2021 annual report of independent directors
As independent directors of Sinotruk Jinan Truck Co.Ltd(000951) (hereinafter referred to as “the company”), we performed the duties of independent directors in 2021 in accordance with the company law of the people’s Republic of China, the rules for independent directors of listed companies, the guidelines for the performance of duties of independent directors of listed companies, the guidelines for independent directors to promote the internal control of listed companies and other laws and regulations, as well as the provisions and requirements of the articles of association and the independent director system, Exercised the rights conferred by the company with due diligence and prudence, attended the relevant meetings of the company in 2021, expressed independent opinions on the relevant bills of the board of directors, and effectively safeguarded the interests of the company and shareholders, especially the shareholders of public shares. The following report is made on the performance of duties in 2021:
1、 Attendance at meetings
As an independent director of the company, we actively participate in all relevant meetings held by the company with a diligent attitude. Before the meeting, be able to carefully review the meeting materials and actively participate in the discussion of various proposals. We believe that the board of directors convened and held by the company in 2021 complies with legal procedures, and relevant procedures have been performed for major business decisions and other major matters, which are legal and effective. In 2021, we had no objection to the proposals of the board of directors and other matters of the company, and voted in favour of the proposals of the board of directors. Our attendance at the 2021 board meeting and general meeting of shareholders is as follows:
The report is sent out by correspondence. Whether the absence is continuously attended by the attending directors during the independent director period? The name of the attending directors who have not been close to the shareholders twice plus the number of meetings of the board of directors plus the number of meetings of the board of directors since the number of meetings of the board of directors and the number of meetings of the board of directors
Zhang Hong 10 6 4 0 0 0 No 5
Ma Zengrong 10 4 4 2 0 No 3
Zhou Shumin 10 6 4 0 0 No 5
2、 Opinions of independent directors
During the reporting period, we gave prior approval and independent opinions on the following matters of the company:
(I) on February 25, 2021, the company held the first extraordinary meeting of the eighth board of directors in 2021 to express prior approval opinions and independent opinions on the expected matters of the company’s daily connected transactions in 2021.
(II) on March 16, 2021, the company held the fourth meeting of the eighth board of directors and expressed independent opinions on the relevant proposals considered at the meeting:
1. Express independent opinions on the proposal on adjusting the amount of raised funds to be invested in some investment projects with raised funds.
2. Express independent opinions on the proposal on using raised funds to replace self raised funds for investment projects invested with raised funds in advance.
3. Express independent opinions on the proposal on using bank acceptance bills to pay the funds of raised investment projects and replace them with the raised funds in the same amount.
(III) on March 30, 2021, the company held the fifth meeting of the eighth board of directors and issued prior approval opinions and independent opinions on the relevant proposals considered at the meeting:
1. Special description and independent opinions on the company’s external guarantee and fund transactions with related parties in 2020.
2. Express independent opinions on the company’s 2020 internal control evaluation report.
3. Express independent opinions on the company’s 2020 profit distribution plan. 4. Give prior approval and independent opinions on the proposal on providing guarantee for mortgage and financial leasing business.
5. Express independent opinions on the proposal on changes in accounting policies.
6. Express prior approval opinions and independent opinions on the proposal on the proposed renewal of financial audit institutions and internal control audit institutions.
7. Express independent opinions on the risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd.
(IV) on April 28, 2021, the company held the sixth meeting of the eighth board of directors and expressed independent opinions on the proposal on nominating candidates for non independent directors of the eighth board of directors.
(V) on August 26, 2021, the company held the seventh meeting of the eighth board of directors and expressed independent opinions on the relevant proposals considered at the meeting:
1. Special instructions and independent opinions on the company’s external guarantees and capital transactions with related parties in the first half of 2021.
2. Express independent opinions on the company’s plan for converting capital reserve into share capital in the half year of 2021.
