company’s financial status and operating results.
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 related party transactions of the company and believe that the related party transactions of the company can be handled in accordance with the principles of “fairness, impartiality and openness”, and the deliberation procedures of the board of directors are legal and in line with the laws According to the regulations and the articles of association, the related directors avoid voting, and the transaction terms are fair and reasonable to the company and all shareholders.
We carefully reviewed all related party transactions of the company and objectively and fairly expressed our opinions. For example, in the case of the company paying cash to purchase 100% equity and related creditor’s rights of Anhui Anqing Yangtze River Highway Bridge Co., Ltd., the overseas independent directors were unable to express their opinions because they had limited knowledge of the bridge industry and were unable to investigate and understand the acquisition project on site due to the epidemic.
(II) external guarantee and fund occupation
In 2021, in accordance with the spirit of the notice on regulating the external guarantee behavior of listed companies issued by the CSRC, and with a practical and realistic attitude, we carefully understood and carefully verified the external guarantee of the company, and believed that the guarantee matters of the company complied with the relevant provisions of laws, regulations and the articles of association, fulfilled the necessary examination and approval procedures and information disclosure obligations, and there was no illegal guarantee. In addition, we also reviewed the special report on the occupation of funds by controlling shareholders and other related parties issued by PricewaterhouseCoopers Zhongtian certified public accountants, and found no case in which the controlling shareholders and their related parties embezzled the interests of the listed company.
(III) use of raised funds
During the reporting period, the company did not use the raised funds.
(IV) nomination and remuneration of directors and senior managers
During the reporting period, the company’s decision-making procedures for the nomination, appointment and removal of directors and senior managers met the provisions of the articles of association and relevant systems. Mr. Huang Yu was appointed as the company’s chief financial officer at the fifth meeting of the ninth board of directors, Mr. Zhang Xianxiang was appointed as the company’s general legal adviser at the seventh meeting of the ninth board of directors, and Mr. Tao Wensheng was appointed as the company’s general manager at the eighth meeting of the ninth board of directors The ninth session of the ninth board of directors nominated Mr. Chen Jiping as the new director of the company, and the 16th session of the ninth board of directors appointed Mr. Wu Changming as the deputy general manager of the company.
After reviewing the personal resumes and other materials of relevant directors and senior executives, we believe that their educational background, employment experience, professional ability and professional quality are competent for the responsibilities of the positions they are employed, their qualifications meet the relevant provisions of the company law and the articles of association, and there is no situation that they are not allowed to serve as directors and senior executives of the company as stipulated in the company law, As well as the situation that it is recognized as a market prohibited person by the CSRC or the prohibition has not been lifted. The above appointment and removal matters have been reviewed and approved by the human resources and Remuneration Committee of the board of directors, and the relevant nomination, recommendation, deliberation, voting procedures and voting results comply with the relevant provisions of the company law and the articles of association. We agree with the above appointment and nomination matters deliberated and approved by the board of directors of the company.
(V) performance forecast and performance express
On January 27, 2022, the company issued the notice from January 1, 2021 to 2021
According to the announcement of pre increase of performance during December 31, 2014, the pre increase of performance is mainly due to the decrease of operating revenue of the company in 2020 due to the impact of the epidemic.
(VI) appointment or replacement of accounting firms
During the reporting period, we attended the meeting of the audit committee of the board of directors, at which we proposed to renew the appointment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) and PricewaterhouseCoopers LLP as the auditors of the company in 2021, and submitted them to the board of directors and the general meeting of shareholders for review. (VII) cash dividends and other investor returns
During the reporting period, the 2020 annual general meeting of shareholders held on May 21, 2021 considered and approved the profit distribution plan of the company in 2020 as follows: Taking the total share capital of the company as 1658610000 shares, the company will pay cash dividends of RMB 2.3 (including tax) for every 10 shares, with a total dividend of RMB 3814803000. This year, the company does not implement the plan of converting capital reserve into share capital. The 2020 profit distribution plan of the company has been implemented on July 21, 2021.
We believe that the company’s profit distribution plan for 2020 is in line with the actual situation of the company and does not damage the interests of the company’s shareholders, especially the minority shareholders.
（8） Performance of commitments of the company and shareholders
During the reporting period, the company carefully cleaned up and inspected the performance of shareholders, related parties and their own commitments in accordance with the relevant notices of the CSRC. We believe that the two major corporate shareholders of the company can earnestly fulfill relevant public commitments, and there are no dishonest and trustworthy acts that damage the legitimate rights and interests of investors, such as fraud, insider trading, market manipulation and so on. During the reporting period, we actively coordinated and promoted various commitments, continued to pay attention to and urge the company to communicate with the exchange and Anhui Securities Regulatory Bureau in time and report the progress of the work.
(IX) implementation of information disclosure
We believe that the company can strictly perform the obligation of information disclosure in strict accordance with laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the relevant provisions of the company’s information disclosure management system, and the information disclosure of the company in 2021 is true, accurate, timely and complete.
(x) implementation of internal control
During the reporting period, we urged the company to continue to strengthen the implementation, supervision and inspection of internal control. The company has revised and improved various internal control systems according to the actual situation and management needs. According to the current situation of organizational structure adjustment of Wantong company, the company completed the optimization and construction of “three in one” internal control system in 2021, and arranged a nine month trial operation period, during which feedback will be collected quarterly, and the internal control system will be further optimized and improved according to the feedback results. At the same time, special training was carried out to strengthen internal control supervision, implement internal control self-evaluation, complete the effectiveness test of key control points, and issue the 2021 internal control evaluation report, which expounds and explains the objectives of the company’s internal control, the basic elements and implementation of the internal control system, and the overall evaluation results. The compliance operation was further strengthened and the anti risk ability was comprehensively improved.
By reviewing the company’s semi annual and annual internal control inspection summary reports and assisting the board of directors to make an independent evaluation on the effectiveness of internal control, we believe that the company’s internal control system and implementation are sound and effective, and we have not found any major defects in the design or implementation of internal control. （11） Operation of the board of directors and its subordinate special committees
In 2021, the board of directors of the company held 11 meetings. In accordance with the requirements of relevant laws, regulations and the articles of association, we carefully reviewed the meeting materials provided by the board of directors, attended the meetings of the board of directors and various professional committees with a prudent and responsible attitude, gave full play to their professional expertise, exercised their voting rights independently, objectively and carefully, and put forward many constructive opinions on major matters of the company, which effectively promoted the improvement of the standard governance level of the company. In addition, we actively participate in the training of the company’s internal and regulatory departments, timely understand the market dynamics and regulatory spirit, constantly enrich ourselves and promote the continuous improvement of our performance level.
In 2021, the audit committee held four meetings to review all performance announcements and financial reports of the year. We carefully prepared and participated in each meeting, fully communicated with the external auditors on the annual performance audit and annual financial report, and inspected and assessed the implementation of the company’s internal audit.
Strategic development and investment during the reporting period
