Changchun Engley Automobile Industry Co.Ltd(601279)
Report on the work of independent directors in 2021
March 2022
As an independent director of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as “the company”), in 2021, in strict accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies and the provisions of the articles of association and the independent director system, we were independent, honest, diligent and conscientious, actively attended the relevant meetings of the company in 2021 and carefully considered the proposals of the board of directors, Actively provide advice for the long-term development and management of the company, and play a positive role in the scientific decision-making of the board of directors, standardized operation and the development of the company. Now the performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Meng Yan, male, born in August 1955, Chinese nationality, without permanent residency abroad, with a doctoral degree. From September 1982 to now, he has worked in the school of accounting of the Central University of Finance and economics; His main positions include professor of the school of accounting of the Central University of Finance and economics, Beijing Bashi Media Co.Ltd(600386) independent director, independent director of Beijing shouchuang ecological environmental protection group, Sinotrans Limited(601598) independent director, Qi An Xin Technology Group Inc(688561) independent director, and now he is an independent director of the company.
Wang Jun, male, born in April 1954, Chinese nationality, without permanent residency abroad, with a doctoral degree. From September 1986 to now, he has worked in the school of law of the University of foreign economic relations and trade; His main positions include professor of the Law School of the University of international business and economics, part-time lawyer of Beijing Caian law firm, and now he is an independent director of the company.
Zhang Ning, female, born in September 1959, Chinese nationality, without permanent residency abroad, bachelor degree. From June 1999 to December 2017, he served as Deputy Secretary General of China Society of automotive engineering, and since January 2018, he has served as special Secretary General of China Society of automotive engineering; Currently, he is an independent director of the company, Yunnan Xiyi Industrial Co.Ltd(002265) independent director and independent director of Suzhou lvkong Transmission Technology Co., Ltd.
(II) whether there are conditions affecting independence
As an independent director of the company, we have no relationship with the company or its controlling shareholder and actual controller, do not hold the company’s shares, do not provide financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and do not obtain additional and undisclosed interests from the company, its main shareholders or interested institutions and personnel, He has not been punished by the CSRC and other relevant departments or the stock exchange.
2、 Annual performance of independent directors
On July 12, 2018, we were elected as independent directors of the third board of directors of the company. After the term of office expires on July 12, 2021, he will continue to serve as an independent director of the Fourth Board of directors of the company through general election. There are 3 independent directors on the board of directors of the company, accounting for one third of the total number of directors on the board of directors of the company.
1. During the reporting period, the Changchun Engley Automobile Industry Co.Ltd(601279) board of directors held 9 meetings in total. As an independent director of the company, we earnestly performed our duties and attended the 9 meetings in person.
2. During the reporting period, Changchun Engley Automobile Industry Co.Ltd(601279) held 3 general meetings of shareholders, and we all attended 3 meetings in person.
3. There are four special committees under the board of directors: strategy, nomination, audit, remuneration and assessment. In 2021, as independent directors, we participated in the corresponding special committee meetings according to our respective responsibilities, carefully discussed and considered the topics of the meeting, fulfilled the responsibilities of the members, and improved the decision-making efficiency of the board of directors.
As an independent director of the company, we carefully read and understood the materials and documents related to the proposal before the board of directors, and made full preparations for the important decisions of the board of directors. At the board of directors, we carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in making scientific and correct decisions for the board of directors of the company.
3、 On site investigation of the company
In 2021, as an independent director of the company, we conducted many on-site visits to the company, communicated with relevant personnel and deeply understood the production and operation of the company; And keep close contact with other directors, senior executives and relevant company personnel through telephone and e-mail, timely learn about the progress of major matters of the company and care about the development of the company.
4、 Work done to protect the legitimate rights and interests of minority shareholders
1. In 2021, we effectively performed the duties of independent directors. For each proposal considered by the board of directors, we first carefully reviewed the proposal materials provided, and on this basis, we exercised our voting rights independently, objectively and prudently.
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, consult relevant materials, communicate with relevant personnel, and pay attention to the operation and governance of the company.
3. Made objective and fair judgments on the company’s periodic reports and other relevant matters. Supervise and verify the authenticity, accuracy, timeliness and integrity of the company’s information disclosure, and effectively protect the interests of minority shareholders.
4. Supervise and verify the performance of directors and senior executives of the company, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively safeguard the interests of the company and minority shareholders.
5. Actively study relevant laws, regulations, rules and systems, and actively participate in the follow-up training activities for independent directors organized by the company law, the securities law, the new accounting standards and the Shanghai Stock Exchange.
5、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
The related party transactions of the company during the reporting period have performed the relevant procedures in strict accordance with the articles of association and other systems. As an independent director, we believe that the company’s decision-making and related procedures are in accordance with the relevant laws and regulations of 2021; 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.