3. Express independent opinions on the risk assessment report of Sinotruk Jinan Truck Co.Ltd(000951) Finance Co., Ltd.
4. Express independent opinions on the proposal on using some temporarily idle raised funds for cash management.
(VI) on November 24, 2021, the company held the fourth extraordinary meeting of the eighth board of directors in 2021 and expressed independent opinions on the relevant proposals considered at the meeting:
1. Express independent opinions on the proposal on the appointment of the general manager of the company. 2. Express independent opinions on the proposal on nominating candidates for non independent directors of the eighth board of directors of the company.
(VII) on December 30, 2021, the company held the fifth extraordinary meeting of the eighth board of directors in 2021, and expressed independent opinions on the relevant proposals considered at the meeting:
1. Express independent opinions on the proposal on the appointment of senior managers of the company.
2. Express independent opinions on the proposal on nominating candidates for non independent directors of the eighth board of directors of the company.
3、 Main work in 2021
(I) actively participate in the company’s annual audit
In accordance with the requirements of the regulatory authorities and the provisions of the company’s independent director system and the working rules of the audit committee of the board of directors, we earnestly fulfilled the responsibilities and obligations of independent directors and actively and comprehensively participated in the company’s annual audit. We carefully reviewed the company’s financial statements, the first draft of the audit and the final audit report, mastered the company’s operation and financial status, and put forward inquiry opinions in due time. During the reporting period, he communicated and inquired with the audit accountant face to face, fully understood the annual audit of the company, guided and supervised the audit work of the accountant, and ensured the independent and orderly completion of the annual audit work as planned.
(II) timely understand and grasp the company’s operation and conduct field investigation. During the reporting period, we actively communicate with the company’s management, regularly review the information reports provided by the company, make full use of the opportunity to participate in the company’s board of directors, general meeting of shareholders and other time to conduct on-site inspection on the company, and have an in-depth understanding of the company’s operation and financial status; At the same time, take advantage of the opportunity to participate in the company’s annual management report meeting to have in-depth communication with the company’s management, so as to understand the company’s management philosophy and the company’s development trends; Keep close contact with the company’s non independent directors, the Secretary of the board of directors, the person in charge of Finance and relevant staff by telephone and e-mail.
Pay attention to the publicity and reports related to the company through news media, newspapers, magazines and networks, pay attention to the impact of external environment and market changes on the company at any time, and put forward relevant opinions and suggestions on the basis of fully mastering the actual situation. (III) supervision of the company’s information disclosure
During the reporting period, the company was able to make true, accurate, timely and complete information disclosure in strict accordance with laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the company’s information disclosure management system.
(IV) supervision of the company’s internal control
In 2021, the company conducted self-evaluation on the effectiveness of the company’s internal control design and operation in accordance with the basic norms of enterprise internal control, evaluation guidelines and other relevant laws and regulations. We also focused on and investigated matters that may affect the company’s internal control and corporate governance structure, such as internal control system, external guarantee, capital exchange, deposit and use of raised funds, related party transactions, etc. Overall, the company’s internal control system has maintained stable and effective operation. The general meeting of shareholders, the board of directors, special committees and the board of supervisors of the company can operate normally and effectively in accordance with the corporate governance system; The audit committee of the board of directors can independently supervise, evaluate and improve the integrity, effectiveness and operation of the company’s internal control system; The chief financial officer and the Secretary of the board of directors can effectively perform their duties in accordance with the requirements of regulatory policies and corporate governance system.
4、 Other work
(I) there is no proposal to convene the board of directors.
(II) there is no proposed appointment or dismissal of accounting firms. (III) there is no independent engagement of external audit institutions and consulting institutions.
(IV) through self-examination, we still comply with the relevant provisions on the independence of independent directors, and the statements and commitments have not changed.
In the new year, we will continue to perform the obligations of independent directors and play the role of independent directors in a serious, diligent and cautious spirit and in accordance with the provisions and requirements of laws, regulations and the articles of association. At the same time, we will further understand the company’s operation, strengthen communication with the company’s directors, supervisors and senior management, ensure the scientific, objective, fair and independent operation of the company’s board of directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
Independent director: Zhang Hong, Ma zengreng, Zhou Shumin March 30, 2002
