Report on the work of independent directors in 2021
Shareholders and shareholder representatives:
As an independent director of Canny Elevator Co.Ltd(002367) (hereinafter referred to as “the company”), we faithfully perform our duties, fulfill our duties and perform our duties diligently in strict accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board, guidelines for the governance of listed companies, rules for independent directors of listed companies, articles of association, working system of independent directors and other relevant provisions, Actively attend relevant meetings, carefully consider various proposals of the board of directors, express independent opinions on major issues of the company, and give full play to the due role of independent directors and members of special committees in promoting the standardized operation and steady development of the company and effectively safeguarding the interests of the company and all shareholders.
The performance of duties in 2021 is reported as follows:
1、 Attendance at the meeting
In 2021, we actively participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed various proposals, took the initiative to understand the matters under consideration, actively participated in the discussion and put forward reasonable suggestions, and expressed our opinions objectively, fairly and independently, so as to play a positive role in the scientific decision-making of the board of directors; The convening and holding of relevant meetings of the company comply with legal procedures, and major business decision-making and other major matters have fulfilled relevant examination and approval procedures, which are legal and effective. Our attendance at the board of directors and general meeting of shareholders in 2021 is as follows:
Appointment status of independent directors in 2021, the directors who should attend the on-site meeting shall be entrusted to attend the meeting by means of communication. The names of shareholders plus the number of meetings of the board of directors plus the number of meetings of the board of directors plus the number of meetings of the board of directors
Ma Jianping is currently 8 3 5 01
Han Jian is currently 8 4 0 2
Guo Jun is currently 8 35 02
We voted in favour of all proposals considered at all board meetings during the reporting period, without objection or abstention. We have no objection to relevant matters of the company.
2、 Participation in the work of the special committee
1. Audit Committee
In 2021, the audit committee held four meetings, focusing on the review of the company’s regular financial reports, work reports of internal audit institutions, internal audit reports of financial products, changes in accounting policies, renewal of audit institutions and other matters, giving full play to the audit and supervision functions of the audit committee, communicating with internal and external audit institutions, regularly consulting the company’s financial statements and operating data, and verifying the company’s internal control construction, Effectively control relevant risks. 2. Strategic decision making Committee
In 2021, the strategic decision-making committee held five meetings, focusing on the consideration of major strategic matters such as the company’s profit distribution, share repurchase and foreign investment, and put forward suggestions on the long-term development strategy in combination with the company’s own and industry development, so as to give full play to the role of supervision and effectively safeguard the interests of the company and the majority of investors. 3. Nomination Committee
In 2021, the nomination committee held one meeting to review the list of members of EMT project team. At the same time, the nomination committee paid daily attention to the employment dynamics of directors and senior managers, and did not find any situation that the company law and relevant laws and regulations prohibit them from serving as directors and senior managers of listed companies.
4. Remuneration and assessment committee
In 2021, the remuneration and assessment committee held three meetings to assess the performance remuneration of senior managers in 2020, and check the list of reserved stock options granted in the company’s 2020 equity incentive plan, the list of exercisable incentive objects in the first exercise period of stock options granted for the first time, the list of unlocking objects in the second phase of employee stock ownership plan, etc.
We attended the above meetings in person, and there was no entrusted attendance.
3、 Independent opinions
(I) on March 29, 2021, the company held the 9th meeting of the 5th board of directors, and issued prior approval opinions and independent opinions on relevant matters as follows:
1. Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties in 2020
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and the notice on regulating the external guarantee behavior of listed companies (Zheng Jian Fa [2005] No. 120) issued by the CSRC, we seek truth from facts Based on the principle of objectivity and impartiality, we checked the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties in 2020. We believe that:
(1) During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties, nor did it occupy the company’s funds by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period.
(2) During the reporting period, the company and its subsidiaries did not provide guarantees for shareholders, actual controllers and their affiliates, any unincorporated units or individuals, and there were no external guarantees that occurred in the previous period and continued to the reporting period.
