Beijing Aerospace Changfeng Co.Ltd(600855)
2021 annual report of independent directors
As an independent director of Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as the company or Beijing Aerospace Changfeng Co.Ltd(600855) ), we strictly comply with the company law of the people's Republic of China, the governance rules of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shanghai Stock Exchange, the guidelines on the selection and behavior of directors of listed companies and other laws and regulations as well as the articles of association According to the working system of independent directors of the company, the working system of annual report of independent directors and other relevant regulations and requirements, in the work of 2021, he has scrupulously performed his duties, performed his duties diligently, timely understood the business development and financial operation of the company, paid full attention to the growth of the company, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters of the company, and earnestly fulfilled the duties of independent directors, Effectively ensure the scientific decision-making of the board of directors and the standardization of the company's operation, and effectively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
1. Mr. Yue Cheng, a national first-class lawyer, is the founder of Beijing Yuecheng law firm. Part time tutor for master of law students of Law School of Peking University, Tsinghua University and Renmin University of China, and part-time professor of Jilin University, Heilongjiang University and China University of political science and law. It has successively won the honorary titles of "China's top ten lawyers", "China's top ten integrity talents", "serving private enterprises and China's top ten outstanding lawyers" and so on.
2. Mr. Wang Benzhe, born in September 1959, has a master's degree in public administration and is an associate professor of accounting at the Central University of Finance and economics. Served as Henan Yuguang Gold & Lead Co.Ltd(600531) independent director; He is currently an independent director of Black Peony (Group) Co.Ltd(600510) (Group) Co., Ltd. The main research focuses on the field of accounting theory and practice, accounting system design and so on.
3. Mr. Hui Rutai, born in 1951, graduated from the medical department of Shandong Medical College in 1975, studied in the internal medicine of the people's Hospital of Peking University from 1977 to 1978, studied for a master's degree in hypertension at Peking Union Medical University from 1979 to 1982, graduated and stayed in the hospital as an attending physician in cardiology, and studied for a doctor's degree in clinical science at the Institute of clinical medicine in Montreal, Canada from 1987 to 1992, From 1993 to 1996, he conducted postdoctoral training at NIH in the United States. He returned to China in 1997 and successively served as deputy director and vice president of cardiology department in Fuwai Cardiovascular Hospital of Chinese Academy of Medical Sciences. At present, he is the director of the hypertension diagnosis and treatment center of Fuwai Cardiovascular Hospital, the director of the Sino German molecular medicine research office, the director of the Key Laboratory of cardiovascular gene and clinical research of the Ministry of education and the national international joint research center of the State Administration of foreign experts of the Ministry of science and technology, Professor, chief physician and doctoral supervisor, and also the chairman of the Chinese branch of the international Heart Research Association and the vice chairman of the hypertension Expert Committee of the Chinese Medical Association.
As independent directors of the company, we, our immediate family members and major social relations do not work in the company or its subsidiaries, do not directly or indirectly hold 1% or more of the issued shares of the company, are 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; 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 listed company and its major shareholders or interested institutions and personnel.
Therefore, there is no situation affecting independence.
2、 Annual performance
(I) attendance
In 2021, the company organized 11 meetings of the board of directors. The three independent directors personally attended all meetings during their tenure, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of various proposals, put forward reasonable suggestions, and actively communicated with the company's management during the on-site meeting to understand the company's business objectives and plans. We believe that during the reporting period, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, major business decisions and other major matters were subject to relevant approval procedures, and the resolutions were legal and effective.
