Changchun Engley Automobile Industry Co.Ltd(601279)
Work report of the board of supervisors in 2021
In 2021, with the joint efforts of all supervisors, in accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws and regulations, and in the spirit of being responsible to all shareholders, the board of supervisors of the company conscientiously performed the functions and powers conferred by relevant laws and regulations, actively and effectively carried out work, and carried out supervision on the legal operation, major business decisions, financial status and directors Senior managers effectively supervised the performance of their duties, safeguarded the legitimate rights and interests of the company and shareholders, and steadily promoted the healthy development of the company. The main work report for 2021 is as follows:
1、 Work of the board of supervisors
In 2021, the company’s supervisors diligently performed their duties and exercised relevant functions and powers in strict accordance with the requirements of the articles of association, rules of procedure of the board of supervisors and other relevant regulations, and held meetings of the board of supervisors in accordance with legal procedures to attend the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates. In 2021, the board of supervisors of the company held 7 meetings to timely supervise and express opinions on major matters of the company.
1. On March 25, 2021, the seventh meeting of the first session of the board of supervisors was held in the company’s conference room, which reviewed and approved the work report of the board of supervisors in 2020, the company’s financial final settlement plan in 2020, the company’s financial budget plan in 2021, and the company’s profit distribution plan in 2020 Proposal on employing PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, proposal on confirming the company’s daily connected transactions in 2020, proposal on reviewing the company’s internal control self-evaluation report in 2020, proposal on reporting the company’s financial report in 2020, proposal on the company’s daily connected transactions forecast in 2021 Proposal on the company’s 2021 annual guarantee plan, proposal on the company providing guarantee for wholly-owned subsidiaries, proposal on revising some provisions of “internal control system – financial statement preparation process measures”, proposal on the company using its own idle funds for entrusted financial management, proposal on the company providing financial assistance to subsidiaries Proposal on Amending Some Provisions of the “measures for the administration of endorsement and guarantee”.
2. On April 29, 2021, the eighth meeting of the first board of supervisors was held in the company’s conference room, which deliberated and adopted the report of the first quarter of 2021 and the proposal on using the raised funds to increase capital to subsidiaries and implement raised investment projects.
3. On June 25, 2021, the ninth meeting of the first session of the board of supervisors was held in the company’s conference room, and the proposal on the general election of non employee representative supervisors of the second session of the board of supervisors, the proposal on the use of raised funds to replace self raised funds and pay issuance expenses for pre invested raised investment projects, and the proposal on providing guarantee for the application for comprehensive credit extension of wholly-owned subsidiaries and holding subsidiaries were deliberated and adopted.
4. On July 12, 2021, the first meeting of the second board of supervisors was held in the company’s conference room, and the proposal on the election of the chairman of the second board of supervisors was deliberated and adopted.
5. On August 27, 2021, the second meeting of the second session of the board of supervisors was held in the company’s conference room, which deliberated and adopted the company’s 2021 semi annual report and its summary, the special report on the deposit and actual use of the company’s 2021 semi annual raised funds, the proposal on providing guarantee for the application of comprehensive credit for wholly-owned subsidiaries, and the proposal on providing financial assistance to wholly-owned subsidiaries.
6. On October 29, 2021, the third meeting of the second session of the board of supervisors was held in the company’s conference room, and the company’s report for the third quarter of 2021 and the proposal on providing guarantee for wholly-owned subsidiaries’ application for comprehensive credit were deliberated and adopted.
7. On November 9, 2021, the fourth meeting of the second board of supervisors was held in the company’s conference room, and the proposal on the sale of assets by holding subsidiaries was deliberated and adopted.
2、 Independent opinions of the board of supervisors on the legal operation of the company
In 2021, the board of supervisors of the company attended 3 general meetings of shareholders and 9 meetings of the board of directors. In accordance with the provisions of the company law and other relevant laws, regulations and the articles of association, the board of supervisors inspected and supervised the company’s decision-making procedures, internal control system and the behavior of the company’s directors and senior managers in performing their duties. The board of supervisors believed that the company had established a relatively perfect corporate governance structure and continuously promoted the construction of internal control system, In 2021, the company’s decision-making procedures on major matters comply with relevant regulations, are correct and reasonable, and the company’s management system is standardized; The procedures for convening the general meeting of shareholders are legal and effective; The board of directors can earnestly implement the resolutions of the general meeting of shareholders. In 2021, the board of supervisors did not find that the directors and senior managers of the company violated laws, regulations, the articles of association or damaged the interests of the company when performing their duties.
3、 Independent opinions of the board of supervisors on the company’s financial situation
The members of the board of supervisors carefully listened to the special report of the financial director of the company, and inspected and supervised the financial operation of the company by reviewing the annual report of the company and the audit report of the accounting firm. The board of supervisors believes that the financial report of the company in 2021 objectively, accurately and completely reflects the financial status and operation of the company. PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) issued the audit opinion for the company and made an objective and fair evaluation on relevant matters.
4、 The board of supervisors reviews the internal control of the company
During the reporting period, the company continued to promote the construction of internal control system, strictly implemented various laws, regulations, rules and regulations, continuously improved the corporate governance structure, and effectively protected the legitimate rights and interests of the company and shareholders. The company has gradually established a relatively perfect internal control system and can be effectively implemented. The company’s existing internal control system can basically meet the requirements of the company’s management, provide reasonable guarantee for the preparation of true, complete and fair financial statements, ensure the healthy operation of the company’s business activities and the implementation of relevant national laws, regulations and the company’s internal rules and regulations, and protect the safety and integrity of the company’s assets.
5、 The board of supervisors reviews the company’s acquisition and sale of major assets
During the reporting period, Ningbo Maoxiang Metal Co., Ltd. (hereinafter referred to as “Ningbo Maoxiang”), the holding subsidiary of the company, sold to Ningbo Yongbo Intelligent Technology Co., Ltd. the real estate owned by Ningbo Maoxiang, located at No. 609, Xiaying North Road, Panhuo street, Yinzhou District, with a parcel area of 266561 m2, including land, houses and supporting ancillary facilities. This transaction does not involve related party transactions, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies; This transaction has been submitted to the board of directors for deliberation. In addition, the company did not acquire or sell major assets in 2021. There is no insider trading or other circumstances that damage the interests of the company’s shareholders or cause the loss of the company’s assets.
6、 Related party transactions of the company
In 2021, the board of supervisors supervised the related party transactions of the company and paid attention to the relevant behaviors of related directors and related shareholders. In case of related party transactions, the company strictly implemented the relevant agreed prices, complied with relevant regulations, and performed legal procedures. The related party transactions and pricing principles were fair and reasonable, without any illegal acts, and did not damage the interests of the company and shareholders, especially minority shareholders.
7、 2022 work plan of the board of supervisors
The current board of supervisors will continue to faithfully perform its duties in strict accordance with the company law, the articles of association and relevant national regulations and policies, and further promote the standardized operation of the company.
(I) supervise the operation of the company according to law and actively supervise the construction and effective operation of the internal control system.
(II) focus on the company’s high-risk areas and inspect the company’s major investment, fund management, related party transactions and other important aspects.
(III) check the financial situation of the company. Supervise the financial operation of the company through regular understanding and review of financial reports.
Changchun Engley Automobile Industry Co.Ltd(601279) board of supervisors March 28, 2022
