Cosco Shipping Holdings Co.Ltd(601919) 2021 work report of independent directors
Dear shareholders
As an independent director of Cosco Shipping Holdings Co.Ltd(601919) (hereinafter referred to as ” Cosco Shipping Holdings Co.Ltd(601919) ” or “the company”), we perform our duties independently, participate in the decision-making of major matters of the company and perform our duties diligently in strict accordance with the company law, the securities law, the guiding opinions on the establishment of an independent director system in listed companies, as well as the relevant requirements in the articles of association, the rules of procedure of the board of directors and the working rules of independent directors, Safeguard the legitimate rights and interests of the company and public shareholders, and give full play to the role of independent directors. The performance of duties in 2021 is reported as follows:
1、 Basic personal information
Cosco Shipping Holdings Co.Ltd(601919) the independent directors of the 6th board of directors are Mr. David Wu, Mr. Zhou Zhonghui, Mr. Zhang Songsheng and Mr. Ma Shiheng.
David Wu, an independent non-executive director – Mr. Wu has successively served as the deputy director of Huaneng Shanghai Shidongkou No.2 Power Plant, Huaneng Power International Inc(600011) Power Development Company Shanghai Branch, director of Huaneng Shanghai Shidongkou No.2 Power Plant, Huaneng Power International Inc(600011) deputy general manager, member of the Party group and director, chairman of Huaneng Weihai Power Plant, Xindian power plant, Rizhao Power Plant and Xinhua power plant, party secretary and director of Shanghai Times Shipping Co., Ltd, Deputy chief engineer of China Huaneng Group Corporation and general manager and party secretary of East China branch of China Huaneng Group Corporation, general manager of Huaneng Power International Inc(600011) Electric Power Development Corporation and Deputy Secretary of the Party group presiding over the work of the Party group, chief economist of China Huaneng Group Corporation, chairman of Huaneng Shanghai gas turbine power generation Co., Ltd., Huaneng Power International Inc(600011) Electric Power Development Corporation, and Jinlihua Electric Co.Ltd(300069) independent director of GEM listed company. Mr. Wu has more than 20 years of experience in enterprise management and rich experience in the governance of listed companies. He has successively studied at China Europe International Business School and Changjiang business school, and obtained a master’s degree in Business Administration for senior managers, EMBA and researcher level senior engineer. Mr. Wu currently serves as an independent director of Jiangsu Zhongtian Technology Co.Ltd(600522) Co., Ltd. and obtained the qualification certificate of independent director in Shanghai Stock Exchange in February 2013. Mr. Wu has rich experience in enterprise management and listed company governance. He is now the chairman of the Remuneration Committee of the board of directors, member of the nomination committee, member of the audit committee and member of the risk control committee, focusing on the experience management and strategic planning of the company.
Zhou Zhonghui, an independent non-executive director, is a senior member of China Institute of certified public accountants, a member of the professional committee of chief financial officers of China Association of listed companies and a consultant of China Association of appraisers. At present, Mr. Zhou also serves as Shanghai Fudan-Zhangjiang Bio-Pharmaceutical Co.Ltd(688505) independent non-executive director listed on Shanghai Stock Exchange and stock exchange, S.F.Holding Co.Ltd(002352) independent non-executive director listed on Shenzhen Stock Exchange, and Citic Securities Company Limited(600030) independent non-executive director listed on Shanghai Stock Exchange and stock exchange. He has been an external supervisor of Shanghai Oriental Pearl Group Co.Ltd(600637) since June 2015. Mr. Zhou was a lecturer, associate professor and professor of the accounting department of Shanghai University of Finance and economics, the chief financial officer of Hong Kong Xinlong Co., Ltd., the general manager and chief accountant of PricewaterhouseCoopers Zhongtian certified public accountants, the senior partner of PricewaterhouseCoopers certified public accountants, the chief accountant of China Securities Regulatory Commission, the member of the International Advisory Committee of China Securities Regulatory Commission, the member of the Audit Standards Committee of China Institute of certified public accountants and the executive director of China Association of chief accountants, Independent non-executive directors of blockbuster New Media Co., Ltd. listed on the Shanghai Stock Exchange, independent non-executive directors of Juneyao Airlines Co.Ltd(603885) Co., Ltd. listed on the Shanghai Stock Exchange, and independent non-executive directors of China The Pacific Securities Co.Ltd(601099) insurance (Group) Co., Ltd. listed on the Shanghai Stock Exchange and the stock exchange. Mr. Zhou has a graduate degree and a doctor’s degree. Now he is the chairman of the audit committee of the board of directors and a member of the Remuneration Committee, focusing on financial accounting and internal control governance.
