Report on the work of independent directors in 2021
As an China National Complete Plant Import And Export Co.Ltd(000151) independent director, I can conscientiously perform my obligations and give full play to the supervisory role of independent directors in strict accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders, the stock listing rules of Shenzhen Stock Exchange and the articles of association of the company, Promote the standardized operation of the company, constantly improve the corporate governance structure, and earnestly safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of the duties of independent directors in 2021 is as follows:
1、 Attendance at meetings
In 2021, I earnestly attended the board of directors held by the company, actively attended the general meeting of shareholders, and fulfilled the obligations of independent directors. After careful consideration of the proposals of the board of directors and other matters of the company, I voted in favour and raised no objection. My attendance at the board of directors this year is as follows:
Number of meetings that should be attended in person or absent by proxy
18 18 0 0
2、 Independent opinions
(I) the company held the 8th meeting of the 8th board of directors on January 29, 2021. I express the following independent opinions on the matters to be considered at this meeting:
1. Proposal on the provision for asset impairment
The company's provision for asset impairment this time has sufficient basis, and the decision-making procedures comply with the relevant provisions of national laws and regulations, the accounting standards for business enterprises and the relevant accounting policies of the company. The provision for asset impairment this time truly and reasonably reflects the company's asset status, conforms to the actual situation of the company, and does not damage the interests of the company and shareholders. Agree to the company's current provision for asset impairment.
2. Proposal on adding directors of the company
We agree to nominate Mr. Zhang Zhaogang as the candidate of the 8th board of directors of the company. The nomination and voting procedures of the board of directors of the company for director candidates comply with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, and the convening and deliberation procedures of the board of directors are legal and effective. The director candidate meets the qualifications required by the company law and other relevant laws, regulations and regulations. He does not hold shares of the company, has not been punished by the CSRC and other relevant departments and the stock exchange, and is not prohibited from taking office in accordance with the company law and the articles of association.
(II) the company held the 10th meeting of the 8th board of directors on March 19, 2021. I reviewed the proposal on the company's application for working capital loan from SDIC Finance Co., Ltd. in 2021, and made the following prior approval and independent opinions:
In order to ensure the normal development of the company's business, the company applied to SDIC Finance Co., Ltd. for a working capital loan of no more than 350 million yuan in 2021. In principle, the interest rate is not higher than the interest rate of the same grade obtained by the company in other Chinese financial institutions in the same period. We believe that the related party transaction is conducive to the normal business development of the company, will not damage the interests of all shareholders of the company and will not affect the independence of the company.
(III) the company held the 11th meeting of the 8th board of directors on April 9, 2021. I hereby give my prior approval and independent opinions on the matters to be considered at this meeting as follows: 1. On the implementation of the company's daily connected transactions in 2020 and the forecast of connected transactions in 2021
① The company's daily execution of related party transactions in 2020 was normal, and the decision-making and performance procedures did not violate the provisions of relevant national laws and regulations;
② . the company's estimated related party transactions in 2021 are necessary;
③ . the pricing of related party transactions is fair and does not harm the interests of the company and shareholders;
④ The implementation of related party transactions is conducive to the sustainable and sound development of the company.
2. About signing the entrustment agreement with China complete equipment import and Export Group Co., Ltd
① . Zhongcheng Group reserves the right to benefit from and dispose of the equity of the entrusted company, and all other shareholders' rights are entrusted to the company for exercise and management. The profits and losses of the entrusted equity are actually borne by Zhongcheng group. The transaction brings the company 33.16 million yuan of custody income and has no other impact on the production and operation activities of the company.
② . this transaction is conducive to optimizing resource allocation, improving management efficiency, being fair to the company and all shareholders, and no behavior damaging the interests of the company and shareholders is found.
