Guangxi Wuzhou Zhongheng Group Co.Ltd(600252)
Report on the work of independent directors in 2021
As an independent director of Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) (hereinafter referred to as “the company” or ” Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) “), in accordance with the provisions and requirements of the company law, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the rules for independent directors of listed companies and the articles of association, we diligently performed the duties of independent directors in 2021, attended relevant meetings and carefully considered various proposals of the board of directors, He expressed independent opinions on major issues, effectively safeguarded the overall interests of the company and the interests of all shareholders, especially minority shareholders, and gave full play to the independent role of independent directors. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Mr. Li Zhongjun, born in September 1964, is a member of the Communist Party of China, professor and doctoral supervisor of the school of pharmacy of Peking University, with a doctorate in science Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) independent directors. Former Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) independent director. Social part-time work: member of the professional committee of pharmaceutical chemistry of China Pharmaceutical Association and chairman of the professional committee of pharmaceutical chemistry of Beijing Pharmaceutical Association; He is the editorial board member of Chinese chemical letter, Chinese Journal of pharmaceutical chemistry, Chinese Pharmacy (UK) and other magazines.
Mr. Wang Hongliang, born in April 1973, is a member of the Communist Party of China, a professor and doctoral supervisor of the Law School of Tsinghua University, a doctor of civil and commercial law of China University of political science and law, Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) independent director, a doctor of law of the University of Freiburg, Germany, and a winner of the chancellor’s scholarship of Humboldt, Germany. Concurrently serve as Inner Mongolia First Machinery Group Corporation Co.Ltd(600967) , independent director of Bank of Dalian.
Mr. Li Junhua, born in November 1976, has a postgraduate degree and a master of accounting. He began to work in July 2000. He has worked in Xianghao certified public accountants and Daxin certified public accountants. He has practiced in large tax agent firms and law firms in China. He has more than 20 years of rich experience in financial audit, tax consultation and planning, tax related assurance and company legal counsel. He has provided financial audit, tax related appraisal, tax consultation and planning, and financial and tax legal advisory services for many large enterprise groups, real estate enterprises, high-tech enterprises, administrative institutions, etc. Currently, he is the executive director and general manager of Guangxi Yucheng certified public accountants Co., Ltd., and Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) independent director.
(II) whether there is any situation affecting independence
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position among the major shareholders of the company; There is no relationship with the company and its major shareholders that prevents us from making independent and objective judgments, and there is no situation that affects the independence of independent directors.
2、 Annual performance of independent directors
In 2021, the company held 15 meetings of the board of directors and 5 general meetings of shareholders. The specific attendance at the meetings of the board of directors and the general meeting of shareholders is as follows:
Participation in the board of directors and the shareholders’ meeting of independent directors
Name number of times of attending the shareholders’ board of directors in person and entrusted by communication in absentia this year number of times of attending the general meeting
Li Zhongjun 15 15 14 00 01
Wang Hongliang 15 15 14 0 0 0
Li Junhua 15 15 6 0 05
We attended the board of directors and some shareholders’ meetings held by the company, earnestly performed the duties of independent directors and timely learned about the company’s production and operation information. Before the meeting of the board of directors, we took the initiative to collect and obtain the materials and information necessary for making resolutions according to the deliberation matters listed in the meeting notice, carefully considered each proposal at the meeting and actively participated in the discussion. Based on the principles of diligence, due diligence, integrity and responsibility, we carefully considered all the proposals at the meeting and voted for them without voting against or abstaining.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we earnestly performed the duties of independent directors, exercised voting rights independently, objectively and prudently, and expressed independent opinions on various major matters of the company.
(I) related party transactions
During the reporting period, we reviewed the related party transactions actually occurred in the company in 2021 according to the procedures. The related party transactions that need to be submitted to the board of directors have passed the review and approval of the related party transaction Review Committee of the board of directors and obtained our approval in advance. We believe that the review and decision-making procedures of the company’s related party transactions comply with the provisions of relevant laws, regulations and normative documents, and all parties to the transaction follow the principles of openness, fairness and fairness Based on the principle of fairness and good faith, the pricing is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders. And agreed to submit it to the general meeting of shareholders for deliberation. (II) external guarantee and fund occupation
1. External guarantee
In accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 8 – regulatory requirements for capital transactions and external guarantees of listed companies issued by the CSRC, the company’s situation has been carefully reviewed. Based on our independent judgment, we believe that the company can strictly abide by the provisions of relevant laws and regulations and the articles of association, earnestly perform the approval and disclosure obligations of external guarantee, control the risk of external guarantee, and find no damage to the interests of the company’s shareholders, especially small and medium-sized shareholders.
2. Occupation of funds
In accordance with the relevant provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies issued by the CSRC, through careful verification of the financial statements and the special instructions on the occupation of funds by Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) holding shareholders and other related parties issued by YONGTUO Certified Public Accountants (special general partnership). We believe that there is no illegal occupation of the company’s funds by the controlling shareholders and their related parties.
(III) use of raised funds
YONGTUO Certified Public Accountants (special general partnership) has issued the assurance report on the deposit and actual use of raised funds. We believe that the deposit and actual use of raised funds raised by the company’s non-public offering of shares comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds.
The company has standardized the storage and use of raised funds and fulfilled corresponding information disclosure obligations in accordance with relevant laws and regulations and the company’s management system.
