2021 annual report of independent directors
In accordance with the requirements of the company law, the articles of association and other laws and regulations, we, as the independent director of Wanxiang Qianchao Co.Ltd(000559) , report the work in 2021.
As independent directors of Wanxiang Qianchao Co.Ltd(000559) (hereinafter referred to as “the company”), we can faithfully perform the duties of independent directors in strict accordance with the provisions of the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the articles of association and other relevant laws and regulations, earnestly fulfill the obligations of integrity, diligence and impartiality, and actively participate in the corporate governance with the attitude of being responsible to all shareholders, Conscientiously participated in the meetings of the board of directors and the general meeting of shareholders, gave full play to the functions of independent directors, carefully checked the materials provided by the company for all major matters that need to be decided by the board of directors, and issued relevant prior approval documents and independent opinions. For major issues related to the development of the company, insisted on putting forward constructive opinions and suggestions with a high sense of responsibility, so as to further promote the healthy, sustainable development of the company Stable development. The performance of duties in 2021 is reported as follows:
1、 Attendance at company meetings in 2021
1. Attendance at board meetings
Ms. Fu Liqun, an independent director of the ninth board of directors, should attend the board of directors 6 times this year, 5 times by means of communication and 1 time on site.
Mr. Wu Chongguo, an independent director of the ninth board of directors, should attend the board of directors 6 times this year, 5 times by means of communication and 1 time on site.
Mr. Pan bin, an independent director of the ninth board of directors, should attend the board of directors 6 times this year, 5 times by means of communication and 1 time on site.
2. Independent directors attended the 2020 annual general meeting of shareholders of the company.
2、 Independent opinions issued during the reporting period
1. On February 26, 2021, the independent directors of the ninth board of directors gave their independent opinions on the company’s proposal on investment and participation in Shanghai Xinwang Microelectronics Technology Co., Ltd. at the first extraordinary meeting of the ninth board of directors in 2021: after carefully reviewing the relevant materials submitted by the company and asking the relevant departments and personnel of the company about relevant issues, in accordance with the company law and the securities law According to the provisions of the articles of association and relevant laws and regulations, based on independent judgment, we agree to pass the above proposal.
2. On March 25, 2021, at the fifth meeting of the ninth board of directors of the company, the independent directors of the ninth board of directors made comments on the proposal on the implementation report of the company’s related party transactions in 2020 and the prediction of daily related party transactions in 2021, the notice on Several Issues Concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies, and the profit distribution plan in 2020 Self evaluation report on the company’s internal control in 2020, proposal on signing the framework agreement on financial services with Wanxiang Finance Co., Ltd., proposal on the risk assessment report of Wanxiang Finance Co., Ltd., proposal on renewing the employment of the company’s financial and internal control audit institutions, proposal on providing guarantee for some subsidiaries to apply for comprehensive credit from Wanxiang Finance Co., Ltd Independent opinions on the proposal on providing entrusted loans to the joint venture company: after carefully reviewing the relevant materials submitted by the company and asking the relevant departments and personnel of the company about relevant issues, the above proposal is approved based on independent judgment in accordance with the provisions of the company law, the securities law, the articles of association and relevant regulations.
3. On April 26, 2021, the independent directors of the ninth board of directors deliberated and approved the report of the first quarter of 2021, the proposal on increasing the capital of Wanxiang Finance Co., Ltd., a joint-stock company, the proposal on signing a framework agreement on capital lending with Wanxiang Group, and the proposal on proposing to convene the 2020 annual general meeting of shareholders at the sixth meeting of the ninth board of directors of the company. On the basis of carefully reviewing the relevant materials submitted by the company and asking the relevant departments and personnel of the company about relevant issues, the above proposal is approved based on independent judgment in accordance with the provisions of the company law, the securities law, the articles of association and relevant regulations. 4. On July 27, 2021, the independent directors of the ninth board of directors deliberated and approved the proposal on capital increase to the wholly-owned subsidiary, the proposal on using their own funds to carry out securities investment, and the proposal on transferring the equity of the holding subsidiary Harbin Wanxiang Hafei Automobile Chassis System Co., Ltd. at the second extraordinary meeting of the ninth board of directors in 2021. After carefully reviewing the relevant materials submitted by the company, On the basis of asking relevant departments and personnel of the company about relevant issues, and in accordance with the provisions of the company law, the securities law, the articles of association and relevant regulations, and based on independent judgment, we agree to pass the above proposal.
5. On August 25, 2021, the independent directors of the ninth board of directors gave their independent opinions on the semi annual report and summary of 2021 and the proposal on the risk assessment report of Wanxiang Finance Co., Ltd. at the seventh meeting of the ninth board of directors of the company: they carefully reviewed the relevant materials submitted by the company and asked the relevant departments and personnel of the company about relevant issues. According to the company law and the securities law According to the provisions of the articles of association and relevant laws and regulations, based on independent judgment, we agree to pass the above proposal.
6. On October 27, 2021, the independent directors of the 9th board of directors gave their independent opinions on the proposal on capital increase to the wholly-owned subsidiary Wanxiang Qianchao Co.Ltd(000559) (Shanghai) Automotive Systems Co., Ltd., the third quarter report of 2021, and the proposal on increasing the estimated amount of daily connected transactions of the company in 2021 at the 8th meeting of the 9th board of directors of the company: they carefully reviewed the relevant materials submitted by the company, On the basis of asking relevant departments and personnel of the company about relevant issues, and in accordance with the provisions of the company law, the securities law, the articles of association and relevant regulations, and based on independent judgment, we agree to pass the above proposal.
3、 The independent directors did not raise any objection to the proposals of the board of directors and other relevant matters this year.
4、 Work done in protecting the rights and interests of investors
As an independent director of the company, we will be able to perform our duties diligently and faithfully in 2021, which is embodied in the following aspects:
1. Continue to pay attention to the company’s information disclosure and the reports of the public media on the company, and urge the company to conduct information management and disclosure in strict accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management system and the insider registration management system, so as to ensure that the company is true, accurate, timely Complete information disclosure, and urge the company to strengthen the registration and management of insiders.
2. For the major issues that need to be considered and decided by the board of directors, the meeting materials shall be fully studied and reviewed in advance, so as to have an in-depth understanding of the operation and management of the enterprise, the improvement and implementation of the internal control system, communicate with the personnel of relevant business departments, use professional knowledge, express prior approval opinions, and express professional opinions in the decision-making of the board of directors.
3. We also supervised and verified the performance of directors and senior executives, actively and effectively performed the duties of independent directors, promoted the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and the general public shareholders.
The above is our work report on the performance of our duties in 2021. In 2021, the company’s operating results were objective under the complex and changeable macroeconomic situation. We are very confident that the company will continue to maintain stable operation in the future to better repay shareholders. The convening and holding of the board of directors and general meeting of shareholders of the company in 2021 comply with legal procedures, and major business decisions have fulfilled relevant procedures and information disclosure obligations.
In 2022, we will further participate in all links of the company and the board of directors, continue to earnestly perform our duties in accordance with the provisions and requirements of laws and regulations on independent directors, actively understand the operation of the company, earnestly and prudently perform our duties, and strive to safeguard the interests of large, medium and small shareholders.
It is hereby reported.
Independent directors: Fu Liqun, Wu Chongguo, pan bin March 30, 2002