3. Proposal on reappointment of 2021 financial final accounts and internal control audit institution
Zhongxinghua Certified Public Accountants (special general partnership) is an audit institution with securities qualification. It has many years of experience and ability to provide audit services for listed companies, can meet the requirements of the company's financial final accounts and internal control audit, and has sufficient independence, professional competence and investor protection ability, which is conducive to ensuring and improving the quality of audit work of listed companies. The review procedure is in line with the provisions of the company law and the articles of association, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to renew the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the auditor of the company's financial statements and internal control in 2021.
The independent opinions are as follows:
1. The opinions of independent directors on the occupation of the company's funds and external guarantee by related parties are in accordance with the spirit of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (hereinafter referred to as "No. 56 document") and the notice on regulating the external guarantee behavior of listed companies (hereinafter referred to as "No. 120 document") issued by China Securities Regulatory Commission (CSRC [2005] No. 120 document), Based on the attitude of seeking truth from facts, we have carefully and responsibly checked the funds occupied by the company's related parties and external guarantees. The relevant explanations and opinions are as follows:
① . during the reporting period, the company has no external guarantee.
② During the reporting period, according to relevant regulations and our careful verification, the company did not have any non operating occupation of the company's funds by controlling shareholders and other related parties.
To sum up, we believe that the company has safeguarded the interests of the majority of investors in strict accordance with the requirements of Document No. 56 and Document No. 120 and the relevant provisions of the articles of association.
2. Independent opinions on the company's profit distribution plan in 2020
According to the audit, the parent company's operating loss in 2020 is not subject to the statutory surplus reserve, and the actual distributable profit is negative. Taking into account the company's operating status and future development plan, the company's plan for non distributable profit in 2020 is in line with the actual situation of the company and the provisions of the notice on further implementing matters related to cash dividends of listed companies and the articles of association of the China Securities Regulatory Commission, There is no damage to the rights and interests of minority shareholders, which is conducive to the long-term development of the company.
3. Independent opinions on the implementation of the company's daily related party transactions in 2020 and the forecast of related party transactions in 2021
① The company's daily execution of related party transactions in 2020 was normal, and the decision-making and performance procedures did not violate the provisions of relevant national laws and regulations;
② . the company's estimated related party transactions in 2021 are necessary;
③ . the pricing of related party transactions is fair and does not harm the interests of the company and shareholders;
④ The implementation of related party transactions is conducive to the sustainable and sound development of the company.
4. Independent opinions on the evaluation report of the company's internal control
According to the provisions of laws, regulations and normative documents such as the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, the basic norms of enterprise internal control and its supporting guidelines, after checking the company's 2020 internal control evaluation report according to the information provided by the company, our opinions are as follows: ① The company has established a relatively perfect internal control system, which meets the requirements of relevant national laws, administrative regulations and departmental rules. The internal control system has legitimacy, rationality and effectiveness. ② The internal control evaluation report of the company complies with the requirements of the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and relevant laws, regulations and normative documents, truly and accurately reflects the current situation of the company's internal control, and there are no false records, misleading statements or major omissions. The overall evaluation of the company's internal control in the company's internal control evaluation report is objective and true. As an independent director of the company, we agree with the company's 2020 internal control evaluation report.
5. The independent opinions on the performance appraisal of the company's senior managers in 2020 agree with the performance appraisal of the company's senior managers in 2020. The performance appraisal methods, procedures and contents of the company's senior managers in 2020 comply with the provisions of the articles of association and the performance appraisal management system, and the appraisal results are objective, fair and reasonable.
6. Independent opinions on signing the entrustment agreement with China complete equipment import and Export Group Co., Ltd
① The company accepts the entrustment of China complete equipment import and Export Group Co., Ltd. to manage the equity of its holding company. Zhongcheng group only reserves the right of return and equity disposal of the target equity, and all other shareholders' rights are entrusted to the company for exercise and management. The specific transactional work of Zhongcheng group other than financial and decision-making matters is entrusted to the company for actual implementation. The transaction brought 33.16 million yuan of custody income to the company and had no other impact on the company's production and operation activities.
② . this transaction is conducive to optimizing resource allocation, improving management efficiency, being fair to the company and all shareholders, and no behavior damaging the interests of the company and shareholders is found.