Zhang Songsheng, an independent non-executive director, is currently the executive chairman of Singapore Taiping Shipping Co., Ltd., the chairman and chief executive officer of Hong Kong Shengshi container Enterprise Co., Ltd., the honorary president of the Chinese General Chamber of Commerce in Singapore, the honorary vice president of the National University of Singapore, Cosco Shipping Energy Transportation Co.Ltd(600026) independent director, the independent director of Keppel Enterprise Co., Ltd., the independent director of Singapore Fengyi international group and the chairman of China Singapore Nanning International Logistics Park. He once served as chairman of Singapore Federation of industry and commerce, President of Singapore shipping trade union, member of Singapore future economic committee, director of Singapore enterprise development board, chairman of Singapore maritime fund and chairman of Lloyd’s register of shipping Asia shipowners Committee. He also served as independent non-executive director of Cosco Shipping Holdings Co.Ltd(601919) (the company) and Cosco Shipping Development Company Limited(601866) independent director. Mr. Zhang has rich experience in the governance of shipping enterprises and listed companies. He is now the chairman of the strategic development committee of the board of directors, member of the risk control committee and member of the Remuneration Committee, focusing on the company’s operation and management and strategic planning.
Ma Shiheng, independent non-executive director – he is currently an independent non-executive director of Fuwei group, a director of newfrontier Health Corporation, Guangshen Railway Company Limited(601333) and an independent non-executive director of HH & lacquiation Co. Professor Ma is an honorary professor of the school of economics and finance of the University of Hong Kong, an honorary professor of the school of Business Administration of the Chinese University of Hong Kong, an Honorary Adviser to the school of accounting of the Central University of Finance and economics, a member of the Advisory Panel on innovation and strategic development of the chief executive of Hong Kong, the chairman of the Council of the University of education of Hong Kong, a member of the International Advisory Committee of China Investment Limited, a member of the Global Advisory Committee of Bank of America group and a member of the International Advisory Committee of Investcorp. He has successively served as managing director of Royal Bank of Canada duomeinian securities UK branch, vice chairman and managing director of bear Valley Group (Hong Kong) Co., Ltd., managing director and Asian director of JPMorgan Chase Bank’s private banking department, chief executive officer of JPMorgan Chase group Private Bank Asia Pacific, chief financial officer and executive director of PCCW Limited, Secretary for financial services and the Treasury of the government of the Hong Kong Special Administrative Region Secretary for commerce and economic development of the HKSAR government, non-executive chairman of Zhongce Group Co., Ltd., independent non-executive director of China Resources Land Co., Ltd., independent non-executive director of Hutchison Port Group Co., Ltd., external director of COFCO Group Co., Ltd., external director of China Mobile Communications Group Co., Ltd., Agricultural Bank Of China Limited(601288) independent non-executive director, Aluminum Corporation Of China Limited(601600) independent non-executive director and non-executive chairman of Hong Kong Railway Co., Ltd Non executive director of husky energy. Professor Ma graduated from the University of Hong Kong with a bachelor’s degree in economics and history. He was awarded the Hong Kong Golden Bauhinia Star and appointed as an unofficial justice of the peace. He is now the chairman of the nomination committee of the board of directors, member of the audit committee and member of the strategic development committee, focusing on the company’s operation and management, listing norms and strategic planning.
As Cosco Shipping Holdings Co.Ltd(601919) independent directors, we have the independence required by the guidance on the establishment of independent director system in listed companies issued by the CSRC, and there is no situation affecting our independence.
2、 Performance in 2021
(I) attendance at relevant meetings
In 2021, Cosco Shipping Holdings Co.Ltd(601919) held 3 general meetings of shareholders, 12 meetings of the board of directors (including off-site meetings) and 15 meetings of professional committees of the board of directors.
We attended the meeting as required and were not absent for no reason. The details are as follows:
(actual attendance / number of meetings to be attended)
Independent director Wu David, Zhou Zhonghui, Zhang Songsheng, Ma Shiheng
General meeting of shareholders 3 / 3 3 / 3 3 / 3
Board of directors 12 / 12 12 / 12 12 / 12
Strategic Development Committee – 2 / 2
Risk Control Committee 4 / 4 – 4 / 4——
Audit Committee 4 / 4 – 4 / 4
Remuneration Committee 4 / 4 4 / 4 4 / 4——
Nomination Committee 1 / 1 – 1 / 1
(II) company investigation and on-site inspection
When performing the duties of independent directors, we attach great importance to the company’s research and on-site inspection. In 2021, when considering various proposals decided by the board of directors this year, we reviewed the background information of the matters to be decided provided by the company in advance, and took the initiative to understand and obtain the relevant materials and information required for making decisions; Pay close attention to the impact of external environment and market changes on the company to ensure scientific and reasonable decision-making.
At the same time, taking the opportunity of convening the general meeting of shareholders and the board of directors, we went to the company for on-site investigation, communicated with the chairman, vice chairman, general manager and other senior management of the company, conducted special research on various topics such as the company’s strategic planning, business strategy and synergy, put forward constructive opinions, and improved the foresight and scientificity of the decision-making of the board of directors.
We attached great importance to the implementation of related party transactions. At the beginning of the year, we went to the company to carry out on-site special inspection, conducted in-depth communication and exchange with the company’s management, the sponsoring department and the auditors hired by the company, focused on the necessity, rationality and fair price of the company’s related party transactions, put forward suggestions on improving the control process of related party transactions, and further improved the management measures of related party transactions.