(II) the company's cooperation with independent directors
The senior management of the company and the staff of finance, audit, securities and other departments have maintained continuous and effective communication with us, so that we can timely understand the business dynamics of the company, provide convenient conditions for us to conduct research, investigate and obtain the required materials, and actively and effectively cooperate with the work of independent directors.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on Beijing Aerospace Changfeng Co.Ltd(600855) about granting restricted shares to incentive objects for the first time and granting reserved restricted shares to incentive objects, related party transactions, external guarantees and capital occupation, comprehensive credit granting, annual equity distribution, impairment of business reputation, provision for impairment of long-term equity investment, appointment of directors, insurance of directors and supervisors' high liability insurance, self-evaluation of internal control, etc, After checking the relevant materials of the matters involved, the independent directors made independent and clear judgments on the legality and compliance of the relevant decisions, implementation and disclosure of the matters, and issued relevant independent opinions. The independent directors did not raise objections to the proposals of the board of directors and other matters of the company in 2021. The details are as follows:
(I) matters related to the first granting of restricted shares to the incentive object and the granting of reserved restricted shares to the incentive object
Beijing Aerospace Changfeng Co.Ltd(600855) the conditions for the first grant of restricted shares stipulated in the 2020 restricted stock incentive plan have been met. According to the authorization of the company's first extraordinary general meeting in 2021, the company held the 8th meeting of the 11th board of directors and the 5th meeting of the 9th board of supervisors on February 9, 2021, and considered and adopted the proposal on the first grant of restricted shares to incentive objects, As independent directors of the company, we pay close attention to this issue and express independent opinions. The board of directors determines that the first grant date of this incentive plan is February 9, 2021, which complies with the administrative measures for stock incentive of listed companies and other laws and regulations as well as the relevant provisions on the grant date in this incentive plan, At the same time, this grant also complies with the relevant provisions on the granted rights and interests of the incentive object in this incentive plan. The incentive object is not prohibited from being granted rights and interests, and the subject qualification of the incentive object is legal and effective. The independent directors unanimously agreed that the company's incentive plan will take February 9, 2021 as the first grant date of restricted shares, and grant 11288200 restricted shares to 125 incentive objects. On December 9, 2021, the conditions for the reserved grant of restricted shares stipulated by the company have been fulfilled. According to the authorization of the company's first extraordinary general meeting in 2021, the company held the 17th meeting of the 11th board of directors and the 11th meeting of the 9th board of supervisors on December 9, 2021, and deliberated and adopted the proposal on granting reserved restricted shares to incentive objects, It is determined that the reserved grant date of restricted shares is December 9, 2021.
As an independent director of the company, he expressed his independent opinion that the board of directors determined that the reserved grant date of this incentive plan is December 9, 2021, which is in line with the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the relevant provisions on the grant date in this incentive plan. At the same time, this grant is also in line with the relevant provisions on the granted rights and interests of incentive objects in this incentive plan, The incentive object is not prohibited from being granted rights and interests, and the subject qualification of the incentive object is legal and effective. The independent directors unanimously agreed that the company's incentive plan takes December 9, 2021 as the reserved grant date of restricted shares and grants 1639400 restricted shares to 19 incentive objects.
(II) related party transactions
As an independent director, during the reporting period, he carefully reviewed the expected overall situation of the company's connected transactions in 2021 and gave independent opinions. We believe that the company expects that the daily connected transactions in 2021 will meet the needs of business development in the process of production and operation. The pricing of connected transactions is based on the market price, reflecting the principles of fairness, impartiality and rationality. The connected transactions of the company comply with the provisions of relevant laws and regulations and will not damage the legitimate rights and interests of the company, unrelated shareholders and minority shareholders.
(III) external guarantee and fund occupation
As an independent director of the company 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 (zjf [2003] No. 56) and the notice of the CSRC and CBRC on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), Make the following special explanation on the company's annual cumulative and current external guarantee and fund occupation: except for the normal operating capital transactions with related parties, the company has no illegal occupation of the company's funds by controlling shareholders and other related parties; As of December 31, 2021, the company has not provided guarantee for the controlling shareholder, other related parties holding less than 50% of the company, any unincorporated unit or individual; The decision-making procedures for external guarantee formulated by the company comply with the provisions of relevant laws, regulations and rules and the articles of association. The information disclosure is complete and the risks of external guarantee can be fully revealed.
(IV) comprehensive credit
According to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association of the CSRC, as an independent director of the company, I express the following opinions on the company's application for comprehensive credit from Shanghai Pudong Development Bank and other companies in 2021: in order to better protect the business needs of the company (including holding subsidiaries), In order to reduce financial costs, simplify operating procedures and improve the efficiency of capital use, all levels of sub units plan to apply to commercial banks for a comprehensive credit line of RMB 2.16 billion in 2021. This credit application is conducive to raising funds efficiently and smoothly, reducing financing costs, further promoting the sustainable and stable development of the company, and is in line with the overall interests of the company. The deliberation and voting procedures of this credit application comply with the relevant provisions of the company law and the articles of association, and there is no damage to the company and minority shareholders.