7. Independent opinions on the continuous assessment report on deposit and loan risks of SDIC Finance Co., Ltd
As a non bank financial institution, the business scope, business content and process, internal risk control system and other measures of SDIC Finance Co., Ltd. are strictly supervised by the CBRC, and there are no major defects in its risk management. Under the above risk control conditions, the financial service business carried out by SDIC Finance Co., Ltd. to the company is normal commercial service. The related deposit and loan business between the company and it is fair, reasonable and the risk is controllable, and there is no damage to the rights and interests of the company and shareholders.
8. Proposal on reappointment of 2021 financial final accounts and internal control audit institution
Zhongxinghua Certified Public Accountants (special general partnership) is an audit institution with securities qualification. It has many years of experience and ability to provide audit services for listed companies, can meet the requirements of the company's financial final accounts and internal control audit, and has sufficient independence, professional competence and investor protection ability, which is conducive to ensuring and improving the quality of audit work of listed companies. The review procedure is in line with the provisions of the company law and the articles of association, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. We agree to renew the appointment of zhongxinghua Certified Public Accountants (special general partnership) as the auditor of the company's financial statements and internal control in 2021. 9. Independent opinions on the appointment of senior managers of the company
The company's senior management personnel who have not been seriously reviewed and punished by the CSRC and other relevant laws and regulations shall not serve as the company's senior management personnel without the review of the company's resume and relevant materials of the CSRC; There is no case of being placed on file for investigation by judicial organs for suspected crimes or being placed on file for inspection by CSRC for suspected violations of laws and regulations; Not a dishonest person. The appointment procedures and voting results of the board of directors of the company comply with relevant laws, regulations and the articles of association. We agree that the board of directors of the company shall appoint Mr. Liu Deyong as the deputy general manager and chief engineer of the company.
10. Independent opinions on the implementation of the new lease standards and changes in relevant accounting policies
The company's implementation of the new leasing standards and change of relevant accounting policies this time is a reasonable change in accordance with the revised and issued accounting standards for Business Enterprises No. 21 - leasing (CK [2018] No. 35) issued by the Ministry of finance. Relevant decision-making procedures comply with laws and regulations and the articles of association. The implementation of the changed accounting policies can more objectively and fairly reflect the company's financial situation and operating results, without damaging the rights and interests of the company and all shareholders, especially minority shareholders. We agree to this matter.
11. Independent opinions on carrying out forward foreign exchange settlement and sales business
① . the company has carried out the relevant approval procedures for the long-term settlement and sales of foreign exchange, which is in line with the relevant national laws, regulations and the articles of association, which is conducive to reducing the operation risk of the company and avoiding and preventing the risk of exchange rate fluctuation.
② The company's long-term foreign exchange settlement and sales business is carried out in combination with the company's business needs, with the purpose of avoiding and preventing the risk of exchange rate fluctuation and ensuring normal operating profits as the goal, which is necessary.
③ The company has established the management measures for long-term foreign exchange settlement and sales business, which clearly stipulates the operation, approval authority, management and internal operation process, internal risk reporting system and risk handling procedures of long-term foreign exchange settlement and sales business, and the risk control measures taken are feasible. Special verification opinions on matters related to daily connected transactions in 2020:
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions of the CSRC, as independent directors of the company, we have verified the implementation of the company's daily connected transactions in 2020 with a realistic attitude, and expressed our opinions on the difference between the actual amount of connected transactions and the expected amount of transactions as follows:
In 2020, the total amount of daily related party transactions actually occurred was 8.71 million yuan, and the total amount is expected to be 33.5 million yuan. After verification, the main reason is that there is a certain difference between the estimated amount of daily related party transactions at the beginning of the year and the actual contract amount and implementation progress of related parties. During the year, the actual total amount of the company did not exceed the expected total amount, which was generally in line with the actual production and operation of the company. The pricing of related party transactions was fair and reasonable according to the market principle, and did not harm the interests of the company and minority shareholders.
(IV) on April 16, 2021
