Kweichow Moutai Co.Ltd(600519)
Report on the work of independent directors in 2021
As independent directors of Kweichow Moutai Co.Ltd(600519) (hereinafter referred to as the company), we faithfully and diligently perform our duties and strive to play the role of independent directors in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the listing rules of Shanghai Stock Exchange and other laws and administrative regulations, as well as the provisions and requirements of the articles of association and the independent director system of the company, Safeguarding the overall interests of the company. The report on our performance of duties in 2021 is as follows:
1、 Basic information of independent directors
Lu Jinhai: now he is the partner of Shenzhen Qianhai Daoming Investment Management Co., Ltd., and Kweichow Moutai Co.Ltd(600519) independent director.
Xu Dingbo: Currently, he is the Chair Professor, deputy provost, Secretary General of the education development foundation, chairman of the cgma100 North Asia Management Accounting leadership think tank, vice president of the Chinese Association of chief accountants, executive director of the editorial board of China management accounting, independent director of France Industrial Bank Co.Ltd(601166) (China) Co., Ltd., Kweichow Moutai Co.Ltd(600519) independent director, and independent director of JD group.
Zhang Jingzhong: now the director of Zhejiang Tiance law firm, Shanghai M&G Stationery Inc(603899) independent director, Kweichow Moutai Co.Ltd(600519) independent director, Gansu Huangtai Wine-Marketing Industry Co.Ltd(000995) independent director.
Our work experience, professional background, part-time work and independence meet the normative requirements of listed companies, and there is no situation affecting our independence.
2、 Performance overview
(I) attendance at meetings of the board of directors and the general meeting of shareholders
During the reporting period, the company held 13 meetings of the board of directors and two general meetings of shareholders. We actively participated in various meetings, and the attendance at the meetings is as follows:
Attendance at board meetings and shareholders’ meetings
Name: whether there are two consecutive appointments in person
In this year, the number of absentees and non attendance in person with the corresponding party shall be the number of attendance plus the number of meetings
number
Lu Jinhai 13 12 1 0 No 1
Xu Dingbo 13 0 0 0 No 1
Zhang Jingzhong 13 0 0 0 No 2
(II) deliberation of proposals and expression of independent opinions
During the reporting period, the company held two general meetings of shareholders and considered and adopted 15 proposals; 13 board meetings were held and 46 proposals were considered and adopted. We actively attended the general meeting of shareholders, the board of directors and special committee meetings of the company, carefully reviewed the meeting materials, fully expressed our opinions on relevant proposals by using our professional knowledge, and made independent and objective judgments on the basis of in-depth understanding of the proposals. We have expressed independent opinions on the company’s profit distribution, daily related party transactions, internal control, appointment of financial audit institutions and internal control audit institutions, nomination of director candidates, appointment of senior managers and other major matters.
(III) other performance of duties and cooperation of the company
During the reporting period, we learned about the company’s production and operation through various ways and supervised the implementation of the resolutions of the board of directors. The company regularly reports major production and operation matters to us. The board of directors, the board of supervisors and the management of the company have given strong support to us in performing our duties to ensure that we fully exercise our power.
3、 Key concerns
(I) related party transactions
During the reporting period, we focused on the implementation of the company’s related party transactions, attached great importance to the management of related party transactions, carefully considered the company’s proposal on daily related party transactions, and expressed independent opinions. In the voting process of the proposal, the company’s affiliated directors avoided voting, and the voting procedure was legal and effective. We believe that the daily related party transactions between the company and related parties are normal transactions that need to occur in the daily production and operation of the company. The pricing principle is reasonable, and we have not found any damage to the interests of the company and other shareholders, especially minority shareholders.
(II) external guarantee and fund occupation
We checked the external guarantee and capital occupation of the company, and there was no external guarantee and non operating capital occupation of the controlling shareholder during the reporting period.
(III) use of raised funds
During the reporting period, the company did not raise funds or use the funds raised in the early stage to the current period.
