Jiangxi Hongdu Aviation Industry Co.Ltd(600316)
2021 annual report of independent directors
As Jiangxi Hongdu Aviation Industry Co.Ltd(600316) independent directors, in accordance with the company law, the rules for independent directors of listed companies and other relevant laws and regulations and the articles of association, we hereby report the work of 2021 as follows:
1、 Basic information of independent directors
During the reporting period, the board of directors of the company had three independent directors, namely Mr. Wan Hong, Mr. Luo Fei and Ms. Huang Yihong.
1. Mr. Wan Hong, male, graduated from Jiangxi University of Finance and economics, master of business administration, engineer. Former Secretary of Jiangling Motors Corporation Ltd(000550) board of directors and vice president. He is currently an independent director of the company.
2. Mr. Luo Fei, male, graduated from Jiangxi University of Finance and economics and Nanchang University successively, with a master’s degree and a Chinese certified public accountant. Successively served as deputy manager of accounting department of business department of China Construction Bank Corporation(601939) Jiangxi branch; Financial manager and senior deputy manager of Nanchang Office of China Cinda Asset Management Company; Director of business division 2 of Jiangxi branch of China Cinda Asset Management Co., Ltd; General manager assistant and investment director of Jiangxi Dacheng state owned Assets Management Co., Ltd. He is currently the chairman and general manager of Jiangxi Dacheng Industrial Investment Management Co., Ltd. and an independent director of the company.
3. Ms. Huang Yihong, female, successively served as teaching assistant of Jiangxi Normal University of science and technology; Teaching assistant, lecturer and associate professor of Nanchang University; He once served as an independent director of Ganzhou Chenguang rare earth new material Co., Ltd. He is now an associate professor and master supervisor of the accounting department of the school of economics and management of Nanchang University, a member of the Sixth Council of Jiangxi Institute of certified public accountants, an independent director of Hubei Dongtian Micro Technology Co., Ltd. (unlisted), an independent director of Hubei chaozhuo Aviation Technology Co., Ltd. (unlisted), and an independent director of the company.
The independent directors of the company are independent from the company in terms of economic interests, generation procedures, etc., and are not restricted by the controlling shareholders and management of the company. Moreover, the current position and part-time position of independent directors do not affect their independence as independent directors of the company.
2、 Performance of independent directors in 2021
(I) attendance
During the reporting period, the company held 6 meetings of the board of directors and 2 meetings of shareholders. The specific attendance is as follows:
Participation in the board of directors and the general meeting of shareholders
full name
The number of times that should attend the meeting in person in this year, whether to attend the shareholders’ meeting plus the number of times of the board of directors in two consecutive times, the number of times that should not attend the meeting in person plus the number of times of the meeting plus the number of times of the meeting
Wan Hong 6 6 5 0 0 0 No 2
Luo Fei 6 6 5 0 0 No 0
Huang Yihong 66500 No 2
In addition, during the reporting period, the special committee of the board of directors held 7 meetings, including 5 meetings of the audit committee, 1 meeting of the nomination committee and 1 meeting of the remuneration and assessment committee. As members of the professional committees of the board of directors, we participated in the professional committee meetings during their respective professional terms of office.
During the reporting period, we gave full play to our respective professional roles in a diligent and responsible manner based on the principle of prudence and objectivity. Before the convening of the board of directors and the special committee, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we fully discussed with other directors on the matters under consideration. During the reporting period, we carefully considered all proposals considered by the board of directors in 2021.
(II) investigation and exchange
In 2021, the management of the company attached great importance to communication with us, actively cooperated with our work and provided necessary support and assistance for us to perform our duties. We have a deeper understanding of the company through on-site visits, talks and communication, access to materials and other means. At the same time, we also keep in touch with the internal directors, senior managers and relevant staff of the company through telephone or e-mail consultation, so as to timely learn the progress of major matters of the company and master the operation dynamics of the company. 3、 Key issues of independent directors’ annual performance
(I) related party transactions
The company held the fifth meeting of the seventh board of directors on March 29, 2021, and deliberated and adopted the proposal on the company’s daily connected transactions in 2021. As an independent director of the company, in 2021, based on the principle of prudence and carefulness, we obtained a description of the daily related party transactions in 2021 from the company in advance. On the basis of consulting the relevant proposal materials of the company, we reviewed the daily related party transactions and the expected amount of the company in 2021, and expressed the following independent opinions: the related party transactions expected in the proposal are necessary for the normal production and operation of the company, Fair and reasonable transaction conditions are conducive to the company’s reduction of transaction costs. The cooperative related parties selected by the company have good business reputation and financial status, which can reduce the company’s business risks, meet the actual development needs of the company, and do not harm the interests of investors, especially small and medium-sized investors. The company reasonably estimated the total amount of similar daily connected transactions in 2021 and agreed to the amount of connected transactions involved in the proposal.
(II) external guarantee and fund occupation
The company can strictly abide by relevant laws and regulations and relevant provisions of the CSRC, strictly control the risk of external guarantee, and has not found any damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
As of December 31, 2021, the company had no external guarantee, and did not provide guarantee for the controlling shareholder, other related parties holding less than 50% of the company, any unincorporated unit or individual.
The capital transactions between the company and the controlling shareholder and other related parties are normal production and operation capital transactions. There is no case that the company advances wages, welfare, insurance, advertising and other period expenses for the controlling shareholder and other related parties, nor does it bear costs and other expenses on behalf of each other; The company does not provide funds directly or indirectly to controlling shareholders and other related parties for use. (III) nomination of directors and remuneration of senior managers
In 2021, after reviewing the resumes of directors’ candidates and understanding their educational background, work experience, professional expertise, part-time work, etc., we believe that the candidates have high professional knowledge and rich work experience.
