Hangxiao Steel Structure Co., Ltd
Report on the work of independent directors in 2021
As an independent director of the seventh board of directors of Hangxiao Steel Structure Co.Ltd(600477) (hereinafter referred to as "the company"), we performed our duties honestly, diligently and independently in 2021 in strict accordance with the provisions of the company law, the securities law, the rules for independent directors of listed companies and other relevant laws and regulations, as well as the requirements of the articles of association and the working system for independent directors of the company, and timely learned the production and operation information of the company, Pay full attention to the development of the company, actively attend relevant meetings held by the company, give full play to the role of independent directors and special committees, promote the standardized operation of the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders.
Our main performance report for 2021 is as follows:
1、 Basic information of independent directors
There are three independent directors in the 7th board of directors of the company, namely Mr. Luo Jinming, Ms. Wang Hongwen and Mr. Zhou Yongliang. The specific personal information is as follows:
1. Luo Jinming, male, born in 1968, Professor of accounting, certified public accountant. He once served as a teacher of economics of Nanchang nonferrous metals industrial school, deputy director of business management department of Jingdezhen Ceramic college, deputy director of Academic Affairs Office of Jingdezhen Ceramic college, vice president of School of Finance and accounting of Zhejiang industrial and Commercial University, and director of Audit Office of Zhejiang industrial and Commercial University. He is currently the Secretary of the Party committee of the school of accounting of Zhejiang University of technology and industry, Riyue Heavy Industry Co.Ltd(603218) , Zhejiang China Zhejiang China Commodities City Group Co.Ltd(600415) Group Co., Ltd., Wanyuan ecology Co., Ltd., Ningbo Qiancheng home furnishing Co., Ltd. and the independent director of the company. 2. Wang Hongwen, female, born in 1972, has a postgraduate degree, is a member of the Communist Party of China and an economist. He was the executive vice president and Secretary General of Zhejiang Listed Companies Association. Currently, he is the managing director of PWC capital, Hang Zhou Iron & Steel Co.Ltd(600126) , China Kings Resources Group Co.Ltd(603505) , Minfeng Special Paper Co.Ltd(600235) , Zhejiang Double Arrow Rubber Co.Ltd(002381) and the independent director of the company.
3. Zhou Yongliang, male, born in 1963, doctor of law. He once served as deputy director of Beijing Vision Consulting Center, President of Beijing Guofu Economic Research Institute and independent director of Shaanxi Construction Machinery Co.Ltd(600984) ( Shaanxi Construction Machinery Co.Ltd(600984) ). He is currently the chairman of Beijing Guofu Innovation Management Consulting Co., Ltd., Sanxiang Technology (831195), Wanlv Biology (830828) and the independent director of the company.
As an independent director of the company, we do not hold any position in the company other than an independent director, nor do we hold any position in the company's shareholder units and their subsidiaries, and we are not affected by the company's major shareholders, actual controllers or other units or individuals with an interest in the company, nor do we have any other circumstances that affect our independence. 2、 Annual performance overview
1. Attendance at the board of directors and general meeting of shareholders:
In 2021, the company held 12 board meetings and 3 general meetings of shareholders. The details of our attendance at the board meeting and the general meeting of shareholders in 2021 are as follows:
Participation in the board of directors and shareholders' meeting
The directors shall personally check whether the communication is continuous this year
Name attending the board of directors attendance method attending the board of directors entrusted to attend two times without attending the general meeting of shareholders in person the number of times plus the number of times the number of seats is from the number of times of attending the meeting
Several discussions
Luo Jinming 12 12 11 0 0 No 2
Wang Hongwen 12 00 No 3
Zhou Yongliang 12 12 11 0 0 No 2
In 2021, we attended and carefully considered each proposal at the above meetings, made objective and fair judgments and put forward opinions and suggestions based on our respective expertise. During the meeting, we listened carefully to the report on relevant proposals, asked the company's management and intermediaries about the problems involved, fully understood the contents of the proposals and expressed independent opinions on relevant issues. Especially for related party transactions and other motions related to the vital interests of minority shareholders, after careful discussion and analysis, we issued prior and confirmed opinions. During the reporting period, we raised no objection to all proposals.
