Shanghai new power automobile technology Co., Ltd
Report on the work of independent directors in 2021
1、 Basic information of independent directors of the company in 2021
In 2021, the company implemented and completed major asset restructuring, and completed the change of the 10th board of directors on December 6, 2021. The work of the independent directors of the company in 2021 includes the work of the independent directors of the ninth board of directors and the work of the independent directors of the tenth board of directors.
The members of the 9th independent board of directors of the company are as follows:
Mr. Luo Jianrong is a senior partner and practicing lawyer of Shanghai jintiancheng law firm, with a doctor of business administration. He is also a member of China law society, a member of Shanghai Writers Association and a member of the Economic Committee of Shanghai municipal Party committee of Jiusan Society. Mr. Luo Jianrong focuses on law and corporate governance. He is the director of the nomination committee of the ninth board of directors, member of the audit committee and member of the remuneration and assessment committee.
Mr. Lou Diming is a professor and doctoral supervisor of Tongji University. He is also the president of Nanchang intelligent new energy vehicle research institute and the vice president of Shanghai internal combustion engine society; Executive director of China Gas Turbine society, vice chairman of small and medium power diesel engine branch, vice chairman of oil and clean fuel branch, vice chairman of sectorau internal combustion engine branch and vice chairman of internal combustion engine emission post-treatment branch; Vice chairman of the expert technical committee of China Gas Turbine Standardization Technical Committee and member of the expert committee of China Gas Turbine Industry Association. Mr. Lou Deming’s key research fields are energy-saving and new energy vehicles, energy power systems and diesel engines. He is the director of the remuneration and assessment committee of the ninth board of directors, member of the strategy committee and member of the nomination committee.
Ms. Ye Jianfang is a professor, doctoral supervisor and doctor of management in the school of accounting of Shanghai University of Finance and economics. She is a Chinese certified public accountant and a member of the Australian Institute of certified public accountants. Ms. Ye Jianfang’s key research fields are enterprise internal control and financial accounting audit. She is the director of the audit committee of the ninth board of directors and a member of the remuneration and assessment committee.
The independent directors of the 10th board of directors of the company are as follows:
Ms. Ye Jianfang is a professor, doctoral supervisor and doctor of management in the school of accounting of Shanghai University of Finance and economics. She is a Chinese certified public accountant and a member of the Australian Institute of certified public accountants. Ms. Ye Jianfang’s key research fields are enterprise internal control and financial accounting audit. She is the director of the audit committee of the 10th board of directors and a member of the remuneration and assessment committee.
Mr. Su Zimeng is the president of China Construction Machinery Industry Association. Mr. Su Zimeng focuses on policies and regulations and corporate governance. He is the director of the nomination committee of the 10th board of directors, member of the audit committee and member of the remuneration and assessment committee.
Mr. Yang Lin is a long-term professor in the school of mechanical and power engineering of Shanghai Jiaotong University. Mr. Yang Lin’s key research fields are new energy vehicle power (hybrid, pure electric, fuel cell, etc.) system and control, internal combustion engine electronic control, etc. He is the director of the remuneration and assessment committee, member of the strategy committee and member of the nomination committee of the 10th board of directors of the company.
The independent directors of the 9th board of directors and the 10th board of directors of the company have no relationship with the company and its controlling shareholder Saic Motor Corporation Limited(600104) and there is no situation affecting their independence.
2、 Annual performance of independent directors in 2021
As an independent director of the ninth board of directors of the company, Mr. Luo Jianrong held three general meetings of shareholders (i.e. the first extraordinary general meeting of shareholders in 2021, the annual general meeting of shareholders in 2020 and the second extraordinary general meeting of shareholders in 2021) during his term of office in 2021, Mr. Luo Jianrong attended one meeting (he did not attend the 2020 annual general meeting of shareholders and the second extraordinary general meeting of shareholders in 2021 due to covid-19 epidemic or important official business trips); During his term of office in 2021, the company held 10 board meetings, all of which were attended by Mr. Luo Jianrong. In addition, Mr. Luo Jianrong also actively participated in relevant meetings of the special committees under the board of directors. During his term of office in 2021, the nomination committee of the company held two meetings, and Mr. Luo Jianrong attended two meetings; The audit committee of the company held 8 meetings, and Mr. Luo Jianrong attended 8 meetings; The remuneration and assessment committee of the company held one meeting and Mr. Luo Jianrong attended one meeting.
As an independent director of the ninth board of directors of the company, during his term of office in 2021, the company held three general meetings of shareholders (i.e. the first extraordinary general meeting of shareholders in 2021, the annual general meeting of shareholders in 2020 and the second extraordinary general meeting of shareholders in 2021). Mr. Lou Diming was unable to attend the above general meeting of shareholders due to covid-19 epidemic or important business trips; During his term of office in 2021, the company held 10 meetings of the board of directors, and Mr. Lou Deming attended the meeting in person. In addition, Mr. Lou Deming also actively participated in the relevant meetings of the special committees under the board of directors. During his term of office in 2021, the remuneration and assessment committee of the company held one meeting and Mr. Lou Deming attended one meeting; The company’s Strategy Committee held 6 meetings, and Mr. Lou Deming attended 6 meetings; The nomination committee of the company held 2 meetings and Mr. Lou Deming attended 2 meetings.
