Changchai Company Limited(000570)
Report on the work of independent directors in 2021
As an independent director of the 9th board of directors of Changchai Company Limited(000570) (hereinafter referred to as “the company”), In 2021, I performed my duties honestly, diligently and independently in strict accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies, the stock listing rules of Shenzhen Stock Exchange, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, other relevant laws and regulations, the articles of association, the independent director system and other relevant provisions and requirements of the company, Actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major issues of the company, gave full play to the role of independent directors, safeguarded the legitimate rights and interests of the company and public shareholders, and promoted the standardized operation of the company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the general meeting of shareholders and the board of directors held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a cautious attitude, and played a positive role in the correct decision-making of the board of directors.
During the term of office in 2021, the company held 11 board meetings and 2 Shareholders’ meetings. My attendance at the meetings is as follows:
Attendance of directors at the board of directors and shareholders’ meeting
The on-site attendance during the reporting period is entrusted by the corresponding party. Is it continuous
The name of the director shall participate in the meeting of the board of directors, the meeting of the board of directors, the meeting of the board of directors, the absence of the director twice, the number of times of the shareholders’ meeting, the number of times of the meeting shall be from the number of times of the board of directors
Wangmanchang 115600 No 2
In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant examination and approval procedures were performed for major matters. I carefully considered various proposals on the board of directors and believed that these proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders. Therefore, I voted in favour, no dissenting vote or abstention.
2、 Independent opinions
In 2021, I scrupulously performed my duties, understood the operation of the company in detail, and jointly expressed independent opinions on relevant matters with other independent directors of the company, as follows:
On January 20, 2021, at the first interim meeting in 2021, the independent opinions on the company’s long-term foreign exchange settlement business were expressed.
On April 13, 2021, before the 8th meeting of the ninth session of the board of directors, it reviewed the extension of the validity period of the resolution of the general meeting of shareholders on the company’s non-public offering of shares and the request to the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to the non-public offering of shares, and issued a prior approval opinion agreeing to submit the above proposal to the board of directors for deliberation. At the 8th meeting of the 9th board of directors on April 11, 2021, the board of directors expressed its independent opinions on the company’s profit distribution plan, internal control evaluation, provision for asset impairment, provision of guarantee for bank credit of subsidiaries, extension of the validity period of the resolution of the shareholders’ meeting of the company’s non-public offering of shares, and the extension of the validity period of the resolution of the shareholders’ meeting authorizing the board of directors to handle matters related to the non-public offering of shares. At the third extraordinary meeting of the board of directors in 2021 on June 28, 2021, the board of directors expressed an independent opinion on the use of raised funds to replace the pre invested project funds and the advance issuance expenses.
At the fourth interim meeting of the board of directors in 2021 on July 13, 2021, the board of directors expressed its independent opinions on the management system of financial products, the purchase of financial products with its own idle funds and idle raised funds, and the change of the implementation subject of some investment projects with raised funds.
On July 26, 2021, before the fifth extraordinary meeting of the board of directors in 2021, the company issued a prior approval opinion on the company’s use of idle raised funds to purchase income certificates of Donghai securities and related party transactions, agreeing to submit the above proposal to the board of directors for deliberation. At the fifth interim meeting of the board of directors in 2021 on July 26, 2021, the independent opinions on the company’s use of idle raised funds to purchase income certificates of Donghai securities and related party transactions were expressed.
On August 16, 2021, before the 10th meeting of the ninth session of the board of directors in 2021, the board of directors issued a prior approval opinion on the company’s renewal of the 2021 financial audit institution and its audit fees, and the renewal of the 2021 internal control audit institution, agreeing to submit the above proposal to the board of directors for deliberation. On August 16, 2021, at the 10th meeting of the ninth session of the board of directors in 2021, the board of directors issued independent opinions on the company’s change of accounting policies, provision for asset impairment, write off of some accounts receivable, storage and use of raised funds in the half year of 2021, and renewal of the financial audit institution and internal control audit institution in 2021.
At the seventh extraordinary meeting of the board of directors in 2021 on December 13, 2021, the board of directors expressed its independent opinions on the proposal to hire any Mr. Jianjiang as the deputy general manager of the company.