(IV) nomination and remuneration of senior managers
During the reporting period, the nomination and appointment procedures of the board of directors for senior managers met the provisions of relevant laws, regulations and the articles of association. The remuneration of the company’s senior managers shall be implemented in accordance with the relevant provisions of Guizhou SASAC and the company’s measures for the assessment, evaluation and remuneration management of deputy leaders and measures for the implementation of wage management.
(V) performance related announcements
On January 4, 2021, the company issued the announcement on production and operation in 2020, which predicted the total operating revenue of the company in 2020, the net profit attributable to the shareholders of the listed company, the output of Maotai liquor and a series of liquor base liquor and other data. We believe that the company’s initiative to release the announcement of production and operation is conducive to investors’ timely understanding of the company’s production and operation.
(VI) appointment of accounting firms
The board of directors and the general meeting of shareholders of the company deliberated and approved the proposal on hiring financial audit institutions and internal control audit institutions in 2021. We approved the proposal in advance and expressed independent opinions. We believe that Tianzhi International Certified Public Accountants (special general partnership) is qualified and competent to provide audit services for listed companies. In providing audit services for the company, it can abide by its duties and follow the principles of independence, objectivity and impartiality.
(VII) cash dividends and other investor returns
During the reporting period, the board of directors and the general meeting of shareholders of the company considered and approved the profit distribution plan for 2020. We approved the proposal in advance and expressed independent opinions. The company decided to distribute a cash dividend of 192.93 yuan (including tax) to all shareholders for every 10 shares, with a total profit of 24.236 billion yuan, accounting for 51.90% of the net profit attributable to shareholders of listed companies. The profit distribution plan has been implemented in June 2021.
(VIII) performance of commitments of the company and shareholders
China Kweichow Moutai Co.Ltd(600519) distillery (Group) Co., Ltd., the controlling shareholder of the company, promises to promote the formulation of equity incentive measures for the company’s management and core technical team by the end of December 2017. As the superior competent department has not issued relevant guidance and specific measures, it has not been implemented at present.
(IX) implementation of information disclosure
During the reporting period, the company issued 4 regular reports and 30 temporary announcements on the website of Shanghai Stock Exchange and designated media. We have supervised the implementation of the company’s information disclosure. We believe that the company has strictly complied with the relevant provisions of the measures for the administration of information disclosure of listed companies of the CSRC, the Listing Rules of Shanghai Stock Exchange, the articles of association and the measures for the administration of information disclosure, and has truly, accurately and completely disclosed the relevant announcements.
(x) implementation of internal control
During the reporting period, we fully understood the company’s internal control. We believe that the company carried out internal control evaluation and audit in strict accordance with the requirements of the basic norms of enterprise internal control, which effectively reflects the company’s internal control.
（11） Operation of the board of directors and its subordinate special committees
During the reporting period, the company held 13 meetings of the board of directors and 7 meetings of special committees. The board of directors and special committees of the company actively carried out their work and earnestly performed their duties in accordance with the company law, the articles of association and other relevant provisions. The convening procedures and convening procedures of the meeting met the relevant requirements.
4、 Overall evaluation and recommendations
During the reporting period, we faithfully and diligently performed our duties in strict accordance with the relevant requirements of listed companies, actively communicated with the board of directors, the board of supervisors and the management, deeply understood the company’s operating conditions, paid close attention to the company’s major issues, used our professional knowledge, provided opinions and suggestions for the company’s decision-making, and prudently voted on the proposal of the board of directors.
In 2022, we will continue to exercise the functions and powers of independent directors prudently, seriously and objectively in the spirit of integrity, diligence and responsibility to the company and all shareholders, give full play to the role of independent directors, safeguard the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders, and promote the high-quality development of the company.
Kweichow Moutai Co.Ltd(600519) independent director
Lu Jinhai, Xu Dingbo, Zhang Jingzhong
March 29, 2022
