Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
2021 annual report of independent directors
Dear directors
In 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 and other laws and regulations, as well as the relevant provisions of the articles of association and the company's independent director system, in our work in 2021, we earnestly perform our duties and give full play to the supervisory role of independent directors in the standardized operation of the company, Safeguard the legitimate rights and interests of all shareholders, especially the majority of minority shareholders.
The performance of duties during the term of office in 2021 is reported as follows:
1、 Basic information of independent directors
The board of directors of the company is now composed of 7 directors, including 3 independent directors. The number of directors and personnel composition meet the requirements of relevant laws and regulations. During the reporting period, the board of directors of the company was changed, and the independent directors of the second board of directors of the company, Ms. Zhao Hua, Mr. Liang Yonghao and Mr. Xie canghui, resigned at the expiration of their terms of office. On May 21, 2021, the proposal on the election of independent directors was deliberated and passed at the second extraordinary general meeting of shareholders in 2021, and Mr. Chen Jinjun, Mr. Sun Hongbiao and Mr. Jiang Libiao were elected as independent directors of the third board of directors of the company.
(I) personal work experience, professional background and part-time work of the third independent director
Chen Jinjun, male, born in December 1970, Chinese nationality, without permanent residency abroad, graduated from the Department of accounting of Anhui University of Finance and economics in June 1993 with a bachelor's degree. From July 1993 to January 1997, he served as an assistant lecturer in the accounting teaching and Research Department of Jiangmen finance and trade school, Guangdong Province; From February 1997 to May 1999, he served as a clerk of Jianghai District Finance Bureau of Jiangmen City; From September 2002 to November 2019, he served as the head of Jiangmen branch of Guangdong Zhongsheng certified public accountants Co., Ltd. and since February 2012, he has served as the executive director, legal representative and chief accountant of Guangdong Zhongsheng certified public accountants Co., Ltd. From May 2021 to now, he has served as Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent director, chairman of the audit committee and member of the remuneration and assessment committee. Sun Hongbiao, male, born in January 1971, Han nationality, Chinese nationality, without overseas permanent residency, bachelor degree, graduated from Southwest University of political science and law, majoring in law. From 1994 to 1996, he served as the clerk of the people's Procuratorate of Xinhui District, Jiangmen City; From 1996 to 1998, he served as assistant procurator of Xinhui District People's Procuratorate of Jiangmen City; From 1998 to 2005, he served as a full-time lawyer of Guangdong Tiangao law firm; Since 2005, he has been the director, partner and full-time lawyer of Guangdong Liangjiang law firm. From May 2021 to now, he has served as Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent director, chairman of Nomination Committee and member of audit committee.
Jiang Libiao, male, born in April 1965, Han nationality, Chinese nationality, without permanent residency abroad, doctoral candidate
Degree, graduated from Jilin University, majoring in vehicle engineering. From July 1987 to January 1994, he served as the chief engineer of Automobile Engineering Research Institute of Qiqihar automobile factory; From January 1994 to September 1997, he served as the chief of the production technology section of Weihai No. 2 automobile repair factory; From September 1997 to December 2008, he served as the director of vehicle engineering department and experimental center of Harbin Institute of Technology (Weihai) and associate professor; From December 2008 to August 2016, he served as the director and associate professor of the Research Center for automotive new technology and industrial development, School of mechanical and automotive engineering, South China University of technology; From September 2016 to now, he has served as vice president and professor of School of automotive and traffic engineering, Guangzhou college, South China University of technology. From May 2021 to now, he has served as Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent director, chairman of remuneration and assessment committee, member of Nomination Committee and member of strategy committee.
