Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd
Report on the work of independent directors in 2021
As an independent director of Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. (hereinafter referred to as “the company”), we independently, faithfully, diligently and conscientiously exercise the rights conferred by the company, timely understand the production and operation of the company, and pay full attention to the sustainable development of the company in strict accordance with the company law, the governance standards of listed companies, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association, Actively attended the board meeting held by the company in 2021, expressed independent and objective opinions on relevant matters considered by the board of directors, faithfully performed the duties of independent directors, gave full play to the independent role of independent directors, and safeguarded the interests of the company and shareholders, especially minority shareholders. Now we report our work in 2021 as follows:
1、 Basic information of independent directors
The independent directors of the board of directors of the company are professionals in the fields of enterprise management, finance and economics, financial accounting or law. During the reporting period, the number of independent directors of the company exceeded one third of the number of the board of directors. The proportion of independent directors and professional conditions meet the normative requirements of relevant laws and regulations, and have the ability to provide professional support for the company’s business decisions. In addition, we strictly comply with the relevant requirements of the guidelines for the filing and training of independent directors of Listed Companies in Shanghai Stock Exchange, and there is no situation affecting the independent performance of duties.
2、 Performance of independent directors in 2021
(I) attendance at the board of directors and shareholders’ meeting
In 2021, the company held 13 meetings of the board of directors, 1 annual general meeting and 3 extraordinary general meetings. The above meetings were convened and held in accordance with legal procedures, and relevant procedures were performed for major business decision-making matters. As independent directors of the company, we personally or entrust other independent directors to attend all the board meetings in 2021, actively attend the general meeting of shareholders of the company, give full play to their professional level and experience in professional fields with a rigorous working attitude, and carefully review and strictly control major business decisions, structural adjustment, preparation of periodic reports, norms of connected transactions, implementation of internal control and other matters.
(II) objections raised by independent directors to the proposal
In 2021, we did not raise any objection to the company’s various board meetings and other non board meetings.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in relevant laws and regulations and the company’s rules and regulations, and expressed objective and impartial independent opinions. The details are as follows:
(I) related party transactions
In 2021, we focused on the standardized management of the company’s related party transactions, gave full play to the independent audit role of independent directors, carefully checked and commented on the annual daily operational related party transactions and other matters, and believed that the implementation of the above matters was in line with the company’s overall development strategy, conducive to the overall improvement of the company’s operating performance, and there was no case of transferring benefits to related parties and damaging the interests of the company’s shareholders, He expressed his agreement on the decision-making procedures, transaction rationality and compliance of related party transactions.
(II) external guarantee and fund occupation of related parties
In accordance with the provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital exchanges and external guarantees of listed companies issued by the CSRC, we have checked the external guarantees of the company and the occupation of funds by related parties, and believe that as of December 31, 2021, the company’s guarantee situation does not harm the interests of minority shareholders, and the company, major shareholders and their subsidiaries do not occupy non operating funds, The occupation of funds is a business transaction formed by normal transactions, and there is no situation that damages the interests of minority shareholders.
(III) appointment of accounting firms
According to the relevant resolutions of the board of directors and the general meeting of shareholders, in 2021, the company appointed Ernst & Young Huaming Certified Public Accountants (special general partnership) as the company’s external audit institution, which can follow the relevant principles of objectivity and independence in the audit process. Based on our independent judgment, we believe that the audit work and practice quality in 2021 meet the requirements.
(IV) cash dividends and other investor returns
In 2020, the company did not make profit distribution.
In 2021, in order to encourage the company’s shareholders to hold the company’s shares for a long time, boost shareholders’ confidence and establish a positive capital market image of the company, combined with the company’s performance in 2021, it is proposed to distribute cash dividends of RMB 0.5 (including tax) to all shareholders for every 10 shares based on the total share capital of 5268353501 shares as of December 31, 2021 and the undistributed profits as of December 31, 2021. In 2021, the company did not give bonus shares and did not convert capital reserve into share capital.
4、 Overall evaluation and recommendations
In 2021, the independent directors of the company complied with relevant laws, regulations and the articles of association, scrupulously fulfilled their obligations of integrity and diligence, and actively participated in special training. In order to make the decision-making more scientific and reasonable, actively perform the duties of independent directors through talks, communication, data access and other means, fully understand the matters that need to be submitted to the board of directors for decision-making before the meeting, attend the board of directors with a serious and responsible attitude, pay attention to the development of the company, actively participate in various publicity activities organized by the company, perform their duties independently, and participate in the company’s decision-making on the basis of knowing the situation in advance, Made independent and objective judgments on the matters discussed, expressed clear opinions, put forward many constructive opinions and suggestions on a number of proposals, made independent and prudent judgments on all proposals of the board of directors, and voted in favour, safeguarding the overall interests of the majority of shareholders of the company.
In 2022, as an independent director of the company, we will continue to fulfill our duties and duties diligently, further strengthen various work, constantly promote the improvement of the standard governance level of the company, and effectively safeguard the legitimate rights and interests of the company and investors, especially small and medium-sized investors.
Independent directors: Bai Yunxia, Zhao Zhanbo, Zhang Hua, Sheng leiming Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. April 13, 2022