(IV) remuneration of senior managers
The annual basic salary of senior managers shall be paid on an average monthly basis. The remuneration and assessment committee of the board of directors shall comprehensively evaluate the performance of senior executives according to the completion of various indicators of annual business performance, and the company shall pay annual performance bonuses to senior executives at one time according to the evaluation results. The salary payment procedure shall comply with relevant laws and regulations and relevant systems and regulations of the company.
(V) performance forecast and performance express
On January 26, 2022, the company disclosed the announcement of annual performance reduction in 2021. It is estimated that the net profit attributable to shareholders of Listed Companies in 2021 is expected to decrease by 1 Tianjin Jiuri New Materials Co.Ltd(688199) million yuan to 2818199 million yuan compared with the same period of last year (statutory disclosure data), a year-on-year decrease of 30% to 50%; Compared with the same period of the previous year (legally disclosed data), the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is expected to decrease by 2174697 million yuan to 3304697 million yuan, a year-on-year decrease of 49% to 74%.
(VI) appointment or replacement of accounting firms
During the reporting period, the company did not change its accounting firm, but was still YONGTUO accounting firm (special general partnership). With regard to the Guangxi Wuzhou Zhongheng Group Co.Ltd(600252) proposal on hiring an audit institution for financial statements and internal control in 2021, we carefully reviewed the relevant materials provided by the board of directors, and conducted necessary communication according to the relevant circumstances on the premise of fully understanding the background information of the company’s continued appointment of an accounting and audit institution, The motion was approved by us in advance. We reviewed the appointment procedures and the qualifications of the institutions to be appointed and gave independent opinions. We agreed to renew the appointment of YONGTUO Certified Public Accountants (special general partnership) as the auditor of the company’s financial statements and internal control in 2021, and agreed to submit it to the general meeting of shareholders for deliberation.
The matter was deliberated and approved at the 29th meeting of the ninth board of directors, the 15th meeting of the ninth board of supervisors and the third extraordinary general meeting of shareholders in 2021 on August 27 and November 15, 2021 respectively. YONGTUO Certified Public Accountants (special general partner) was agreed to continue to serve as the audit institution of the company’s financial statements and internal control in 2021, The audit fee in 2021 is 800000 yuan (including 450000 yuan for financial statement audit and 350000 yuan for internal control audit).
(VII) cash dividends and other investor returns
The 24th Meeting of the ninth board of directors and the 2020 annual general meeting of shareholders of the company deliberated and approved the 6 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 020 profit distribution plan. The company’s profit distribution plan for 2020 is as follows: This dividend distribution plans to distribute cash dividends of 0.86 yuan (including tax) for every 10 shares based on 3425208704 shares after deducting treasury shares from the total share capital at the end of 2020, and distribute cash dividends of 29456794854 yuan (including tax) to all shareholders registered in the dividend distribution equity, accounting for 52.34% of the net profit attributable to shareholders of the listed company in 2020. The profit distribution has been implemented in May 2021. We believe that the company’s profit distribution plan complies with the relevant provisions of national laws and regulations and the articles of association, is conducive to the healthy and stable development of the company, and does not harm the interests of shareholders.
(VIII) performance of commitments of the company and shareholders
During the reporting period, all commitments of the company and shareholders were strictly observed.
(IX) implementation of information disclosure
In 2021, the company disclosed 4 periodic reports and 109 temporary announcements. The company performs the obligation of information disclosure in strict accordance with relevant laws and regulations and the company’s system. The relevant information disclosure personnel of the company can do a good job of information disclosure in accordance with the requirements of laws and regulations, and the content of information disclosure is timely, accurate and complete.
(x) implementation of internal control
During the reporting period, the company continued to promote the construction of internal control system in an orderly manner in accordance with the relevant requirements of the code for the governance of listed companies, the basic norms of enterprise internal control and supporting guidelines, combined with its own business characteristics and development reality. On the basis of strengthening daily supervision and special inspection, the company evaluated the effectiveness of internal control in key business processes and key control links, The 2021 annual internal control evaluation report of the company was formed.
YONGTUO Certified Public Accountants (special general partnership) hired by the company has audited the effectiveness of internal control related to the company’s financial report and issued a standard unqualified internal control audit report.
（11） Operation of the board of directors and its subordinate special committees
During the reporting period, the board of directors of the company diligently performed its duties and obligations in accordance with laws and regulations, normative documents and the articles of association, seriously carried out various work, and actively promoted the standardized operation of the company and the smooth development of related work. The audit committee, strategy committee, nomination committee, risk control and compliance committee and remuneration and assessment committee under the board of directors perform their duties in accordance with the working rules, give full play to their professional skills, actively participate in the discussion and express their opinions, and promote the scientificity and effectiveness of the decision-making of the board of directors.
4、 Overall evaluation and recommendations
As independent directors of the company, we effectively perform our duties as independent directors based on the principles of objectivity, impartiality and independence, strengthen the awareness of protecting public shareholders, pay full attention to the company’s production and operation and various developments, and provide reference opinions for the scientific decision-making of the board of directors in combination with our professional directors and work experience, so as to promote the standardized operation, healthy and sustainable development of the company. In 2022, we will continue to be diligent and conscientious, strengthen communication and cooperation with the company’s directors, supervisors and management, improve our professional level and decision-making ability, actively promote and continuously improve the company’s governance level, play a positive role in promoting the stable operation of the company and protect the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
It is hereby reported.
(there is no text on this page, which is only the signature page of 6 Zhejiang Zhongcheng Packing Material Co.Ltd(002522) 021 annual report of independent directors.) independent directors:
Li Zhongjun, Wang Hongliang, Li Junhua
April 15, 2022