2. Convening of professional committees of the board of directors: the strategy committee, nomination committee, audit committee and remuneration and assessment committee under the board of directors of the company organize and hold meetings in accordance with the established rules of procedure to put forward reasonable suggestions for the standardized development of the company. Except for the strategy committee, the other committees are chaired by independent directors, and the independent directors account for the majority.
In the work of the above-mentioned special committees, we made full use of our professional experience and put forward opinions and suggestions from the perspectives of strategy, management compliance and accounting, so as to give full play to the important role of the special committees in the corporate governance structure.
3. On site investigation and the company's cooperation with independent directors: the management of the company attaches great importance to communication with us, irregularly exchanges the company's production and operation and the progress of major matters, which provides necessary conditions and support for us to perform our duties. During the reporting period, we made full use of all convenient opportunities such as attending the general meeting of shareholders of the company to conduct field visits to the company. At the same time, we also actively participated in the company's quarterly management meetings and special meetings on important matters, so as to strengthen our understanding of the company and put forward reasonable suggestions for the company's development from our own professional point of view, giving full play to the role of guidance and supervision. During the reporting period, there was no concealment or misleading in all meeting materials of the company, which provided necessary conditions and sufficient support for our performance of duties. We acted prudently and diligently, carefully read the meeting materials submitted by the company, expressed clear opinions on the matters discussed, and expressed the prior approval opinions and independent opinions of independent directors on some matters discussed in accordance with the relevant provisions of the regulatory authorities.
3、 Key issues of annual performance
In 2021, we focused on the following matters, made independent and clear judgments on their legality and compliance, and expressed independent opinions. The details are as follows:
1. Related party transactions:
Before convening the board of directors, the company fully communicated with us on daily related party transactions. After our approval, it was submitted to the 26th meeting of the seventh board of directors for deliberation and approval.
Our independent opinions are as follows: the excess of the company's daily related party transactions in 2020 compared with the beginning of the year is mainly due to the company's sale of 100% equity of its wholly-owned subsidiary Wanjun Real Estate Co., Ltd. in mid-2020. The daily related party transactions of selling goods, providing and receiving labor services to related parties are to meet the needs of the company's normal production and operation. The transaction method and pricing principle have not been changed, the transaction is fair and reasonable, which is in line with the overall interests of the company and shareholders, does not lead to the occupation of funds and the loss of interests of the company, and does not damage the interests of all shareholders of the company. The daily related party transactions planned by the company in 2021 are required for normal production and operation. The pricing of related party transactions shall follow the principle of market fairness and shall not damage the interests of shareholders and the company. The company has performed relevant decision-making procedures in strict accordance with relevant requirements. When the board of directors deliberated this proposal, the related directors avoided voting, and their voting procedures comply with the provisions of relevant laws and regulations.
2. External guarantee and fund occupation:
During the reporting period, all guarantees provided by the company are guarantees for its holding subsidiaries. Its financing business is required for business development, and its guarantee risk is controllable. The decision-making procedure of guarantee complies with the relevant provisions of the company law, the stock listing rules of Shanghai Stock Exchange and the articles of association. We have not found that the company and its holding subsidiaries have provided other guarantees for controlling shareholders, actual controllers and other related parties, any unincorporated units or individuals. The company has fulfilled the necessary deliberation and decision-making procedures and information disclosure obligations in accordance with relevant regulations, and there is no violation of guarantees or overdue guarantees.
During the reporting period, the company was able to strictly comply with the provisions of relevant laws and regulations, and there was no case that the controlling shareholders and other related parties occupied the funds, nor did it provide the funds directly or indirectly to the controlling shareholders and other related parties for use.
3. Use of raised funds: during the reporting period, the company did not use the raised funds or the funds raised in the early stage to the current period.
4. Appointment and remuneration of senior managers of the company:
During the reporting period, the company replaced the Secretary of the board of directors and hired 9 new vice presidents. We reviewed the qualifications, educational experience, working background and professional ability of 9 candidates, and expressed independent opinions and the review opinions of the nomination committee. After verification, Mr. Yao Tao resigned as vice president and Secretary of the board of directors for personal reasons, and the reason for his resignation is consistent with the actual situation; His resignation complies with relevant laws and regulations and the articles of association, and the procedure is legal and effective. After reviewing the resumes of Ms. song Beibei, Mr. Liu Angui, Mr. Wu Huaying, Mr. Wang Lei, Mr. Huang Xinliang, Mr. Cai Zhiheng, Mr. Qin Bo, Ms. Ye Jingfang and Mr. Liu Xiaoguang provided by the board of directors, we believe that the above personnel have the educational background, employment experience, professional ability and professional quality, and have the qualifications and ability to serve as senior executives of the company. The relevant procedures for the company's appointment of senior managers comply with the relevant laws, regulations and the articles of association. There is no phenomenon that the relevant personnel are determined by the CSRC to be prohibited from entering the market and the prohibition has not been lifted, nor is there any situation that the stock exchange publicly determines that they are not suitable for serving as senior managers of listed companies.