(V) annual equity distribution
On July 15, 2021, the company paid a cash dividend of 0.98 yuan (including tax) for every 10 shares and completed the profit distribution in 2020.
We believe that the 2020 profit distribution plan of the company complies with the relevant provisions of the company law, the articles of association and the guidelines for cash dividends of listed companies on Shanghai Stock Exchange, which is conducive to the protection of the interests of all shareholders and small and medium-sized investors and the sustainable, stable and healthy development of the company. We agree to the profit distribution plan of the board of directors.
(VI) impairment of goodwill
During the reporting period, as an independent director, we issued the following independent opinions on the provision for goodwill impairment of aerospace Jingyi, a holding subsidiary: according to the relevant provisions of the accounting standards for business enterprises and accounting policies, the principle of prudence and the actual situation of the company, we believe that the provision for goodwill impairment is in line with the relevant provisions of the accounting standards for business enterprises and the actual situation of the company, and does not damage the interests of the company and minority shareholders, After the provision for impairment is made, the company's financial situation and operating results can be more fairly reflected. Based on the above opinions, we agree to the proposal on the provision for impairment of goodwill of aerospace Jingyi, a holding subsidiary, and submit it to the annual general meeting of shareholders of the company for deliberation.
(VII) provision for impairment of long-term equity investment
During the reporting period, the company made the following independent opinions on the provision for impairment of long-term equity investments of its holding subsidiaries Aerospace Jingyi and Zhejiang Changfeng: after verification, the company's provision for impairment of assets in 2020 is fully based and in line with the accounting standards for business enterprises and relevant accounting policies of the company. After the provision for impairment of assets, the financial statements more fairly reflect the asset value and operating results of the company, It helps to provide investors with more authentic, reliable and accurate accounting information without damaging the interests of the company and all shareholders. Therefore, we agree that the company shall withdraw the provision for asset impairment and submit it to the annual general meeting of shareholders for deliberation. (VIII) selection and appointment of directors and Chairman
In 2021, the company successively had directors and chairman resigned and appointed for work reasons. As independent directors, we reviewed and commented on the qualifications, professional background and performance experience of the new directors and chairman, submitted them to the board of directors for deliberation and agreed to the appointment resolution formed by the board of directors.
(IX) independent opinions on the company's Insurance of directors, supervisors and senior managers' liability insurance
In view of the increasing risk of directors, supervisors and senior managers performing their duties in the capital market in recent years, in order to protect the rights and interests of the company's directors, supervisors and senior managers, improve the company's risk management system, reduce the company's operating risks, promote relevant responsible personnel to fully exercise their rights and perform their duties, and safeguard the interests of the company and shareholders, In accordance with the guidelines for the governance of listed companies and the guiding opinions on the establishment of independent director system in listed companies and other relevant provisions of the CSRC, the company plans to purchase liability insurance for directors, supervisors and senior managers, and held the 8th meeting of the 11th board of directors and the 5th meeting of the 9th board of supervisors on February 9, 2021. The proposal on the insurance of directors' and supervisors' senior liability insurance was deliberated and adopted as an independent director, We believe that purchasing liability insurance for the directors, supervisors and senior managers of the company and its subsidiaries is conducive to protecting the rights and interests of the company and its directors, supervisors and senior managers, and helping the directors, supervisors and senior managers of the company better perform their duties. The deliberation procedure of this matter is legal, there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and complies with the relevant provisions of the standards for the governance of listed companies. It is agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
(x) implementation of internal control
According to the notice of the State Council on Approving and transmitting the opinions of the CSRC on improving the quality of listed companies (GF [2005] No. 34), the basic norms of enterprise internal control and relevant supporting guidelines, the following opinions are expressed on the self-evaluation report of the company's internal control: the company has established a relatively perfect internal control system, and the internal control system is legitimate, reasonable and effective, A relatively complete risk assessment and risk management system has been established. The company's corporate governance, production and operation, information disclosure and major events are carried out in strict accordance with the provisions of the company's internal control systems, and the possible internal and external risks in all links of the activities have been reasonably controlled. Therefore, the company's internal control is effective, and no major defects in the design or implementation of internal control are found.
During the implementation of the company's internal control norms, we take the audit committee as the main supervision organization and listen to the company's opinions on the implementation of the internal control norms
