Shanghai Construction Group Co.Ltd(600170)
Report on the work of independent directors in 2021
. The work of 2021 is summarized as follows: I. Basic information of independent directors
As an independent director of the company, we are qualified to serve as an independent director of a listed company and ensure that there are no relationships and matters affecting the independence of serving as an independent director of the company. Our resume is as follows:
Ms. Hu Yiming, born in November 1963, is a doctor, Professor of accounting and doctoral supervisor. She was once a professor of Shanghai University of Finance and economics, an independent director of Comefly Outdoor Co.Ltd(603908) Zhejiang and an independent director of Shanghai Construction Group Co.Ltd(600170) the seventh board of directors; Currently, he is a professor at Antai School of economics and management, Shanghai Jiaotong University, director of corporate finance research center, member of Asia Pacific Management Accountant Steering Committee, director of China Accounting Society, independent non-executive director of superstar medical Holdings Co., Ltd., independent director of Debang Securities Co., Ltd., external director of bright food (Group) Co., Ltd., independent director of Shanghai Construction Group Co.Ltd(600170) the eighth board of directors, member of strategic development committee Chairman of the audit committee.
Ms. Liang Weibin, born in May 1971, has a doctor’s degree. She once served as the managing director of HSBC Global Investment Bank, vice president of China Merchants Securities Co.Ltd(600999) (Hong Kong) Co., Ltd., vice chairman of Shanghai kelingzhan New Chemical Co., Ltd., and independent director of Shanghai Construction Group Co.Ltd(600170) the seventh board of directors; He is currently a partner of Shanghai biomedical industry Equity Investment Fund Management Co., Ltd., an independent director of Shanghai Construction Group Co.Ltd(600170) the 8th board of directors, a chairman of the remuneration and assessment committee and a member of the nomination committee.
Mr. Li Ming, born in July 1963, has a master’s degree and is a lawyer. He once served as the director and partner of Shanghai Siwei law firm, an independent director of Shanghai Xuandong Communication Co., Ltd. Ningbo Gqy Video & Telecom Joint-Stock Co.Ltd(300076) independent director and West Shanghai Automotive Service Co.Ltd(605151) independent director; He is now a partner of Shanghai Siwei Lema law firm, an independent director of Shanghai microelectronics equipment (Group) Co., Ltd., an independent director of Shanghai Construction Group Co.Ltd(600170) the eighth board of directors, a member of the strategic development committee, a member of the remuneration and assessment committee, an audit committee and a chairman of the nomination committee.
2、 Annual performance of independent directors
1. Attendance at the board of directors
In 2021, the company held 8 board meetings. In strict accordance with the requirements of relevant laws and regulations, we diligently perform our duties, attend relevant meetings and review important matters of the company.
Names of independent directors: directors who should attend the meeting in person and absent by proxy (Times)
Number of meetings (Times) (Times)
Hu Yiming 8 8 0 0
Liang Weibin 8 8 0 0
Li Ming 8 8 0 0
We have carefully reviewed and verified the relevant materials submitted to the board meeting for consideration and the relevant matters considered at the meeting, and deliberated and voted on the relevant proposals.
2. Attendance at special committees of the board of directors
In 2021, the company held four meetings of the audit committee of the board of directors, three meetings of the remuneration and assessment committee, two nomination committees and one strategy committee. We performed our duties diligently, attended relevant meetings and considered relevant matters.
Name of independent director: he / she should attend the board of directors in person and be absent by proxy (Times)
Number of special committees (Times) (Times)
Hu Yiming
Liang Weibin 10
Li Ming 10 100 0
3. Attendance at the general meeting of shareholders
In 2021, the company held two general meetings of shareholders. We performed our duties diligently and attended the shareholders’ meeting in strict accordance with the requirements of relevant laws and regulations.
Names of independent directors should attend the general meeting of shareholders this year (Times) in person (Times) absent (Times)
frequency
Hu Yiming 2 0
Liang Weibin 2 0
Li Ming 2 0
In 2021, independent directors communicated with relevant personnel of the company or intermediary from time to time to learn about the operation of the company in a timely manner. In the process of performing their duties, the board of directors, management and relevant staff of the company were diligent and gave active and effective cooperation and support.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
On April 22, 2021, the 17th session of the 8th board of directors of the company reviewed and approved the report on the implementation of the company’s daily related party transactions in 2020 and the forecast report of the company’s daily related party transactions in 2021. The company’s daily related party transactions are mainly the purchase of goods, acceptance of labor services, sales of goods and provision of labor services from the controlling shareholder Shanghai Construction Group Co.Ltd(600170) Holding Group Co., Ltd. and its affiliated enterprises.