(II) personal work experience, professional background and part-time work of independent directors of the second board of directors (who have expired and left office)
Zhao Hua, born in February 1964, female, Han nationality, Chinese nationality, without permanent residency abroad, bachelor degree, graduated from Huazhong Agricultural University, majoring in genetics and breeding. Professional qualification of Chinese certified public accountant, professional qualification of Chinese certified tax agent, title of real estate economist, professional qualification of senior labor relations coordinator, and qualification of independent director in 2011. From October 1998 to December 2000, worked in Xinhui audit firm (later renamed Xinhui Fangyuan accounting firm); From January 2001 to may 2019, he worked as the deputy director of Jiangmen Hongye certified public accountants. From May 2019 to now, he has been engaged in audit work in Jiangmen Zhengming Certified Public Accountants (general partnership) and served as deputy director. He has successively served as an independent director of Jiangmen Sugarcane Chemical Plant (Group) Co., Ltd., Guangdong Jiangfen magnetic material Co., Ltd. and Guangdong Hongte Precision Technology Co., Ltd. From June 2014 to may 2021, he served as Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent director, chairman of the audit committee and member of the remuneration and assessment committee.
Liang Yonghao, born in August 1979, male, Han nationality, Chinese nationality, without overseas permanent residency, bachelor degree, graduated from Taishan radio and Television University, majoring in law. From August 2002 to January 2009, he served as a clerk of Taishan Judicial Bureau; From February 2009 to November 2012, he served as a clerk of Taishan Legislative Affairs Bureau; He has been a lawyer of Guangdong zhoubin law firm since 2012. From June 2014 to may 2021, he served as Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent director, chairman of Nomination Committee and member of audit committee.
Xie canghui, born in October 1954, male, Han nationality, Chinese nationality, without overseas permanent residency, bachelor degree, graduated from Shanghai University of Finance and economics, majoring in finance and accounting, and obtained the qualification of accountant. From March 1971 to June 1977, he served as statistician and Secretary of Fujian geological exploration machinery factory; From January 1987 to December 1998, he served as the chief financial officer and deputy chief accountant of Fujian geological exploration machinery factory; From January 1999 to May 2001, served as the chief financial officer of Lianda industry (Hong Kong) group; From June 2001 to December 2014, he successively served as the representative of Guangzhou Automobile Group to Guangzhou Motorcycle Group Co., Ltd., GuangYue Asset Management Co., Ltd., Guangzhou automobile technical school, Guangzhou Yangcheng Automobile Co., Ltd. and Guangzhou Junwei
Chief financial officer of Bus Co., Ltd; From January 2015 to October 2019, he served as the director of the member Department of Guangdong Automobile Industry Association; From November 2019 to December 2019, worked in Guangdong Xinlong Coria Investment Holding Co., Ltd; From August 2015 to may 2021, he served as Guangdong Dcenti Auto-Parts Stock Limited Company(603335) independent director, chairman of remuneration and assessment committee, member of strategy committee and Nomination Committee.
(III) whether there are conditions affecting independence
As independent directors, we have no trading relationship or kinship with the company, no relationship with the company and its major shareholders that prevents us from making independent and objective judgments, and no requirements that affect our independence.
2、 Performance of independent directors in 2021
1. Attendance at meetings of the board of directors and the general meeting of shareholders
The company held 12 meetings of the board of directors, 13 special committees of the board of directors and 4 general meetings of shareholders in 2021. Our attendance at the above meetings is as follows:
Participation of shareholders and special committee members in the board of directors
Status of the general assembly
Name: whether the shareholders present in person for two consecutive years are actually absent this year
Number of times that should attend the meeting without attending the meeting in person
Number of times plus number of meetings
Chen Jinjun 8 800 No 1 4 4
Sun Hongbiao 8 800 No 1 6 6
Jiang Libiao 8 800 No 1 2 2
Zhao Hua (leaving office) 4 4 0 0 No 3 2 2
Liang Yonghao (leaving office) 4 4 0 0 No 3 4 4
Xie canghui (leaving office) 4 4 0 0 No 3 5 5
2. Voting at the meeting
In this year, we did not raise any objection to the proposals of the board of directors and the general meeting of shareholders and other matters of the company. We believe that the board of directors and the general meeting of shareholders held by the company comply with legal procedures, and the relevant procedures have been fulfilled for major business decisions.
