Zhejiang Dayuan Pumps Industry Co.Ltd(603757)
Report on the work of independent directors in 2021
As an independent director of Zhejiang Dayuan Pumps Industry Co.Ltd(603757) (hereinafter referred to as “the company”), during his tenure in 2021, we faithfully, diligently and independently performed various duties in strict accordance with the company law, securities law and other laws and regulations, the articles of association and the working system of independent directors, safeguarded the interests of the company as a whole and all shareholders, especially small and medium-sized shareholders, and based on an in-depth understanding of the company, Use knowledge and experience to put forward opinions and suggestions on the standardized operation and sustainable development of the company.
1、 Basic information of independent directors
There are three independent directors in the second board of directors of the company, namely: Mr. Wang Yang, Mr. Zhang wusheng and Mr. Yi Yanxin.
On June 9, 2021, the company held the first extraordinary general meeting of shareholders in 2021. Mr. Zhang Xiansheng, Mr. Ma Guixiang and Ms. LV jiuqin were elected as independent directors of the third board of directors of the company, with a term of office of three years from June 12, 2021.
As an independent director of the company, we have not held any position other than an independent director in the company, nor have we obtained additional and undisclosed interests from the company, its controlling shareholders and their related parties. Therefore, there is no situation affecting independence (for part-time work and resume, please refer to the relevant contents of Zhejiang Dayuan Pumps Industry Co.Ltd(603757) 2021 annual report). The main performance of duties in 2021 is reported as follows:
2、 Attendance at annual meetings
(I) attendance at the board of directors and its special committees
In 2021, the company held 10 meetings of the board of directors, 2 meetings of the strategy committee, 6 meetings of the audit committee, 4 meetings of the remuneration and assessment committee and 3 meetings of the nomination committee. As the chairman and members of the independent committee, we attended the meeting as follows:
Independent directors’ strategic audit remuneration and nomination to the board of directors
Name of the Party committee and Approval Committee
Strategy Committee of the second board of directors
Wang Yang 3 1 — 2
Member and chairman of Nomination Committee
Remuneration and assessment of the second board of directors
Zhang wusheng, director of the audit committee 3 — 2 1 2
Members and members of the nomination committee
Audit Committee of the second board of directors
Director Yi Yanxin, salary and assessment committee 3 — 2 1–
committee member
Strategy Committee of the 3rd board of directors
Zhang Xiansheng 7 1 —- 1
Member and chairman of Nomination Committee
Remuneration and assessment of the third board of directors
Ma Guixiang, director of the audit committee, 7 — 4 3 1
Members and members of the nomination committee
Audit Committee of the 3rd board of directors
Director Lv jiuqin, salary and assessment committee 7 — 4 3–
committee member
(II) attendance at the general meeting of shareholders
In 2021, the company held three general meetings of shareholders (including one annual general meeting and two extraordinary general meetings). Mr. Wang Yang, then the independent director of the company, attended the 2020 annual general meeting on site. During the term of office in 2021, we required the company to provide materials within the time specified in the articles of association and relevant rules of procedure for major matters considered and decided by the board of directors and special committees of the company, conducted prudent and objective research on all proposals, and inquired with relevant departments and personnel of the company when necessary. When attending the relevant meetings of the board of directors and special committees of the company, he actively participated in the discussion of the proposal, expressed independent opinions independently, objectively and fully according to law, and voted prudently. At the same time, we also paid attention to the implementation and effect of relevant conference resolutions.
3、 Key concerns
During the reporting period, we carefully reviewed the information introduced and materials provided by the company in advance, fully expressed opinions and suggestions, and made independent and clear judgments on relevant matters for major matters that must be decided by the board of directors; For the daily operation of the company, we regularly ask for relevant materials, timely understand the production and operation dynamics of the company, actively investigate and obtain the information needed to make decisions, effectively safeguard the overall interests of the company, and pay special attention to whether the legitimate rights and interests of minority shareholders are not infringed. During the reporting period, our focus is as follows: (I) related party transactions
We believe that the company strictly complies with the relevant laws and regulations of China Securities Regulatory Commission and Shanghai Stock Exchange, as well as the relevant provisions of the articles of association and other systems. The voting procedures of the company are in line with the provisions of relevant laws and regulations when considering daily connected transactions. Related party transactions follow the principles of fairness, impartiality and good faith, in line with the interests of the company and all shareholders, and there is no infringement on the rights and interests of minority shareholders.