As an independent director of the 9th board of directors and the 10th board of directors of the company, Ms. Ye Jianfang held three general meetings of shareholders in 2021 (i.e. the first extraordinary general meeting of shareholders in 2021, the annual general meeting of shareholders in 2020 and the second extraordinary general meeting of shareholders in 2021), and Ms. Ye Jianfang attended two meetings (she did not attend the first extraordinary general meeting of shareholders in 2021 due to important business trips); In 2021, the company held 12 board meetings, and Ms. Ye Jianfang personally attended the meeting. In addition, Ms. Ye Jianfang also actively participated in relevant meetings of the special committees under the board of directors. In 2021, the audit committee of the company held 8 meetings and Ms. Ye Jianfang attended 8 meetings; The remuneration and assessment committee held one meeting and Ms. Ye Jianfang attended one meeting.
As an independent director of the 10th board of directors of the company, Mr. Su Zimeng held a general meeting of shareholders (i.e. the second extraordinary general meeting of shareholders in 2021) during his term of office in 2021. Mr. Su Zimeng was unable to attend the second extraordinary general meeting of shareholders in 2021 due to covid-19 epidemic; During his term of office in 2021, the company held two meetings of the board of directors, and Mr. Su Zimeng attended the meeting in person. In addition, Mr. Su Zimeng also actively participated in relevant meetings of the special committees under the board of directors. During his term of office in 2021, the nomination committee of the company held one meeting and Mr. Su Zimeng attended one meeting.
As an independent director of the 10th board of directors of the company, Mr. Yang Lin held a general meeting of shareholders (i.e. the second extraordinary general meeting of shareholders in 2021) during his term of office in 2021, and Mr. Yang Lin attended the meeting on site; During his term of office in 2021, the company held two board meetings, and Mr. Yang Lin attended the meeting in person.
In addition, Mr. Yang Lin also actively participated in relevant meetings of the special committees under the board of directors. During his term of office in 2021, the company’s Strategy Committee held one meeting and Mr. Yang Lin attended one meeting; The nomination committee of the company held one meeting and Mr. Yang Lin attended one meeting.
In 2021, the independent directors of the company seriously attended the relevant meetings of the board of directors and its subordinate special committees during their term of office, actively put forward professional opinions and suggestions on the relevant proposals considered at the meeting, and did not raise objections to the relevant proposals. In 2021, the independent directors of the company listened carefully to the opinions and suggestions put forward by shareholders, especially minority shareholders, on the development of the company, diligently performed the duties of independent directors, and well safeguarded the legitimate rights and interests of minority shareholders. At the same time, the independent directors of the company can actively visit the company during their daily work and during the shareholders’ meeting and the board of directors, communicate with the company’s managers, understand the company’s operation and industry development, and ensure the professionalism and scientificity of the independent directors’ participation in the decision-making of the board of directors.
3、 Key matters concerned in the annual performance of independent directors
In 2021, the independent directors of the company will be able to timely receive the business information report issued by the company to all directors and supervisors during their term of office. At the same time, the independent directors during their term of office will focus on the company’s major asset restructuring, related party transactions, appointment of accounting firms, verification of external guarantees and capital occupation, review of senior management’s remuneration, cash dividends, implementation of internal control, performance of commitments of the company and shareholders Information disclosure and other matters. The independent directors of the company believe that the operation of the general meeting of shareholders, the board of directors and the special committee of the subordinate board of directors of the company is standard and good, and can pay attention to the protection of the interests of minority shareholders. The listed company has given full support and attention to the work of the independent directors of the company, and the company does not hinder the independence of the independent directors. During the preparation of the 2021 annual report of listed companies, according to the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange on doing a good job in the 2021 annual report of listed companies, the three independent directors of the 10th board of directors of the company can actively and seriously carry out the audit supervision and communication with the annual report audit accountant as required, and carefully consider the audit summary report and audit report, It ensures the smooth progress of the company’s annual audit and the timely disclosure of the company’s annual report.
4、 Overall evaluation and recommendations
In 2021, the independent directors of the 9th and 10th board of directors of the company performed their duties faithfully and diligently in strict accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies, the articles of association, the working rules for independent directors and other regulations, in the principle of safeguarding the interests of listed companies and safeguarding the legitimate rights and interests of small and medium-sized shareholders, and discussed the company’s development strategy, major asset restructuring, technological innovation Actively offer opinions and suggestions on major business decisions, internal control system construction and other matters, carefully listen to the opinions and suggestions of shareholders, especially small and medium-sized shareholders, actively attend the meetings of the board of directors and various special committees, put forward professional opinions and suggestions on the company’s standardized development, technological innovation and internal control, and make suggestions on the company’s major asset restructuring, annual report audit, daily connected transactions, appointment of accounting firms It made independent judgments and expressed independent opinions on major matters such as external guarantee and fund occupation verification, better performed the responsibilities entrusted to independent directors by laws and regulations and the articles of association, safeguarded the interests of the company, protected the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and played a positive role in promoting the standardized, healthy and sustainable development of the company.
In 2022, the three independent directors of the 10th board of directors of the company will continue to faithfully and diligently perform the duties of independent directors with a high sense of responsibility to all shareholders, and use their professional knowledge and research experience in internal control, financial accounting audit, policies and regulations, corporate governance New energy vehicle power (hybrid, pure electric, fuel cell, etc.) system and control, internal combustion engine electronic control and other fields actively offer suggestions and professional opinions on the company’s standardized operation, development strategy, major investment and operation decision-making, technological innovation, financial and internal control system construction, strive to safeguard the interests of the company and all shareholders, and strive to improve the level of corporate governance and realize the company’s expansion, excellence Contribute to strengthening and sustainable development.
Independent director: ye Jianfang, Su Zimeng, Yang Lin
March 17, 2022
