Great Wall Motor Company Limited(601633) independent non-executive director
Independent opinions on relevant matters of the 30th meeting of the seventh board of directors
According to the guiding opinions on the establishment of independent director system in listed companies, the notice on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies, the stock listing rules of Shanghai Stock Exchange, and the guidelines for the implementation of related transactions of Shanghai Stock Exchange In accordance with the relevant provisions of the standards for the governance of listed companies and the articles of association of Great Wall Motor Company Limited(601633) , we are in a serious and realistic attitude towards Great Wall Motor Company Limited(601633) (hereinafter referred to as the “company”) and all shareholders. After carefully reading the relevant materials, we express our independent opinions as follows:
1. About the daily related party transactions, procurement services, provision of services, procurement of products, sales of products and lease related transactions in 2022-2024
The daily related party transactions and procurement services, provision of services, procurement of products, sales of products and leasing related transactions between the company and its holding subsidiaries and relevant related parties are the needs of the company’s normal operation. The transaction pricing follows the principle of fairness and rationality. The relevant transactions are carried out in the daily and general business process of the company, and the terms of the framework agreement are general commercial terms, It conforms to the overall interests of the company and its shareholders, will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
2. Proposal on deposits and other daily connected transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd
The deposits and daily related party transactions of the company and its subsidiaries in Tianjin Great Wall binyin Auto Finance Co., Ltd. are the normal operation needs of the company, which can promote the terminal sales of the company’s products, increase the company’s interest income and improve the overall profitability of the company. It conforms to the overall interests of the company and its shareholders, will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
3. Proposal on Amending the articles of Association
Modify the business scope of the company according to the actual needs of the company. The procedures for the board of directors to review and amend the articles of association of the company comply with the provisions of relevant laws, regulations and normative documents. We agree to the amendment of the articles of association and submit it to the first extraordinary general meeting of shareholders in 2022 for deliberation after it is reviewed and approved by the board of directors.
4. About modification
< Great Wall Motor Company Limited(601633) 董事会议事规则>
Motion
In order to comply with the constantly updated listing regulatory rules of the mainland and Hong Kong and improve the level of corporate governance, relevant provisions of the rules of procedure of the Great Wall Motor Company Limited(601633) board of directors (hereinafter referred to as the “rules of procedure of the board of directors”) are amended accordingly in combination with the actual situation of the company. The procedures for the board of directors to review and amend the rules of procedure of the board of directors comply with the provisions of relevant laws, regulations and normative documents. We agree to amend the rules of procedure of the board meeting and submit them to the company’s first extraordinary general meeting in 2022 for deliberation after being reviewed and approved by the board of directors.
5. About modification
< Great Wall Motor Company Limited(601633) 战略委员会战略规划管理制度>
Motion
In order to comply with the constantly updated listing regulatory rules of the mainland and Hong Kong, strengthen the company’s strategic management and meet the needs of the company’s sustainable development, the “strategy committee of the board of directors” is renamed “strategy and Sustainable Development Committee of the board of directors”, The Great Wall Motor Company Limited(601633) strategic planning management system of the strategic committee was renamed the Great Wall Motor Company Limited(601633) strategic and sustainable development committee management system, and relevant responsibilities on the company’s environmental, social and corporate governance (ESG) management were added.
The procedures for the board of directors to review the renaming of the strategy committee and modify relevant systems comply with the provisions of relevant laws, regulations and normative documents. We agree to this amendment and submit it to the company’s first extraordinary general meeting in 2022 for deliberation after it is reviewed and approved by the board of directors.
The board of directors is deliberating the proposal on expected daily connected transactions in 2022-2024, the proposal on lease connected transactions and proposed annual cap in 2022-2024, the proposal on connected transactions of purchased products and proposed annual cap in 2022-2024, the proposal on connected transactions of sold products and proposed annual cap in 2022-2024 The related directors have abstained from voting on the proposal on connected transactions of procurement services and the proposed annual cap for 2022-2024, the proposal on connected transactions of providing services and the proposed annual cap for 2022-2024, and the proposal on deposits and related transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd. The deliberation procedures of the board of directors comply with the provisions of relevant laws, regulations and Great Wall Motor Company Limited(601633) articles of association.
We agree with the proposal on the expected daily connected transactions in 2022-2024, the proposal on the lease connected transactions and the proposed annual cap in 2022-2024, the proposal on the connected transactions of purchased products and the proposed annual cap in 2022-2024, and the proposal on the connected transactions of sold products and the proposed annual cap in 2022-2024 Proposal on connected transactions of procurement services and the proposed annual cap for 2022-2024, proposal on providing connected transactions and the proposed annual cap for 2022-2024, proposal on deposits and other related transactions in Tianjin Great Wall binyin Auto Finance Co., Ltd., proposal on Amending the articles of association, proposal on Amending
< Great Wall Motor Company Limited(601633) 董事会议事规则>
Proposal on amendment
< Great Wall Motor Company Limited(601633) 战略委员会战略规划管理制度>
The motion of the.
Independent non-executive directors:
Li Wanjun, Le Ying, Wu Zhijie
December 31, 2021
