Kede Numerical Control Co.Ltd(688305)
2021 annual report of independent directors
As an independent director of the company, in strict accordance with the company law, the securities law and other laws and regulations, as well as the articles of association and the working system of independent directors of the company, we diligently, dutifully, honestly and independently performed the duties of independent directors in 2021, actively participated in the relevant meetings of the general meeting of shareholders, the board of directors and the special committee of the board of directors, carefully considered various proposals of the board of directors, objectively Express independent opinions fairly and earnestly safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The report on our performance of duties in 2021 is as follows:
1、 Basic information of independent directors
Zhao Wanhua, male, born in 1965, Chinese nationality, without permanent residency abroad, graduated from Xi’an Jiaotong University, majoring in mechanical engineering, with a doctor’s degree. From July 1986 to now, he has been a professor in the Department of machinery and College of machinery of Xi’an Jiaotong University; From November 2014 to June 2021, he served as Qinchuan Machine Tool & Tool Group Share Co.Ltd(000837) independent director; From January 2020 to now, he has served as an independent director of the company, the director of the nomination committee of the second board of directors and a member of the Strategy Committee; From June 2021 to now, he has served as executive director and general manager of Shaanxi high end machine tool innovation research Co., Ltd. Sun Jihui, female, born in 1965, Chinese nationality, without permanent residency abroad, graduated from the Party School of Harbin municipal Party committee, majoring in economic management, with a master’s degree. From December 2006 to now, he has been a professor of accounting at Dalian University; Since January 2020, he has served as an independent director of the company, director of the audit committee of the second board of directors and member of the remuneration and assessment committee.
Liu Xu, male, born in 1974, Chinese nationality, without permanent residency abroad, graduated from Dalian Maritime University with a master’s degree in international law. From May 2000 to now, he has successively served as lawyer and director of Liaoning Haida law firm; Chairman and member of the nomination and assessment committee of the second board of directors of the company since January 2020.
As independent directors of the company, we all have the conditions for holding the office of independent directors, and there is no situation that we are not allowed to serve as independent directors as stipulated in the rules for independent directors of listed companies, and we do not hold any position other than independent directors in the company and its subsidiaries, and there is no relationship with the company and its major shareholders that may hinder our independent and objective judgment, No additional and undisclosed interests are obtained from the company and its major shareholders or interested institutions and personnel, no financial, legal, management consulting, technical consulting and other services are provided for the company or its subsidiaries, and there is no situation affecting its independence.
2、 Annual performance of independent directors
(I) participation in the board of directors and general meeting of shareholders
In 2021, the company held 13 meetings of the board of directors and 3 general meetings of shareholders. We attended the relevant meetings in person. The details of attending the board of directors and general meetings of shareholders are as follows:
Participation in the board of directors (Times) participation in the general meeting of shareholders (Times) names of independent directors who should attend in person in 2021; number of directors who should attend in person; number of absences; number of meetings of the general meeting of shareholders
Zhao Wanhua 13 13 0 03
Sun Jihui 13 0 03
Liu Xu 13 0 03
Before the meeting, we carefully review the meeting materials of the general meeting of shareholders and the board of directors, timely understand the background information of relevant proposals and the operation of the company, maintain communication with the management, and make full preparations for participating in the decision-making of the board of directors. In the decision-making process of the board of directors, we use our professional knowledge and independent judgment to actively participate in the discussion and give reasonable opinions and suggestions, earnestly perform the duties of independent directors, and safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. In 2021, we voted in favour of all the proposals submitted to the board of directors for deliberation, and there was no objection or waiver.
(II) participation in special committees of the board of directors
In 2021, the company held one meeting of the nomination committee, one meeting of the remuneration and assessment committee and four meetings of the audit committee. We actively participated in the meeting without being absent for no reason and played an important role in deliberating and making decisions on major issues. Our participation in the special committees is as follows:
Names of independent directors the special committee attended in person (Times), entrusted to attend (Times) and absent (Times)
Zhao Wanhua Nomination Committee
Sun Jihui Audit Committee 4 0 0
Salary and assessment committee 1 0 0
Nomination Committee 1 0 0
Liu Xu Audit Committee 4 0 0
Salary and assessment committee 1 0 0
(III) site investigation
In 2021, we will perform the duties of independent directors with diligence and conscientiousness. By attending the general meeting of shareholders, the meetings of the board of directors and the special committees of the board of directors, we will understand the production, operation and management of the company, consult the relevant materials of the company, listen to the introduction of the company’s management on the company’s operation and deliberations, and timely understand the actual production, operation and standardized operation of the company, Make independent judgments and decisions on major issues.
Relevant departments and personnel of the company actively cooperate with the work of independent directors to ensure that we enjoy the same right to know as other directors, and timely provide relevant meeting materials and transmit relevant information, which provides convenient conditions for us to perform our duties without any interference in the exercise of powers.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
We reviewed the company’s proposals related to related party transactions in 2021 and issued prior approval opinions and independent opinions. We believe that the relevant daily related party transactions of the company are required for normal production and operation, and the review procedures have been carried out in accordance with relevant laws and regulations, the articles of association and relevant systems. The relevant related party transactions follow the market-oriented pricing principles of fairness, impartiality and fairness, and are based on voluntariness, equality Cooperate for the purpose of mutual benefit and perform in accordance with the provisions of the agreement. The price or pricing method of related party transactions is fair and reasonable, which will not have an adverse impact on the company’s sustainable operation ability, and there is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders.