2. Independent opinions on the self-evaluation report of internal control in 2020
After verification, we believe that the 2020 internal control self evaluation report of the company comprehensively, objectively and truly reflects the actual situation of the construction of the company’s internal control system, the implementation and supervision of the internal control system. The company’s internal control system meets the requirements of relevant laws, regulations and securities regulatory authorities, is applicable to the current management requirements and development needs of the company, and has been effectively implemented. In 2020, the company implemented in strict accordance with the relevant provisions of the company’s internal control system, ensuring the standardized operation and management of the company, which is conducive to maintaining the stable development of the company. It has played a positive role in controlling and preventing operation and management risks, protecting the legitimate rights and interests of investors, and promoting the standardized operation and healthy development of the company.
3. Independent opinions on the self inspection form for the implementation of internal control rules
After verification, we believe that the self inspection form for the implementation of internal control rules truly and objectively reflects the implementation of the company’s internal control rules.
4. Independent opinions on developing bill pool business
At present, the company is in good operation. Through the bill pool business, the company can manage the notes receivable and notes payable to be issued as a whole, reduce the occupation of funds and improve the utilization rate of funds, without damaging the interests of the company and minority shareholders. We agree that the company and its subsidiaries shall use the bill pool limit of no more than RMB 80 million, that is, the total spot balance of pledged and mortgaged bills used to carry out bill pool business with all cooperative banks shall not exceed RMB 80 million. The above limit can be used on a rolling basis.
5. Independent opinions on applying for bank comprehensive credit line
After verification, we believe that the company and the holding subsidiaries are the company and the holding subsidiaries that, after verification, we believe that after verification, we believe that the company and the holding subsidiaries have proposed to each bank (including but not limited limited to the 601 Agricultural Bank Of China Limited(601288) \ , China Citic Bank Corporation Limited(601998) ) the total amount of comprehensive credit applied for shall not exceed RMB 3.4 billion. It is mainly to meet the capital needs of the company’s production, operation and business development, and there is no behavior damaging the interests of the company and shareholders. Therefore, we agree to the company’s application for bank credit line this time and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
6. Independent opinions on the company and its subsidiaries using their own funds to purchase financial products
At present, the company operates well and its financial situation is stable. On the premise of ensuring the safety of funds, the company and its subsidiaries use their own funds to choose the opportunity to buy financial products, which can improve the efficiency and income of funds and create more return on investment for the company and its shareholders. It will not have an adverse impact on the production and operation of the company, nor will it damage the interests of the company and all shareholders, especially small and medium-sized shareholders.
We agree that the company and its subsidiaries use their own idle funds with a total spot balance of no more than RMB 1.6 billion to choose the opportunity to buy financial products. The above quota can be used in a rolling manner. It is agreed to submit the proposal to the 2020 annual general meeting of shareholders of the company for deliberation.
7. Independent opinions on the proposed sale and revitalization of some real estate
The company plans to sell and revitalize some real estate, which can effectively revitalize the company’s stock assets, improve the company’s cash flow and maximize the company’s interests, which is in line with the company’s medium and long-term development strategy. There is no damage to the rights and interests of the company and minority shareholders. This real estate sale does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and the deliberation and voting procedures of the board of directors of the company are legal and compliant.
In conclusion, we agree that the company plans to sell and revitalize some real estate and agree to submit the matter to the general meeting of shareholders for deliberation.
8. Independent opinions on 2020 profit distribution plan
After verification, the independent directors of the company believe that the 2020 profit distribution plan of the company takes into account the reasonable demands of investors and the capital needs of the company’s sustainable development, complies with the company law, the articles of association and the relevant provisions of the securities regulatory authorities on profit distribution, is conducive to the long-term development of the listed company, and does not damage the legitimate rights and interests of the company and shareholders, especially small and medium-sized investors. We agree that the proposal will be submitted to the 2020 annual general meeting of shareholders of the company for deliberation.
