Sinomach Precision Industry Co.Ltd(002046)
2021 annual report of independent directors
Shareholders and representatives:
hello everyone! As an Sinomach Precision Industry Co.Ltd(002046) independent director, I diligently, dutifully and faithfully performed my duties in 2021 in accordance with the relevant provisions and requirements of laws and regulations such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the internal rules and regulations such as the system of independent directors of the company, actively attended relevant meetings, carefully considered various proposals of the board of directors and expressed independent opinions on relevant matters of the company, My performance of duties as an independent director in 2021 is as follows:
1、 Attendance at meetings
In 2021, the company held 9 board meetings and attended 9 meetings in person.
This year, I voted in favor of the proposals considered at each board meeting.
2、 Opinions of independent directors
In 2021, as an independent director, he expressed independent opinions on 21 matters during the reporting period, such as internal control, related party transactions, renewal of accounting firm, external guarantee, use of raised funds and adjustment of raised investment projects, asset pool business and restricted stock incentive. The details are as follows:
(I) on January 20, 2021, two independent opinions were issued:
1. On changing raised funds for investment and construction of "Yibin science and Technology Industrial Park (phase I) project"
The raised funds not used after the termination of the "high-speed precision heavy-duty bearing industrialization demonstration line construction project" are used for the construction of "Yibin science and Technology Industrial Park (phase I)" project. After full demonstration, the new project is in line with the company's development strategy and has a good market prospect. The change of the use and investment direction of the raised funds is in compliance with the procedures, and there is no damage to the interests of all shareholders. We agree that the company will change the issue of raised funds this time and agree to submit the issue to the general meeting of shareholders of the company for deliberation.;
2. On candidates for directors of the seventh board of directors
(1) The director candidates nominated this time comply with the relevant provisions of the company law and the articles of association on the qualifications and conditions of directors, have the ability and professional quality suitable for the requirements of functions and powers, and have not found any violation of the relevant provisions of the company law or the fact that they have been determined as market banned by the China Securities Regulatory Commission and the ban has not been lifted, It is not found that the candidates for independent directors are not allowed to be nominated as independent directors according to the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of listed companies of small and medium-sized board enterprises of Shenzhen Stock Exchange, the articles of association and the independent director system of the company;
(2) The nomination procedure of this director candidate complies with the relevant provisions of the company law and the articles of Association;
(3) It is agreed to submit the candidates nominated by the board of directors for the seventh session of the board of directors to the first extraordinary general meeting of shareholders of the company in 2021 for election.
(II) on February 5, 2021, the independent opinion on the appointment of senior managers of the company was issued, which reads as follows:
1. The qualifications of the general manager and other senior managers employed by the company are legal.
After reviewing the personal resumes of Mr. Chen Feng, Mr. Wang Jinghua, Mr. Jiang Wei, Mr. Yan Ning, Mr. Liu Bin and Mr. Zhao Xianggong, it is not found that there is any situation stipulated in Article 146 of the company law, nor is it found that the prohibition has not been lifted due to being determined as a market prohibited person by the CSRC. We believe that the senior managers appointed by the board of directors have the job conditions and professional quality suitable for the requirements of their functions and powers; 2. The appointment procedures of the general manager and other senior managers shall comply with the relevant provisions of the company law and the articles of association.
(III) on April 23, 2021, the following independent opinions were issued:
1. The independent opinion on the remuneration of directors and senior executives of the company holds that:
In 2020, the company strictly implemented the salary system, assessment and incentive system for directors and senior managers, and the salary payment procedures were in line with relevant laws and regulations and the articles of association, rules and regulations.
2. The special instructions and independent opinions on the occupation of the company's funds by external guarantees and related parties believe that:
As of December 31, 2020, the company has no non operating funds occupied by related parties in previous years and accumulated to December 31, 2020.
As of December 31, 2020, the company had guarantees for wholly-owned subsidiaries and between wholly-owned subsidiaries. In addition, there were no external guarantees, illegal external guarantees, etc. in the previous years and accumulated to December 31, 2020. Based on the above facts, we believe that the company has strictly implemented the provisions of relevant laws and policies and effectively safeguarded the interests of the company and shareholders.