(II) external guarantee and fund occupation
In 2021, the company had no new external guarantees, and there was no occupation of funds by controlling shareholders and their related parties.
(III) use of raised funds
We have reviewed the relevant proposals on the deposit and use of the company’s raised funds in 2021 and issued independent opinions. We believe that the company deposits, manages and uses the raised funds in strict accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies and the management system of raised funds by companies, and there is no illegal deposit and use of raised funds, There is no situation that damages the overall interests of the company and all shareholders, especially minority shareholders.
(IV) merger and reorganization
In 2021, the company did not implement M & A.
(V) remuneration scheme and nomination of senior managers
1. The salary of the company’s senior managers in 2020 and the salary plan for 2021 are determined comprehensively according to the salary level of the company’s industry and region, combined with the company’s actual operation, assessment system and post responsibilities, evaluated by the company’s human resources department and reviewed by the salary and assessment committee of the board of directors, We unanimously agree on the salary of the company’s senior managers in 2020 and determine the salary plan for 2021. The salary of the company’s senior managers is in line with the actual operation of the company and the salary level of the industry and region, and there is no situation that damages the overall interests of the company and all shareholders, especially small and medium-sized shareholders.
2. During the reporting period, Mr. Wang Yan, Secretary of the board of directors and chief financial officer of the company, proposed to resign for personal reasons. We carefully reviewed the data of the candidates for senior management of the company (secretary of the board of directors Zhu Lihua and chief financial officer Yin Yunzhong), and agreed that the qualifications of the candidates for senior management met the relevant provisions of the company law, the articles of association and so on, There is no case that the company is not allowed to serve as the company’s senior managers as stipulated in the company law and the articles of association, and there is no case that it is determined by the CSRC that it is prohibited from entering the market or the period of prohibition has not expired. It is qualified for the position and meets the requirements of post responsibilities. The company’s nomination and appointment procedures for senior managers are legal and effective.
(VI) performance forecast and performance express
In 2021, the company did not disclose the performance forecast and performance express.
(VII) employment of accounting firms
In 2021, the company continued to employ Lixin Certified Public Accountants (special general partnership) (hereinafter referred to as “Lixin”) as the audit institution of the company in 2021. We believe that Lixin can fulfill its duties, be diligent and responsible in the audit work, follow the professional standards of independence, objectivity and impartiality, and complete the audit work of the company with due diligence. (VIII) cash dividends and other investor returns
In 2021, considering the development stage of the company, the current capital situation and the development needs of actual production and operation in the future, the company did not make profit distribution. According to the company law and other laws and regulations, the articles of association and other relevant provisions, combined with the actual operation of the company, we believe that the profit distribution plan of the company in 2020 meets the needs of the company’s long-term development, there is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders, and the decision-making procedures are legal and compliant.
(IX) performance of commitments of the company and shareholders
In 2021, the company, its controlling shareholders and actual controllers did not violate their commitments.
(x) implementation of information disclosure
In 2021, we continued to pay attention to and supervise the development of the company’s information disclosure, and carefully reviewed the relevant contents of the company’s information disclosure. The company strictly abides by the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and the management system of company information disclosure and other relevant provisions to perform the obligation of information disclosure. The announcement contents of information disclosure are true, accurate and complete, and there are no false records, misleading statements or major omissions, ensuring the timeliness and fairness of information disclosure, Ensure that investors can timely understand the relevant major issues of the company, and effectively safeguard the legitimate rights and interests of investors.
（11） Implementation of internal control
In 2021, the company established a relatively sound internal control system and system in accordance with the company law, the securities law and other laws and regulations and the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange. After reviewing the internal control evaluation report prepared by the board of directors according to the company’s internal control situation, we found no major defects in the design or implementation of the company’s internal control system, The actual operation of the company’s internal control mechanism meets the relevant requirements, is effectively implemented, and protects the legitimate rights and interests of the company and all shareholders. （12） Operation of the board of directors and its subordinate special committees
The board of directors has a strategy committee, a nomination committee, an audit committee and a remuneration and assessment committee. In 2021, the board of directors and its subordinate special committees operated in accordance with the requirements of the company law, the securities law, the articles of association and the rules of procedure of each special committee. The directors of the company were able to attend the meeting on time and carefully consider various proposals. The board of directors and its subordinate special committees gave full play to their professional role and played a positive role in the scientific decision-making of the board of directors and the healthy development of the company.
（13） New business development
In 2021, the company has always carried out main business activities focusing on the design, R & D, production, sales and service of five axis linkage CNC machine tools, expanded product models, broadened product application fields, and realized the wide application of products in aerospace, automobile, mechanical equipment, precision molds, tools, warship nuclear power and other fields.
4、 Overall evaluation and recommendations
In 2021, we strictly abided by laws and regulations, the articles of association, the working system of independent directors and other relevant provisions, earnestly performed the duties of independent directors, played the role of independent directors and safeguarded the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders, based on the principles of objectivity, impartiality and independence. In 2022, we will continue to pay attention to the company’s production and operation, decision-making on major matters, information disclosure and other matters, strengthen learning, be diligent and responsible, make full use of our professional knowledge and independent judgment ability, provide advice and suggestions for the company’s major decisions, resolutely safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders, and promote the healthy and sustainable development of the company.
It is hereby reported.
Kede Numerical Control Co.Ltd(688305) independent directors of the board of directors: Zhao Wanhua, sun Jihui, Liu Xu