(II) external guarantee and fund occupation
We have carefully inspected and implemented the company’s external guarantee and capital occupation in accordance with the guidance on the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies issued by the CSRC. We believe that the company strictly abides by the provisions of the articles of association and relevant systems, and has not provided guarantees for other enterprises or occupied non operating funds during the reporting period.
(III) use of raised funds
During the reporting period, the deposit and use of the company’s raised funds complied with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and there were no violations in the management of raised funds and no damage to the interests of the company and shareholders, especially minority shareholders.
(IV) nomination and remuneration of senior managers
The nomination of senior managers of the company shall comply with the provisions and requirements of relevant rules and regulations; The remuneration of senior managers is paid according to the annual objectives and assessment, and the remuneration of senior managers is linked to the company’s performance. We believe that the salary formulation and payment of senior managers are reasonable.
(V) appointment of accounting firms
During the year, the company continued to employ Lixin Certified Public Accountants (special general partnership) as the company’s audit institution. Through the joint assessment of the independent directors and the audit committee, we believe that in the process of providing audit services for the company, Lixin has followed the independent, objective and fair professional standards and is competent for and complete the annual audit work.
(VI) implementation of internal control
In 2021, the company has established and effectively implemented internal control over all important businesses and matters, achieved the company’s internal control objectives, and found no major defects in internal control. The company’s internal control system can reasonably ensure the orderly development of the company’s business activities, ensure the authenticity, accuracy and integrity of the company’s financial and accounting materials, and effectively protect the legitimate rights and interests of all shareholders of the company.
(VII) performance of commitments of the company and shareholders
In 2021, the company and its shareholders strictly fulfilled all commitments, and there was no violation of commitments. (VIII) cash dividends and other investor returns
During the reporting period, the company implemented the profit distribution plan for 2020 and distributed a cash dividend of 10 yuan (including tax) to all shareholders for every 10 shares based on the total number of 16758300000 shares of the company’s share capital as of December 31, 2020.
We believe that the company’s profit distribution plan for 2020 fully considers the company’s development status and sustainable operation ability, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The proposal has fulfilled the necessary deliberation procedures and complies with the provisions of the company law, the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies, the guidelines for the self discipline supervision of listed companies No. 1 – standardized operation of Shanghai Stock Exchange and other relevant laws and regulations, as well as the company charter.
(IX) implementation of information disclosure
In 2021, the company performed the obligation of information disclosure in strict accordance with the requirements of the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and the company’s information disclosure management system, so as to ensure that the disclosure content is true, accurate, complete, timely and fair, and safeguard the interests of all shareholders.
(x) implementation of equity incentive plan
In 2021, when the company implemented the 2020 restricted stock incentive plan, it was fully legal, compliant and effective, and there was no damage to the interests of the company and all shareholders, especially minority shareholders.
（11） Major investment matters
In 2021, the decision-making and approval procedures of major investment matters of the company comply with the provisions of relevant laws and regulations and the articles of association, in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
（12） Operation of the board of directors and its subordinate special committees
The board of directors of the company has a strategy committee, a nomination committee, a remuneration and assessment committee and an audit committee. In 2021, the board of directors and its subordinate special committees were able to operate in accordance with the requirements of the articles of association and the working rules of the board of directors and professional committees, and put forward professional opinions and reasonable suggestions on matters submitted to the board of directors for discussion, giving full play to the role of scientific decision-making.
4、 Overall evaluation and suggestions
In 2021, we faithfully and diligently performed the obligations of independent directors in strict accordance with relevant laws, regulations, the articles of association and relevant systems, and deeply understood and mastered the actual situation of the company’s business and development. At the same time, it gave full play to its professional and independent role, actively assumed the responsibilities of the special committee of the board of directors, expressed independent opinions according to the facts, and worked hard to safeguard the legitimate rights and interests of the listed company and all shareholders.
We believe that the company attaches great importance to and supports the work of independent directors, there is no situation that hinders the independence of independent directors, and there is no interference or obstruction in the performance of their duties. In 2022, in the spirit of loyalty and diligence, we will continue to strengthen communication and coordination with the board of directors, the board of supervisors and the management, earnestly fulfill the obligations of independent directors and resolutely safeguard the legitimate rights and interests of the company and all shareholders Zhejiang Dayuan Pumps Industry Co.Ltd(603757) independent director Zhang Xiansheng, Ma Guixiang, LV jiuqin (there is no text on this page, which is the signature page of Zhejiang Dayuan Pumps Industry Co.Ltd(603757) 2021 annual report of independent directors)
Independent directors of the company:
Zhang Xiansheng, Ma Guixiang, LV jiuqin
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