3. The independent opinion on the self-evaluation report of internal control in 2020 holds that:
After verification, the company has established a relatively perfect corporate governance structure and a relatively sound internal control system, which meets the requirements of relevant laws and regulations and securities regulatory authorities. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
4. The independent opinion on continuing the appointment of audit institutions holds that:
Lixin Certified Public Accountants (special general partnership) has a good reputation in China's audit industry. When acting as the company's audit institution, it adheres to a fair and objective attitude to conduct independent audit, and has sufficient competence and investor protection ability. The continued employment of this firm is conducive to ensuring the quality of audit work and protecting the interests of listed companies and other shareholders, especially the interests of minority shareholders, The renewal procedures comply with the relevant provisions of relevant laws and regulations. We agree to recommend the firm as the company's audit institution in 2021. 5. The independent opinion on the profit distribution plan in 2020 holds that:
The 2020 profit distribution plan proposed by the board of directors of the company is based on the actual situation of the company, complies with the provisions of the articles of association and the company's shareholder return plan for the next three years (20182020), and does not harm the interests of investors. We agree to the profit distribution plan and agree to submit it to the 2020 shareholders' meeting for deliberation.
6. The independent opinion on the prediction of daily connected transactions in 2021 holds that:
(1) The connected transaction was deliberated and approved at the second meeting of the seventh board of directors of the company. During the deliberation, the connected directors avoided the voting of the board of directors. The review procedures of the related party transaction comply with the provisions of relevant laws, regulations and the articles of Association;
(2) The fair transaction price between the company and the above-mentioned related parties in purchasing goods, receiving labor services, selling goods and providing labor services is in line with the interests of the listed company and all shareholders, and does not damage the interests of the company and other shareholders, especially medium and small shareholders and non related shareholders;
(3) We agree to the transaction.
7. The verification opinions on the actual transaction amount between the company and subordinate enterprises of state machinery group and white pigeon company in 2020 is more than 20% lower than expected, and there is a large difference between the actual transaction object and the expected object with subordinate enterprises of state machinery group:
In 2020, the actual transaction amount between the company and subordinate enterprises of state machinery group and white dove company was more than 20% lower than expected, mainly because the company estimated the possible business amount of the whole year based on the information obtained at the beginning of the year when predicting the daily connected transaction quota in 2020. In the actual process, some expected businesses did not occur in the current year, and some unexpected businesses occurred in the current year, The amount of some businesses is lower than the expected amount at the beginning of the year, resulting in large differences between the actual amount and the expected amount, and between the actual trading partner and the expected object.
The related party transactions of the company are in line with the actual situation and business needs. The transactions are priced according to the market principles, fair and reasonable, and do not harm the interests of the company and minority shareholders.
8. The independent opinion on continuing asset pool business holds that:
(1) The asset pool business carried out by the company has reduced the company's capital occupation, optimized the financial structure, improved the capital utilization rate and achieved the expected results.
(2) We agree that the company will continue to carry out the asset pool business with a total amount of no more than 300 million yuan, and the business period will be from May 8, 2021 to May 31, 2022. During the business term, the above quota can be recycled and corresponding guarantee shall be provided to the bank.
(3) We agree to submit the matter to the general meeting of shareholders for deliberation.
9. The independent opinion on the continuous risk assessment report of state machinery finance Co., Ltd. believes that:
(1) In order to control business risks and ensure the safety of funds, according to the requirements of the risk disposal plan, axis research technology has conducted a continuous risk assessment on Sinochem finance company. The continuous risk assessment report is objective and fair, reflects the risk status of Sinomach finance company, and is conducive to the company's timely and effective prevention of relevant risks.
(2) The matter was deliberated and approved at the second meeting of the seventh board of directors of the company. During the deliberation, the related directors avoided the voting of the board of directors, and the deliberation procedure was in line with the provisions of relevant laws, regulations and the articles of association. 10. The independent opinion on using part of idle raised funds to temporarily supplement working capital holds that the company's use of part of idle raised funds to temporarily supplement working capital meets the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange. The company has temporarily supplemented some idle raised funds with working capital and fulfilled the necessary procedures. The contents of the proposal and voting procedures comply with the provisions of relevant systems and the actual situation of the use of the company's raised funds. There is no change in the investment direction of the raised funds and damage to the interests of shareholders. It is agreed that the company will use some idle raised funds to supplement working capital temporarily.