3. On site investigation and the company's cooperation with the work of independent directors
In 2021, we conscientiously performed our duties as independent directors, made regular field visits to the company's production, operation and financial status, listened to the company's management's reports on the company's production and operation, project construction, internal control standard system construction and the implementation of the resolutions of the board of directors, and paid close attention to the company's governance Production, operation, management and development.
During the performance of our duties, the management of the company paid attention to the communication with us, fully guaranteed our right to know, and regularly reported to us the current production and operation status, safety and environmental protection trends, transformation and upgrading progress, foreign investment and other major events of the company by telephone or e-mail, which provided complete conditions and support for our performance of our duties. At the same time, we also communicate with the company's management on the company's operation from time to time, and jointly discuss the development trend of auto parts industry and auto parts market, internal control, financial management, improvement of the company's operation and management, etc.
During the reporting period, the company timely sent us the latest regulatory trends, regulatory policies and other relevant policies, regulations and requirements of Shanghai Stock Exchange, Guangdong securities regulatory bureau and Securities Industry Association.
3、 Key issues of independent directors performing their duties in 2021
1. Related party transactions
During the reporting period, we carefully reviewed the related party transactions of the company, issued prior approval opinions, and issued independent opinions after in-depth discussion on relevant matters. When the board of directors of the company deliberated on related party transactions, the related directors avoided voting, and the decision-making procedures of the board of directors met the provisions of relevant laws and regulations and the articles of Association; No damage to the interests of the company and minority shareholders was found in the related party transactions during the reporting period.
2. External guarantee and fund occupation
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the notice on regulating the external guarantee behavior of listed companies, the stock listing rules of Shanghai Stock Exchange and the articles of association of the company issued by the CSRC, with a serious and responsible attitude, Checked the company's guarantee in 2021.
The company held the fifth meeting of the third board of directors on September 27, 2021, deliberated and passed the proposal on the subsidiary's proposed application for mortgage loan and the company's guarantee, and agreed to provide guarantee for the wholly-owned subsidiary Guangdong Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Green Food Co., Ltd. (hereinafter referred to as "green food company") within the amount of 40 million yuan; It is agreed to provide guarantee for the wholly-owned subsidiary Taishan Guangdong Dcenti Auto-Parts Stock Limited Company(603335) steam turbine Intelligent Manufacturing Co., Ltd. (hereinafter referred to as "steam turbine intelligent manufacturing company") within the amount of 60 million yuan.
The company held the third meeting of the third board of directors on July 23, 2021 and the third extraordinary general meeting of shareholders in 2021 on August 9, 2021, and deliberated and adopted the proposal on providing guarantees, financial assistance and related party transactions to holding subsidiaries, It is agreed that the company will provide a guarantee limit of no more than RMB 50 million to the holding subsidiary Guangdong Weima New Material Technology Co., Ltd. (hereinafter referred to as "Guangdong Weima").
As of December 31, 2021, the guarantee balance provided by the company for Guangdong Weima was RMB 0, the guarantee balance provided for green food company was RMB 630000, and the guarantee balance provided for steam turbine Zhizao company was RMB 0. The total guarantee balance was RMB 630000, accounting for 0.1% of the company's latest audited net assets. There was no overdue guarantee. For the above guarantee matters, the company has fulfilled the necessary deliberation and decision-making procedures and information disclosure obligations in accordance with relevant regulations. After careful investigation, in addition to the above disclosure, as of December 31, 2021, the company has not provided guarantees for shareholders, actual controllers, other related parties, any unincorporated units or individuals.
Based on our independent position, we believe that in 2021, the decision-making procedures of the company's external guarantee comply with the relevant provisions of the company law, the Listing Rules of Shanghai Stock Exchange and the articles of association. The guarantee provided by the company to its wholly-owned subsidiaries complies with the provisions of laws and regulations and the articles of association. The approval procedures are perfect and the information disclosure is in compliance, It does not harm the interests of shareholders.