Therefore, we believe that Mr. Cao Haipeng has the qualification and ability to serve as a director of the company.
In addition, based on the principle of independent and objective judgment, we believe that the salary payment procedures of the company’s directors and senior managers in 2020 comply with the provisions of relevant laws and regulations, the articles of association and rules and regulations, and there is no behavior damaging the interests of the company and shareholders.
(IV) change of accounting firm
Since ShineWing Certified Public Accountants (special general partnership) has provided audit services for the company for four consecutive years, according to the provisions of China Securities Regulatory Commission on the regular rotation of signed certified public accountants and the relevant provisions of the Ministry of Finance and SASAC, we believe that it is a good corporate governance practice to rotate auditors within an appropriate period of time.
After verification, Dahua Certified Public Accountants (special general partnership) has the qualification of securities practice, the experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial audit in 2021, and can independently audit the company’s financial situation. Therefore, we agree to appoint Dahua Certified Public Accountants (special general partnership) as the company’s financial audit and internal control audit institution in 2021. This change of accounting firm will not affect the audit quality of the company’s normal accounting statements.
(V) cash dividends and other investor returns
In 2020, the company plans to distribute cash of RMB 0.57 (including tax) for every 10 shares based on the total share capital of 717114512 shares, with a total of RMB 4087552718. The company’s profit distribution plan for 2020 complies with the relevant provisions of laws and regulations, and meets the provisions of “the accumulated profit distributed by the company in cash in the last three years shall not be less than 30% of the average annual distributable profit realized in the three years” in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies issued by the CSRC and the articles of association. The implementation of the plan is in line with the interests of the company and all shareholders, and is conducive to the sustainable and stable development of the company. There is no damage to the interests of minority shareholders of the company. We agree to the profit distribution proposal.
(VI) implementation of information disclosure
According to the relevant requirements of Shanghai Stock Exchange on the disclosure of periodic reports and other temporary announcements, as independent directors, we actively cooperate with and supervise the preparation of the company’s periodic reports, and learn from the company’s management about the production and operation of the enterprise and the progress of major events. In addition, we also supervise the temporary announcement disclosed by the company to ensure that the company can disclose relevant information in a true, accurate, complete and timely manner, and do a good job in confidentiality before disclosure.
We believe that in 2021, the company can standardize information disclosure in accordance with relevant regulations, ensure the authenticity, accuracy, timeliness and fairness of the disclosed information, and effectively safeguard the legitimate rights and interests of the company’s shareholders.
(VII) implementation of internal control
In 2020, the company prepared and issued the internal control self-evaluation report, passed the audit of the company’s internal control by the accounting firm, and issued the internal control audit report with unqualified opinions.
We believe that: the company’s internal control system is standardized, complete, reasonable and effective, and there are no major defects; The company’s existing internal control system has been effectively implemented, and the company’s internal control system and relevant systems can meet the company’s management requirements and development needs. The actual situation of the company’s internal control is consistent with the provisions and requirements of normative documents such as self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation.
To sum up, the self-evaluation report of the company’s internal control is in line with the actual situation of the company’s internal control.
(VIII) operation of the board of directors and its subordinate special committees
The independent directors of the company serve as special committees of the board of directors:
Name: Audit Committee salary and assessment committee Nomination Committee Strategy Committee
Wan Hong, chairman –
Luo Fei – Chairman
Chairman Huang Yihong – member –
In 2021, the strategy committee studied the company’s medium and long-term planning and major investment decisions, and provided relevant suggestions and opinions on the 14th five year plan.
According to the relevant regulations of the regulatory authorities and the requirements of the working rules of the audit committee of the board of directors and the working procedures of the annual report of the audit committee of the board of directors, the audit committee communicated with the audit institution twice in the process of the annual audit of the company and issued written audit opinions.
The nomination committee reviewed and nominated the replacement of directors of the company. The salary and assessment committee reviewed and approved the report on the annual salary of the company’s general manager team in 2020.
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we performed our duties honestly and diligently in accordance with the provisions and requirements of relevant laws and regulations and the company’s system, based on the principles of objectivity, impartiality and independence, paid comprehensive attention to the development of the company, timely understood the company’s production and operation information, carefully reviewed various meeting proposals, financial reports and other documents submitted by the company, and continued to promote the improvement of the company’s governance system. In 2022, we will continue to faithfully and effectively perform the duties and obligations of independent directors in accordance with the requirements of relevant laws and regulations and the articles of association, and earnestly safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. In order to promote the steady development of the company, establish a good image of the company and play a positive role. Independent directors of the company: Wan Hong, Luo Fei, Huang Yihong (no text on this page)
Jiangxi Hongdu Aviation Industry Co.Ltd(600316)
2021 annual report of independent directors
Signature page
Wan female worker Luo Fei Huang Yihong
Step by step
； (no text on this page)
Jiangxi Hongdu Aviation Industry Co.Ltd(600316)
2021 annual report of independent directors
Signature page
Wan Hong Luo Fei Huang Yihong
‘t Yan
(no text on this page)
Jiangxi Hongdu Aviation Industry Co.Ltd(600316)
2021 annual report of independent directors
Signature page
Wan Hong Luo Fei Huang Yihong
1kV derivative
