Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd
Annual report of independent directors in 2021
In 2021, the independent directors of Shanghai Geoharbour Construction Group Co.Ltd(605598) infrastructure (Group) Co., Ltd. (hereinafter referred to as “the company”) performed their duties in strict accordance with the requirements of relevant laws, regulations and normative documents such as the company law, the guidelines for the governance of listed companies, the guidance on the establishment of independent director system in listed companies, as well as the articles of association, the rules of procedure of the board of directors and the working system of independent directors Diligence. Actively participate in various meetings organized by the company, carefully review, study and discuss proposals; Give objective, impartial and independent professional opinions on major matters of the company; Actively participate in various trainings and conduct in-depth on-site research; Keep close communication with the management and pay close attention to the operation and development of the company; Effectively safeguard the legitimate rights and interests of all shareholders, especially minority shareholders. The performance of duties of independent directors in 2021 is reported as follows.
1、 Basic information of independent directors
The second board of directors of the company consists of two independent directors, Mr. Lu Jiaxing and Mr. Chen Zhenlou. The two independent directors are senior experts from the industry or financial field. Their work experience, professional background and part-time work are disclosed in detail in the company’s annual report and relevant announcements.
The independent directors of the company strictly abide by the relevant provisions of laws and regulations and the articles of association, and there is no situation affecting their independence.
2、 Annual performance of independent directors
(I) attendance at board meetings
Independent directors attend the on-site meeting of the board of directors, attend the communication meeting, entrust the number of absences, vote against, name, number of meetings, number of meetings, number of meetings
Lu Jiaxing 6 24 00
Chen Zhenlou 6 3 3 0 0 0
During the reporting period, all proposals of the board of Directors voted in favour, without negative vote or abstention.
(II) attendance at the general meeting of shareholders
Name of independent director 2020 annual general meeting of shareholders
Lu Jiaxing attended
Chen Zhenlou attended
During the reporting period, there was no objection raised by independent directors to the proposal of the general meeting of shareholders of the company.
(III) performance of each special committee of the board of directors
During the reporting period, Mr. Lu Jiaxing served as chairman of the audit committee, member of the remuneration and assessment committee and member of the nomination committee of the board of directors, and Mr. Chen Zhenlou served as chairman of the remuneration and assessment committee, chairman of the nomination committee, member of the audit committee and member of the Strategy Committee of the board of directors. Independent directors actively participate in the work of the special committees of the board of directors and give full play to the role of the special committees.
In 2021, the audit committee of the board of directors held 4 meetings and considered and adopted 11 proposals; The strategy committee of the board of directors held one meeting to consider and pass one proposal; The remuneration and assessment committee of the board of directors held one meeting and considered and passed one proposal.
(IV) understand the dynamic situation of the company’s operation and management
During the reporting period, the company’s independent directors maintained close communication with other directors and members of the company’s management, actively paid attention to the company’s operation and management dynamics, regularly communicated with external auditors and supervised the company’s financial operation; After the board of directors, pay close attention to the implementation of the matters considered and approved by the board of directors. The Securities Department of the company has provided necessary conditions and sufficient guarantee for the performance of the duties of the independent directors, supported and served the office needs of the independent directors, and there is no situation that hinders the independent directors from performing their duties.
3、 Key matters concerned in the annual performance of independent directors
During the reporting period, the independent directors reviewed the following major issues of the company in accordance with the provisions of relevant national laws and regulations and the requirements of relevant business rules of Shanghai Stock Exchange, and expressed independent opinions, which are summarized as follows:
(I) related party transactions
In strict accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange and the requirements of the articles of association and the measures for the administration of related party transactions of the company, the independent directors shall assess the necessity, objectivity and fair and reasonable pricing of the company’s annual daily related party transactions and other related party transactions in accordance with relevant provisions Make judgment on whether it damages the interests of the company and shareholders, and review the prediction of annual daily connected transactions in accordance with relevant procedures.
The independent directors believe that: Shanghai Geoharbour Construction Group Co.Ltd(605598) it is estimated that the daily related party transactions with related parties in 2021 are necessary for the company’s business activities and meet the actual business needs of the company. The terms of relevant agreements or contracts are fair and reasonable. The price of related party transactions is determined according to the market pricing principle or the principle of benefiting Shanghai Geoharbour Construction Group Co.Ltd(605598) or non related shareholders. The transaction behavior follows the principles of equality, voluntariness, equivalence and compensation, There is no damage to the interests of Shanghai Geoharbour Construction Group Co.Ltd(605598) and other shareholders.
(II) external guarantee and fund occupation
The independent directors expressed independent opinions on the external guarantee of the company in 2021, and believed that the guarantee provided by the company for the subsidiaries within the scope of merger is in line with the needs of the subsidiaries to carry out business continuously and stably in the local area, and helps to optimize the overall internal resource allocation of the company, which is in line with the interests of the company and all shareholders. The arrangement of this guarantee complies with the relevant provisions of the articles of association, and the necessary deliberation procedures have been performed; The guaranteed is a subsidiary within the consolidation scope of the company, and the guarantee risk is controllable. Therefore, we agree that the company will provide guarantee for the subsidiary. (III) use of raised funds
During the reporting period, in order to improve the efficiency of fund use, the company managed the temporarily idle raised funds in cash, and the independent directors reviewed the matter, It is believed that the company’s use of some temporarily idle raised funds for cash management complies with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange (revised in 2013), which can improve the efficiency of the use of raised funds and will not affect the implementation progress of the company’s investment projects with raised funds, There is no change or disguised change in the purpose of the raised funds, which is in the interests of the company and all shareholders. Relevant proposals have fulfilled the necessary decision-making procedures. Therefore, we agree that the company will use some temporarily idle raised funds for cash management.
During the reporting period, the company added a wholly-owned subsidiary Longwan trading as the implementation subject of the raised investment project according to the actual needs of the raised investment project. The independent directors believe that the increase of the implementation subject of the raised investment project has not changed the construction content of the raised investment project and the investment amount of the raised funds, and will not have an adverse impact on the implementation of the raised investment project, The contents and decision-making procedures comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies, and the measures for the management of funds raised by listed companies of Shanghai Stock Exchange (revised in 2013).
Adding a wholly-owned subsidiary as the implementation subject of the raised investment project is conducive to promoting the smooth development of the raised investment project, which is in line with the interests of the company and all shareholders. Therefore, we agree that the company will increase the implementation subject of some investment projects with raised funds.
(IV) implementation of information disclosure
The company strictly abides by the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, as well as the relevant provisions of the articles of association. During the reporting period, the company issued 20 announcements in the domestic capital market, and prepared and issued one regular report in compliance. Independent directors believe that the company’s true, accurate, timely and complete information disclosure has safeguarded the legitimate rights and interests of the company and the majority of investors. The company attaches importance to the management of investor relations and strengthens the communication and interaction with investors through investor hotline, email and “SSE E interaction”.
4、 Overall evaluation and recommendations
In 2021, all independent directors participated in the deliberation of all major issues of the company based on the principles of independence, objectivity and prudence, in accordance with the responsibilities specified in laws and regulations and the articles of association, actively offered suggestions and suggestions for the development of the company, promoted the standardization, science and efficiency of the decision-making of the board of directors, and effectively safeguarded the legitimate rights and interests of the company and shareholders.
In 2022, we will continue to faithfully play the role of independent directors in accordance with the requirements of relevant laws and regulations on independent directors, adhering to the principles of prudence, diligence and loyalty and the spirit of being responsible to the company and all shareholders. (no text below)