We have reviewed the remuneration of directors, supervisors and senior managers disclosed in the 2021 annual report and believe that the remuneration of directors, supervisors and senior managers disclosed in the 2021 annual report is in line with the company's remuneration policy.
5. Performance forecast and performance express:
On January 28, 2021, the company disclosed the announcement of annual performance increase in 2021003 Hangxiao Steel Structure Co.Ltd(600477) 2020. It is expected that the net profit attributable to shareholders of listed companies will increase by 50% - 70% over the same period of last year in 2020, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses is expected to increase by 10% - 30% year-on-year.
The company disclosed Hangxiao Steel Structure Co.Ltd(600477) 2020 annual report on March 27, 2021. In 2020, the net profit attributable to shareholders of listed companies increased by 54.38% over the same period of last year, and the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses increased by 11.85% year-on-year.
The matters disclosed in the company's 2020 annual performance forecast are consistent with the 2020 annual report.
6. Appointment or replacement of accounting firm:
During the reporting period, the company renewed the appointment of Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2021. After verification, we believe that Dahua Certified Public Accountants (special general partnership) has followed the independent, objective and fair practice standards and successfully completed the annual audit task in the process of providing the company with financial audit and internal control audit services in 2020. Agree to continue to employ Dahua Certified Public Accountants (special general partnership) as the company's financial audit institution and internal control audit institution in 2021, and agree to pay its financial audit fee of 850000 yuan and internal control audit fee of Shanghai Pudong Development Bank Co.Ltd(600000) yuan in 2020.
7. Changes in accounting policies:
On April 29, 2021, we reviewed the proposal on the change of accounting policies and relevant materials considered at the 28th meeting of the seventh board of directors of the company, and expressed independent opinions: the change of accounting policies of the company is a reasonable change in accordance with the accounting standards revised by the Ministry of finance, in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, and can be objective Fairly reflect the financial status and operating results of the company. The decision-making procedures of this accounting policy change comply with the provisions of relevant laws and regulations and the articles of association, will not have a significant impact on the company's financial statements, and there is no situation that damages the interests of shareholders, especially minority shareholders. Therefore, we agree to this accounting policy change.
8. Cash dividends and other investor returns:
During the reporting period, the company's 2020 profit distribution plan was reviewed and approved by the company's 2020 annual general meeting of shareholders: Taking the total share capital of the company as 21537411 shares on December 31, 2020 as the base, the company will distribute a cash dividend of 1.05 yuan (tax included) to all shareholders for every 10 shares, and a total cash bonus of 22614242816 yuan (tax included) will be distributed. No bonus shares will be distributed and no capital reserve will be converted into share capital. The profit distribution plan has been implemented in the middle of the year. After verification, we believe that the distribution plan made by the board of directors complies with the relevant provisions of the company law, the articles of association and the actual situation of the company, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
9. Performance of commitments of the company and shareholders: during the reporting period, all commitments of the company and shareholders were strictly observed, and there was no breach of commitments.
10. Implementation of information disclosure:
During the reporting period, the company issued 4 regular reports and 57 temporary announcements. After continuous attention and supervision, we believe that the implementation of the company's information disclosure complies with the provisions of the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, the articles of association and the information disclosure management system, has fulfilled the necessary approval and submission procedures, and the information disclosure is true, accurate, complete and timely, There are no false records, misleading statements or major omissions.
11. Implementation of internal control:
The company prepared a complete set of internal control manual as early as April 2012, which was fully implemented after being reviewed and approved by the board of directors. In 2021, the audit and supervision department under the audit committee of the board of directors audited and spot checked the implementation of the company's internal control manual. At present, the company's internal control system has basically covered the company's marketing, procurement, production and operation and system