9. Prior approval opinions and independent opinions on the company’s renewal of the accounting firm
(1) Prior approval opinion: we believe that Tianheng Certified Public Accountants (special general partnership) can fulfill its duties in the audit service, follow the professional standards of independence, objectivity and impartiality, and the reports issued can objectively and truly reflect the actual situation, financial status and operating results of the company. It can meet the work requirements of the company’s financial audit in 2021. Therefore, we agree to submit the matter of the company’s renewal of Tianheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 to the board of directors for deliberation.
(2) Independent opinion: after verification, Tianheng Certified Public Accountants (special general partnership) is qualified for securities business. In the process of cooperation, Tianheng Certified Public Accountants (special general partnership) can independently complete the audit work in accordance with relevant laws, regulations and policies. The audit reports issued for the company objectively and fairly reflect the financial status and operating results of the company in each period. The company is very proud of its work efficiency, professionalism Satisfied with the service attitude. In order to maintain the continuity and stability of the company’s audit work, in accordance with relevant national laws and regulations and the relevant provisions of the articles of association, we agree to renew the appointment of Tianheng Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2021 and submit it to the company’s 2020 annual general meeting for deliberation.
10. Independent opinions on the shareholder return plan for the next three years (20212023)
The guidelines on the preparation of future dividends of listed companies (No. 20232023) and the regulatory documents on the issuance of cash dividends of listed companies issued by the Securities Regulatory Commission of the people’s Republic of China (CSRC) are in line with the provisions of the guidelines on the preparation of future dividends of listed companies (No. 20232023), It is conducive to guiding investors to establish the concept of long-term investment and value investment, and better protect the interests of investors, especially small and medium-sized investors. Therefore, we agree to the plan and agree to submit it to the general meeting of shareholders of the company for deliberation.
(II) on May 24, 2021, the company held the 11th meeting of the 5th board of directors and expressed independent opinions on relevant matters as follows:
1. Independent opinions on adjusting the exercise price of 2020 stock option incentive plan
After verification, we believe that the company’s adjustment of the exercise price of stock options in the 2020 stock option incentive plan complies with the provisions on the adjustment of the exercise price of stock options in the measures for the administration of equity incentive of listed companies and the Canny Elevator Co.Ltd(002367) 2020 stock option incentive plan, and the adjustment has been authorized by the general meeting of shareholders and performed the necessary procedures, which is in line with the interests of the company and all shareholders. Therefore, we agree that the company will adjust the exercise price of stock options under the 2020 stock option incentive plan.
2. Independent opinions on granting incentive objects with some stock options reserved in the 2020 stock option incentive plan
After verification, we believe that:
(1) The incentive objects reserved and granted by the company in this incentive plan meet the incentive object conditions specified in the administrative measures for equity incentive of listed companies and other relevant laws, regulations and normative documents, meet the incentive object scope specified in the company’s Canny Elevator Co.Ltd(002367) 2020 stock option incentive plan, and meet the grant conditions specified in the company’s Canny Elevator Co.Ltd(002367) 2020 stock option incentive plan, The subject qualification as the incentive object of the company’s incentive plan is legal and effective.
(2) The board of directors determined that the grant date of some stock options reserved in the incentive plan of the company is May 24, 2021, which complies with the relevant provisions on the grant date of stock options in the administrative measures for equity incentive of listed companies and the Canny Elevator Co.Ltd(002367) 2020 stock option incentive plan, At the same time, this grant is also in line with the conditions and regulations on the granting of stock options to the incentive object in the company’s Canny Elevator Co.Ltd(002367) 2020 stock option incentive plan.
In conclusion, the independent directors unanimously agreed that the company would set May 24, 2021 as the grant date of some stock options in this incentive plan and grant 1.38 million stock options to 68 incentive objects who met the grant conditions. (III) on July 22, 2021, the company held the 12th meeting of the 5th board of directors and expressed independent opinions on relevant matters as follows:
1. Independent opinions on cancellation of some stock options in 2020 stock option incentive plan
After verification, we believe that: in view of the fact that 22 of the incentive objects first granted by the company’s 2020 stock option incentive plan have resigned for personal reasons and do not meet the incentive conditions, the company will cancel the stock options granted but not exercised by the 22 incentive objects; At the same time, four incentive pairs
