Changchun Engley Automobile Industry Co.Ltd(601279) independent director
Independent opinions on matters related to the fifth meeting of the Fourth Board of directors
As an independent director of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as “the company”), based on the principle of prudence and independent judgment, we have carefully consulted relevant materials in accordance with laws and regulations such as the rules for independent directors of listed companies, the guidelines for the governance of listed companies, the listing rules of Shanghai Stock Exchange and the relevant provisions of the articles of association and the working system of independent directors of the company, After necessary communication with relevant personnel of the company, we hereby express independent opinions on relevant matters of the fifth meeting of the Fourth Board of directors as follows:
1、 Internal control evaluation report in 2021
The company has established a relatively complete, sound and effective internal control system. All internal control systems comply with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements. The internal control system is effectively implemented and can play a better management and control role in all key links of the company’s business management, It can guarantee the healthy operation of the company’s businesses and the control of business risks. The internal control evaluation report of Changchun Engley Automobile Industry Co.Ltd(601279) 2021 truly reflects the basic situation of the company’s internal control and conforms to the current situation of the company’s internal control.
2、 2021 profit distribution plan
The company’s profit distribution plan for 2021 complies with the relevant provisions of the articles of association and the actual situation and development needs. Fully consider the company’s current profitability, cash flow, business development needs, capital needs and other factors, and ensure the reasonable return of shareholders, which is conducive to the healthy, sustainable and stable development of the company. Therefore, it is agreed that the plan and the distribution plan shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
3、 Proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022
Compliance with relevant laws and regulations of 2021 and related party transactions, and the implementation of relevant laws and regulations of 2022; The related party transactions involved in the company belong to the normal business scope, which is necessary to exist in the future production and operation, and will continue to exist. The transaction is fair and legal and does not harm the interests of the listed company and shareholders. The company is independent of related parties in terms of business, personnel, finance, assets and institutions, and related party transactions will not affect the independence of the company.
We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
4、 Proposal on re employment of accounting firm
PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) is qualified for securities practice and has the experience and ability to provide audit services for listed companies. In the audit work of 2021, he was able to fulfill his duties, carry out the audit work in accordance with the relevant provisions of the audit standards, and the relevant audit opinions were objective and fair. The decision-making procedures of the company’s continued employment of PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the financial audit and internal control audit institution in 2022 comply with the relevant provisions of the company law and the articles of association, and will not damage the interests of the company’s shareholders, especially the minority shareholders.
We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
5、 Proposal on the prediction of the amount of guarantee provided to foreign countries in 2022
The estimated amount of external guarantee of the company in 2022 meets the actual needs of the company’s business and operation development, and the external guarantee plan is reasonable. The deliberation and decision-making procedures of the board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association, and the risks are controllable. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
Therefore, we agree to the proposal on the prediction of external guarantee amount in 2022 and submit it to the general meeting of shareholders of the company for deliberation.
6、 Proposal on using self owned funds for cash management
In order to improve the fund use efficiency of the company and its subsidiaries and make rational use of idle funds, without affecting the normal operation of the company, the company and its subsidiaries intend to use idle self owned funds to invest in low-risk financial products of financial institutions such as banks, securities companies or trust companies, so as to increase the company’s income and seek better investment return for the company and shareholders, without adversely affecting the company’s business activities, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, which is in line with the interests of the company and all shareholders. The relevant approval procedures shall comply with the relevant provisions of laws and regulations and the articles of association. It is agreed that the company and its subsidiaries use idle self owned funds of no more than 500 million yuan for cash management within the validity period of the resolution.
We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 Proposal on special report on the deposit and actual use of raised funds in 2021
We have reviewed the special report on the deposit and actual use of the company’s raised funds in 2021 and believe that the content of the report truly and objectively reflects the actual situation of the deposit and use of the company’s raised funds in 2021. The deposit and actual use of the company’s raised funds in 2021 comply with the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange on the use and management of raised funds of listed companies, there is no violation of the relevant provisions on the use and management of raised funds, and there is no damage to the interests of the company and shareholders. Therefore, we unanimously agree to the proposal.
8、 According to the proposal on confirming the remuneration of the company’s directors in 2021 and formulating the remuneration scheme in 2022, we have carefully understood and reviewed the remuneration assessment of the company’s directors and agreed that the company will pay a total of 3.9408 million yuan to the directors in 2021.
The 2022 remuneration plan of the company’s directors is formulated according to the remuneration level of the company’s industry and scale and in combination with the actual operation of the company, which is conducive to strengthening the diligence of the company’s directors, improving work efficiency and the company’s operation efficiency, and the formulation and voting procedures are legal and effective. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws, regulations and the provisions of the articles of association.
We agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
9、 Proposal on providing guarantee for wholly-owned subsidiaries applying for comprehensive credit
The guarantee provided by the company for the wholly-owned subsidiary’s application for comprehensive credit is an external guarantee generated according to the needs of the company’s normal business activities; Comply with current effective laws, regulations and relevant internal regulations of the company; There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The decision-making procedure of the board of directors on this guarantee complies with the provisions of relevant laws and regulations and the articles of association, and the voting result is legal and effective.
Therefore, we agree to the proposal and submit it to the general meeting of shareholders of the company for deliberation.
10、 Proposal on changes in accounting policies
The change of the company’s accounting policy is based on the question and answer on the implementation of accounting standards for business enterprises issued by the accounting department of the Ministry of Finance on November 1, 2021, which is in line with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange. There is no situation that damages the interests of the company and all shareholders, especially the majority of minority shareholders.
After the change of the company’s accounting policy, the company’s financial report can more objectively and fairly reflect the company’s financial situation, operating results and cash flow, which is in line with the interests of the company and all shareholders. The decision-making procedures of this accounting policy change comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to this accounting policy change.
11、 Proposal on confirming the salary of senior managers of the company in 2021 and formulating the salary plan in 2022
We have carefully understood and reviewed the salary assessment of senior managers of the company, and agreed that the company will pay a total of 4.7979 million yuan to senior managers in 2021.
The 2022 salary plan of the company’s senior managers is formulated in combination with the actual operation of the company, which is conducive to strengthening the diligence of the company’s senior managers, improving work efficiency and the company’s operating benefits, and the formulation and voting procedures are legal and effective. There is no situation that damages the interests of the company and shareholders, and it complies with relevant national laws, regulations and the provisions of the articles of association.
(there is no text on this page, which is the signature page of Changchun Engley Automobile Industry Co.Ltd(601279) independent director’s independent opinions on matters related to the fifth meeting of the Fourth Board of directors) signature of independent director Wang Jun:
March 28, 2022
(there is no text on this page, which is the signature page of Changchun Engley Automobile Industry Co.Ltd(601279) independent director’s independent opinions on matters related to the fifth meeting of the Fourth Board of directors) signature of independent director Meng Yan:
March 28, 2022
(there is no text on this page, which is the signature page of Changchun Engley Automobile Industry Co.Ltd(601279) independent director’s independent opinions on matters related to the fifth meeting of the Fourth Board of directors) signature of independent director Zhang Ning:
March 28, 2022