We believe that the pricing of related party transactions in 2021 is fair and reasonable, which is conducive to the future development of the company, and there is no damage to the interests of the company, minority shareholders and non related shareholders.
(II) external guarantee and fund occupation
In 2021, the company provided guarantees to subordinate enterprises in strict accordance with the authorized amount deliberated and approved by the resolution of the general meeting of shareholders. The functional departments of the company performed the relevant verification and approval work with diligence.
The estimated amount of external guarantee of the company in 2022 has been deliberated and approved by the board of directors of the company and will be submitted to the general meeting of shareholders of the company for deliberation.
(III) use of raised funds
During the reporting period, the company did not raise funds or use the funds raised in the early stage to the current period. (IV) nomination and remuneration of senior managers
During the reporting period, based on the principle of independent and objective judgment, we carefully reviewed the remuneration of the company’s senior managers in 2021 and believed that the company’s support for senior managers did not harm the interests of the company and shareholders.
(V) performance forecast and performance express
On February 18, 2021, the company disclosed the announcement of Shanghai Construction Group Co.Ltd(600170) 2020 annual performance express (p.2021016); On February 26, 2022, the company disclosed the announcement of Shanghai Construction Group Co.Ltd(600170) 2021 annual performance express (p.2022018).
(VI) appointment of accounting firms
On June 2, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the proposal on hiring the 2021 annual audit institution, and decided to hire Lixin Certified Public Accountants (special general partnership) as the company’s 2021 annual audit institution.
(VII) cash dividends and other investor returns
On June 2, 2021, the company’s 2020 annual general meeting of shareholders deliberated and approved the company’s 2020 annual profit distribution plan, which has been implemented on June 25, 2021.
(VIII) performance of commitments of the company and shareholders
During the reporting period, the controlling shareholder of the company Shanghai Construction Group Co.Ltd(600170) Holding Group Co., Ltd. actively fulfilled the relevant commitments issued during the two rounds of asset restructuring of the company in 2010 and 2011; Shanghai Guosheng (Group) Co., Ltd., the shareholder of the company, actively fulfilled the relevant commitments issued when the company’s state-owned equity was transferred free of charge in 2015, and there was no inconsistency with the commitment requirements.
(IX) implementation of information disclosure
In 2021, the company strictly complied with the relevant provisions of laws, regulations and rules such as the company law, the securities law, the administrative measures for information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and the articles of association and relevant internal control systems, and truthfully, accurately, timely and completely disclosed 4 periodic reports and 84 temporary announcements, safeguarding the legitimate rights and interests of the company and the majority of investors.
(x) implementation of internal control
The company has established a systematic internal control system in accordance with the basic norms of enterprise internal control and the relevant requirements of the CSRC and the exchange. In 2021, the company carried out internal control self-assessment twice in half a year and every year as required, and hired Lixin certified public accountants as the audit institution to carry out internal control audit. No major internal control defects were found in the company.
（11） Operation of the board of directors and its subordinate special committees
During the reporting period, the company held 8 meetings of the board of directors, 4 meetings of the audit committee of the board of directors, 3 meetings of the remuneration and assessment committee, 2 meetings of the nomination committee and 1 meeting of the strategy committee. We have been diligent and conscientious, earnestly fulfilled the responsibilities and obligations of independent directors, actively participated in the work of the board of directors and its special committees, and deliberated relevant bills.
（12） Other matters that the independent directors think the listed company needs to improve
During the reporting period, the company accrued a large amount of impairment for related projects of Evergrande. It is suggested that the company pay attention to financial risks, do a good job in litigation and creditor’s rights recovery, and reduce the company’s losses.
4、 Overall evaluation
During the reporting period, we diligently performed the duties of independent directors. We actively participated in the decision-making of major issues of the company, supervised the daily management and operation of the company, paid close attention to the macroeconomic situation and industry trends, put forward many suggestions for the sustainable development of the company, and effectively safeguarded the legitimate interests of the majority of shareholders of the company.
In 2022, facing the new situation and challenges, we will continue to be faithful and diligent, perform our duties well, promote the continuous improvement of corporate governance structure, safeguard the rights of shareholders and help the company improve its ability of sustainable development.
(this page is the signature page of Shanghai Construction Group Co.Ltd(600170) 2021 annual report on the work of independent directors, without text)
Signature of independent director:
Hu Yiming:
Liang Weibin:
Li Ming:
April 15, 2022
