Anhui Ankai Automobile Co.Ltd(000868)
Report on the work of independent directors in 2021
In accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent directors in listed companies, the articles of association and relevant laws and regulations, as independent directors of Anhui Ankai Automobile Co.Ltd(000868) , we regularly understand and inspect the operation of the company during our term of office in 2021, earnestly perform the duties of independent directors, fulfill our duties and duties diligently, Earnestly safeguard the rights and interests of all shareholders, especially minority shareholders, actively attend relevant meetings in 2021 and express independent opinions on relevant proposals of the board of directors. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Attendance at board meetings
In 2021, we earnestly participated in the board of directors of the company and fulfilled the obligations of independent directors. The convening, convening and deliberation procedures of the board of directors of the company in 2021 are legal and effective. In 2021, the company held eight board meetings. Our attendance at the meeting is as follows:
Whether the directors who should participate in this year have attended in person without name twice in a row, entrusted attendance times and absent times
Number of meetings attended
Zhao Huifang no
Li Hongfeng 3 0 0 0 no
Zhang Shengliang 3 0 0 0 no
Sheng Mingquan no
Qian Lijun no
Zhang Benzhao no
2、 Opinions of independent directors
In 2021, the board of directors of the company did a lot of detailed work for the development and standardized operation of the company, with remarkable results, which was recognized by the majority of shareholders. As independent directors, we are also committed and diligent. In 2021, we carefully reviewed the relevant matters of the company and issued the opinions of independent directors, as follows:
(I) on March 19, 2021, the company held the 4th meeting of the 8th board of directors, and we issued:
1. Prior approval opinions on the company’s cooperation with Zhong’an automobile leasing company to provide customers with automobile repurchase guarantee and related party transactions in 2021;
2. Prior approval opinions on the company’s cooperation with JAC guarantee company to provide customers with automobile repurchase guarantee and related party transactions in 2021;
3. Prior approval opinions on the provision for asset impairment in 2020;
4. Prior approval opinions on the proposed signing of factoring business contract and related party transactions;
5. Prior approval opinions on daily related party transactions (I) expected in 2021;
6. Prior approval opinions on daily related party transactions (II) expected in 2021;
7. Prior approval opinions on providing guarantee for comprehensive credit extension of subsidiaries;
8. Prior approval opinions on applying to the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) for Entrusted loan;
9. Prior approval opinions on carrying out financial leasing business and related party transactions with Zhong’an automobile leasing company; 10. Prior approval opinions on carrying out creditor’s rights transfer business and related party transactions with Zhong’an assets company; 11. Special instructions and independent opinions on the capital occupation and external guarantee of the company’s controlling shareholders and other related parties in 2020;
12. Independent opinions on 2020 profit distribution plan;
13. Independent opinions on the company’s internal control evaluation report in 2020;
14. Independent opinions on the company’s application for comprehensive credit in 2021;
15. Independent opinions on the company’s provision of automobile repurchase guarantee for customers in 2021;
16. Independent opinions on the company’s cooperation with Zhong’an automobile leasing company to provide customers with automobile repurchase guarantee and related party transactions in 2021;
17. Independent opinions on the company’s cooperation with JAC guarantee company to provide customers with automobile repurchase guarantee and related party transactions in 2021;
18. Independent opinions on the provision for asset impairment in 2020;
19. Independent opinions on the proposed signing of factoring business contract and related party transactions;
20. Independent opinions on daily related party transactions (I) expected in 2021;
(II) opinions on independent related party transactions in 2021;
22. Independent opinions on providing guarantee for comprehensive credit extension of subsidiaries;
23. Independent opinions on applying to the controlling shareholder Anhui Jianghuai Automobile Group Corp.Ltd(600418) for Entrusted loan;
Opinions on the financing and leasing business and the development of independent automobile leasing business with Zhongan; 25. Independent opinions on financial leasing business with non related parties;
26. Independent opinions on carrying out creditor’s rights transfer business and related party transactions with Zhong’an assets company;
27. Independent opinions on using self owned idle funds for investment and financial management.
(II) on April 12, 2021, the company held the 5th meeting of the 8th board of directors, and we issued:
1. Prior approval opinions on the use of patents for pledge;
2. Prior approval opinions on the renewal of the accounting firm;
3. Independent opinions on the pledge of patents;
4. Prior approval opinions on the renewal of the accounting firm;
5. Independent opinions on nominating candidates for independent directors of the eighth board of directors of the company;
6. Independent opinions on continuing to use some idle raised funds to supplement working capital temporarily.
(III) on August 13, 2021, the company held the 7th Meeting of the 8th board of directors, and we issued:
1. Independent opinions on the change of directors of the company;
2. Independent opinions on the change of the general manager of the company;
(IV) on October 13, 2021, the company held the 9th meeting of the 8th board of directors, and we issued:
1. Independent opinions on continuing to use some idle raised funds to supplement working capital temporarily.
(V) on November 24, 2021, the company held the 11th meeting of the 8th board of directors, and we issued: 1. Prior approval opinions on adjusting the daily related party transactions in 2021.
2. Independent opinions on adjusting daily related party transactions in 2021
3、 Protection of investors’ rights and interests
(1) In 2021, we effectively performed the duties of independent directors. For each proposal to be considered by the board of directors, we first carefully reviewed the proposal materials and relevant introductions provided, and objectively expressed our opinions and views. And use their professional knowledge to make independent and impartial judgments to effectively safeguard the legitimate rights and interests of investors.
(2) Deeply understand the improvement and implementation of the company’s production and operation, management and internal control systems, the implementation of the resolutions of the board of directors, financial management, business development and the progress of investment projects.
(3) Made objective and fair judgments on the company’s regular reports and other relevant matters. Continue to pay attention to the company’s information disclosure, and effectively supervise and verify the timely disclosure of specified information.
(4) Continue to strengthen their own learning, constantly deepen their understanding of relevant laws and regulations, and improve their ideological awareness of consciously protecting the shareholders’ rights and interests of investors.
4、 Other work
In 2021, as an independent director of the company, we did not raise any objection to the proposal of the board meeting and other relevant matters of the company. There was no proposal to convene the board of directors.
The above is the report on our performance of duties in 2021 as an independent director of the company. In 2022, we will continue to pay attention to and understand the company’s business, study laws and regulations and relevant documents on strengthening the supervision of listed companies, continue to fully perform the obligations of independent directors in the spirit of integrity and diligence, in accordance with the provisions and requirements of laws and regulations and the articles of Association, give full play to the role of independent directors, and resolutely safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Independent director: Qian Lijun, Sheng Mingquan, Zhang Benzhao March 22, 2022