(III) protection of investors’ rights and interests
We continue to pay attention to the company’s information disclosure, effectively supervise the timely disclosure of relevant information and the registration and management of insider information, ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, and effectively safeguard the legitimate rights and interests of investors and public shareholders.
At the same time, we focus on strengthening our own learning, actively participate in the training specified by the exchange and arranged by the company’s board of directors and the company’s compliance lawyers, organize the study of the amendment to the criminal law (XI) (implemented on March 1, 2021) according to the requirements of Shanghai Stock Exchange, constantly deepen our understanding of relevant policies, laws and regulations, and pay attention to combining relevant laws and regulations when performing the duties of independent directors, Protect the legitimate rights and interests of investors and public shareholders, so as to better play the role of independent directors in protecting the rights and interests of public shareholders.
In addition to the above training, the “special training for central enterprise holding listed companies” was added in 2021. The training was sponsored by China Association of listed companies, the dry education center of SASAC of the State Council, Shanghai Stock Exchange and Shenzhen Stock Exchange. The main contents are: the latest requirements of listed company governance, the independence of listed companies, the legal responsibilities and obligations that may be faced by the chairman and general manager of Listed Companies in the performance of their duties, investor relations management Protection of small and medium-sized investors, etc.
3、 Key concerns in performance of duties
(I) related party transactions
In 2021, we reviewed the proposals on related party transactions such as six 14092teu container ships and four 16180teu container ships ordered by Cosco Shipping Holdings Co.Ltd(601919) subsidiaries, ten 16000teu container ships ordered by Cosco Shipping Holdings Co.Ltd(601919) holding subsidiaries, and adjustment of the upper limit of continuous related party transactions in Cosco Shipping Holdings Co.Ltd(601919) 2021 and 2022. We issued an independent director’s opinion on this and prompted related directors to avoid voting. We believe that these continuous connected transactions are concluded in accordance with relevant national and / or industrial regulations and / or standards and with reference to general commercial terms, which are not inferior to the commercial terms of independent third parties, and are open, fair and reasonable. These continuous connected transactions will not damage the interests of minority shareholders and are fair and reasonable to the company and all shareholders.
As for daily related party transactions, in accordance with the relevant provisions of the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association, as independent directors of the company, we carefully listen to the work report of related party transactions, supervise the daily monitoring of related party transactions, and review the occurrence of continuous related party transactions, so as to protect the reasonable interests of public shareholders.
(II) external guarantee and fund occupation
We have reviewed the external guarantee and capital occupation of the company, and the audit results are as follows: the company strictly abides by and implements the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (Zheng Jian Fa [2003] No. 56) and other documents of the CSRC, The domestic auditor ShineWing Certified Public Accountants (special general partnership) was entrusted to conduct a special audit on the occupation of funds by related parties of listed companies, and issued the special audit report on the summary of occupation of non operating funds and other related capital transactions in Cosco Shipping Holdings Co.Ltd(601919) 2021, which will be disclosed in accordance with relevant regulations after being reviewed and approved by the board of directors. Meanwhile, the company entrusted ShineWing Certified Public Accountants (special general partnership), a domestic auditor, to implement the agreed procedures for Cosco Shipping Holdings Co.Ltd(601919) external guarantee and issued the report on the implementation of the agreed procedures by certified public accountants.
(III) use of raised funds
We have reviewed the use of the company’s raised funds, and the audit results are as follows:
1. A-share raised funds
In June 2007, the company raised 14.9 billion yuan through initial A shares and 12.7 billion yuan through non-public offering in December 2007. As of December 31, 2012, the above raised funds had been fully used in accordance with the commitments in Cosco Shipping Holdings Co.Ltd(601919) prospectus and audited by Ruihua Certified Public Accountants (special general partnership), At the same time, the assurance report (zryhzsz [2013] No. 705) was issued, and Cosco Shipping Holdings Co.Ltd(601919) has been announced according to the procedure.
In January 2019, the company raised RMB 7.703 billion through non-public issuance of a shares. As of December 31, 2019, the net amount of raised funds in the special account for raised funds has been used up as required.
2. H-share raised funds
In June 2005, the company was listed on the Hong Kong Stock Exchange and received a total of HK $9.537 billion of raised funds from H shares. As of December 31, 2019, the net amount of raised funds in the special account for raised funds had been used up as required.
(IV) changes in accounting estimates
We have reviewed the changes in accounting estimates of the company in 2021, and the audit results are as follows:
Comprehensively considering the accounting standards, the level of Cosco Shipping Holdings Co.Ltd(601919) ship salvage value rate and industry benchmarking, the estimated net salvage value of Cosco Shipping Holdings Co.Ltd(601919) ships and containers within the scope of consolidation will be adjusted from US $366 / light ton to US $280 / light ton from October 1, 2021.
The company strictly implements the notice on disclosure of 2021 annual report of listed companies issued by China Securities Regulatory Commission, and calculates the estimated net salvage value of the company’s ships in the 2021 annual report