11. The independent opinions on the use of temporarily idle raised funds for cash management holds that:
(1) On the premise of ensuring that the construction of the raised funds will not be affected, the company uses the temporarily idle raised funds of no more than 110 million yuan for cash management, which is conducive to improving the efficiency of fund use, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of the company's shareholders.
(2) We agree to manage the amount of large-scale cash deposits (including the amount of RMB 11000 yuan) and idle certificates of deposit (excluding the amount of RMB 11000 yuan) within the agreed time limit of the company's commercial deposit and commercial notice.
12. The independent opinion on the shareholder return plan for the next three years (20202022) holds that:
The shareholder return plan for the next three years (20202022) formulated by the company complies with the provisions of relevant laws, regulations, normative documents and the articles of association, which is conducive to investors' stable expectation of the company's future profit distribution and to protecting the interests of shareholders, especially small and medium-sized shareholders. We agree to this plan and agree to submit it to the general meeting of shareholders of the company for deliberation.
13. The independent opinion on the replacement of directors holds that:
The proposed director candidates meet the relevant provisions of the company law and the articles of association on the qualification and conditions of directors, have the ability and professional quality suitable for the requirements of functions and powers, and agree to submit this proposal to the general meeting of shareholders of the company for deliberation without finding any violation of the relevant provisions of the company law and being determined as a market prohibited person by the China Securities Regulatory Commission and the prohibition has not been lifted.
(IV) on August 12, 2021, two independent opinions were issued:
1. The special instructions and independent opinions on the occupation of the company's funds by external guarantees and related parties believe that:
Non operating funds occupied by related parties as of June 30, 2014.
(2) As of June 30, 2021, the company had guarantees for wholly-owned subsidiaries and between wholly-owned subsidiaries. In addition, there were no external guarantees, illegal external guarantees and other situations, and there were no external guarantees, illegal external guarantees and other situations that occurred in previous years and accumulated to June 30, 2021.
(3) Based on the above facts, we believe that the company has strictly implemented the provisions of relevant laws and policies and effectively safeguarded the interests of the company and shareholders.
2. According to the independent opinion on the risk continuous assessment report of state machinery finance Co., Ltd. (1) in order to control business risks and ensure capital safety, Sinomach Precision Industry Co.Ltd(002046) conducted a risk continuous assessment on state machinery finance Co., Ltd. according to the requirements of the risk disposal plan. The continuous risk assessment report is objective and fair, reflects the risk status of Sinomach finance company, and is conducive to the company's timely and effective prevention of relevant risks.
(2) The matter was deliberated and approved at the fourth meeting of the seventh board of directors of the company. During the deliberation, the related directors avoided the voting of the board of directors, and the deliberation procedure was in line with the provisions of relevant laws, regulations and the articles of association. (V) on October 28, 2021, the independent opinion on the resignation of the general manager was issued, which reads as follows:
1. After verification, Mr. Chen Feng's resignation as general manager is a job transfer, which is consistent with the reasons disclosed. After resignation, Mr. Chen Feng will no longer work in Sinomach Precision Industry Co.Ltd(002046) company.
2. Mr. Chen Feng's resignation as general manager is a normal work change, which will not have an adverse impact on the company's daily management and operation.
(VI) on December 3, 2021, the company issued the independent opinions on matters related to the company's restricted stock incentive plan, which is as follows:
1. The company does not have laws and regulations such as the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures"), the Trial Measures for the implementation of equity incentive by state-controlled listed companies (domestic) (hereinafter referred to as the "Trial Measures") and the guidelines for the implementation of equity incentive by listed companies controlled by central enterprises (hereinafter referred to as the "guidelines") Where the implementation of the equity incentive plan is prohibited by laws and regulations and normative documents, the company has the subject qualification to implement the equity incentive plan.
Comply with relevant laws, regulations, rules and normative documents on participation qualification.
3. The contents and review procedures of the Sinomach Precision Industry Co.Ltd(002046) restricted stock incentive plan (Revised Draft) and its summary comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the trial measures, work guidelines, administrative measures, etc. there is no violation of relevant laws and regulations on the granting and lifting of restricted stock to each incentive object, There is no situation that damages the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees and other forms of financial assistance for incentive objects.
5. The company's implementation of equity incentive plan is conducive to further establish and improve the company's long-term incentive and restraint mechanism, and fully mobilize the enthusiasm of the company's core technical talents and management backbone