(II) external guarantee and fund occupation
During the reporting period, we carefully reviewed the external guarantees of the company and believed that all the guarantees in the reporting period were provided by the company to wholly-owned and holding subsidiaries, the risks were controllable, the procedures were legal and compliant, there were no illegal guarantees, there were no existing cases that damaged the interests of minority shareholders and the company, and had no adverse impact on the normal production and operation of the company. During the reporting period, the company did not have any illegal occupation or disguised occupation of the company’s funds by controlling shareholders and other related parties.
(III) use of raised funds
In 2021, the company used the raised funds to increase the capital of its subsidiaries, implemented the raised investment projects, and used the raised funds to replace the self raised funds invested in the raised investment projects in advance and paid the issuance expenses, which complied with the relevant provisions of the CSRC and Shanghai Stock Exchange on the management of raised funds of listed companies.
The company’s use of the raised funds does not conflict with the implementation plan of the investment projects invested by the raised funds, does not affect the normal progress of the investment projects invested by the raised funds, and does not change the investment direction of the raised funds in a disguised manner and damage the interests of shareholders. We believe that during the reporting period, the management and use of the company’s raised funds met the regulatory provisions and did not harm the interests of shareholders.
(IV) nomination and remuneration of senior managers
During the reporting period, the company engaged senior managers, and the nomination, deliberation, voting, appointment and other procedures of senior managers were in line with the relevant provisions of the company law and the articles of association. As an independent director, we believe that the remuneration plan of the company’s senior managers 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 and senior managers, improving work efficiency and the company’s operating 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.
(V) appointment of accounting firms
During the reporting period, the company did not replace the annual audit institution and internal control audit institution. We have expressed independent opinions on the company’s renewal of PricewaterhouseCoopers (Zhongtian) Certified Public Accountants (special general partnership). We believe that 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. Therefore, the company agrees to renew the appointment of PricewaterhouseCoopers (Zhongtian) Certified Public Accountants (special general partnership) as the financial audit and internal control audit institution in 2022.
(VI) performance of commitments of the company and shareholders
During the reporting period, we urged the company to carefully sort out and inspect the performance of shareholders, related parties and the company’s own commitments in accordance with the relevant notices and requirements of the China Securities Regulatory Commission, and found no violation of the performance of commitments.
(VII) operation of the board of directors and its subordinate special committees
In 2021, the work of the board of directors and subordinate committees of the company was carried out in an orderly manner. We earnestly performed our duties and actively promoted the smooth development of relevant work of the company. In strict accordance with their respective duties, the board of directors and its subordinate special committees deliberated on matters in their respective fields, and the operation was standardized. We will attend the board meeting as an independent board of directors and participate in the scientific and effective discussion of the board of directors.
(VIII) implementation of information disclosure
We have supervised and verified the information disclosure of the company during the reporting period, and believe that the company performed the obligation of information disclosure in a timely, complete, full and accurate manner in strict accordance with the provisions of the measures for the administration of information disclosure of listed companies and the company’s information disclosure management system. There are no false records, misleading statements or major omissions.
(IX) implementation of internal control
According to the requirements of normative documents such as the basic norms of enterprise internal control, we have learned about the development of the company’s internal control. The company has further established and improved the internal control system, and the company’s internal control system operates effectively. We believe that the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise’s internal control standard system and relevant regulations. There were no major defects in internal control over financial reporting during the reporting period.
(x) changes in accounting policies
During the reporting period, the company made corresponding changes to the accounting policies according to the requirements of the documents of the Ministry of finance. The changed accounting policies comply with the relevant provisions of the Ministry of Finance and do not damage the legitimate rights and interests of the company and all shareholders, especially the interests of minority shareholders. It can more objectively and fairly reflect the company’s financial situation and operating results and provide investors with more reliable and accurate accounting information.
6、 Overall evaluation and recommendations
The above is the report on our performance of duties as an independent director of the company in 2021. In 2022, in the spirit of good faith and diligence, we will continue to perform the obligations of independent directors in accordance with the provisions and requirements of laws, regulations and the articles of association, give full play to the role of independent directors, further strengthen communication with the directors, supervisors and management of the company, use professional knowledge and experience to provide more suggestions for the development of the company and provide reference for the scientific decision-making of the board of directors, We will resolutely safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Finally, I would like to express my heartfelt thanks to the board of directors and management of the company for their active and effective cooperation and support in our work in the past year!
It is hereby reported
Independent directors: Wang Jun, Meng Yan, Zhang Ning
March 28, 2022
(there is no text on this page, which is the signature page of the work report of independent directors in Changchun Engley Automobile Industry Co.Ltd(601279) 2021) (signature of independent director Meng Yan:
Changchun Engley Automobile Industry Co.Ltd(601279) March 28, 2022 (there is no text on this page, which is the signature page of Changchun Engley Automobile Industry Co.Ltd(601279) 2021 annual report on the work of independent directors) (signed by Wang Jun, independent director):
Changchun Engley Automobile Industry Co.Ltd(601279) March 28, 2022 (there is no text on this page, which is the signature page of Changchun Engley Automobile Industry Co.Ltd(601279) 2021 annual report on the work of independent directors)
Changchun Engley Automobile Industry Co.Ltd(601279) March 28, 2022