3、 On site investigation of the company
In 2021, with the attitude of being diligent and responsible to the company and investors, taking advantage of the opportunity of attending the general meeting of shareholders and the board of directors to inspect the site in advance, communicate with the senior management of the company, focus on the matters requiring independent directors to express independent opinions and related matters, and focus on the production and operation status, management status and the implementation of resolutions of the board of directors of the company; Always pay attention to the company’s external environment, market changes and relevant media reports on the company, timely learn about the progress of the company’s major issues, master the company’s operating dynamics, and effectively perform the duties of independent directors.
4、 Performance of duties in the company’s 2021 audit
In accordance with the company’s independent director system and other relevant regulations and requirements, I went to the company to conduct field research, carefully listened to the company’s management’s report on major matters such as the business situation in 2021 and the company’s financial director’s report on the company’s financial situation in 2021, fully communicated with the company’s 2021 audit certified public accountant, and listened to the certified public accountant’s introduction of the preliminary audit opinions, And fully communicated with certified public accountants and the company’s management on relevant issues, and faithfully performed the duties of independent directors. 5、 Work done in protecting the rights and interests of investors
1. Urge the company to comply with the requirements of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the information disclosure management system, so as to ensure the authenticity, accuracy, timeliness and integrity of the company’s information disclosure.
2. Pay attention to the important information disclosed by the company in the media and online, and maintain timely communication with the company’s management.
3. Carefully reviewed the proposals and relevant materials considered by each shareholders’ meeting and the board of directors, and exercised the voting right independently and prudently; Deeply understand the improvement and implementation of the company’s operation, management and internal control systems, and actively communicate with the company’s management on the problems existing in the company.
4. Actively study the laws, regulations and normative documents such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for Shenzhen listed companies No. 1 – standardized operation of listed companies on the main board, the basic norms of enterprise internal control and supporting guidelines, actively participate in the training held by the regulatory authorities and timely understand the regulatory trends.
6、 Work of the special committee of the board of directors
As a member of the audit committee, I convened and presided over the meeting in strict accordance with the annual report working system of independent directors and the detailed rules for the implementation of the audit committee of the board of directors. According to the actual situation of the company, I reviewed the company’s periodic report, internal audit work report, renewal of accounting firm, self-evaluation report of the company’s internal control and other matters, and reviewed the internal audit plan, audit work and special audit report Carefully listen to the management’s report on the company’s production and operation and the progress of major events, and review the company’s financial statements; Actively contact and communicate with audit institutions and earnestly perform the functions of the audit committee.
As a member of the remuneration and assessment committee of the board of directors of the company, I participated in the daily work of the remuneration and assessment committee, supervised the implementation of the remuneration system of the company, reviewed the remuneration of directors and senior managers, listened to the annual work report of senior managers and assessed them in accordance with the implementation rules of the remuneration and assessment committee of the board of directors and other relevant systems, Earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee.
7、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, actively participated in the relevant training organized by the company in various ways, and continuously improved my ability to perform my duties, It provides better opinions and suggestions for the company’s scientific decision-making and risk prevention, and effectively strengthens the ability to protect the legitimate rights and interests of the company and investors.
8、 Other work
1. There is no proposal to convene the board of directors;
2. There is no independent engagement of external audit institutions and consulting institutions;
3. No independent director proposed to hire or dismiss an accounting firm.
The above is the report on my performance of duties in 2021.
Independent director: Wang Manchang
April 11, 2022
Changchai Company Limited(000570)
Report on the work of independent directors in 2021
As an independent director of the 9th board of directors of Changchai Company Limited(000570) (hereinafter referred to as “the company”), In 2021, I performed my duties honestly, diligently and independently in strict accordance with the company law, the guiding opinions on the establishment of independent directors in listed companies, the stock listing rules of Shenzhen Stock Exchange, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, other relevant laws and regulations, the articles of association, the independent director system and other relevant provisions and requirements of the company, Actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on major issues of the company, gave full play to the role of independent directors, safeguarded the legitimate rights and interests of the company and public shareholders, and promoted the standardized operation of the company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
In 2021, with a diligent and responsible attitude, I actively participated in the general meeting of shareholders and the board of directors held by the company, carefully reviewed the meeting materials, actively participated in the discussion of various topics and put forward reasonable suggestions, exercised the voting right with a cautious attitude, and played a positive role in the correct decision-making of the board of directors.
During the term of office in 2021, the company held 11 board meetings and 2 Shareholders’ meetings. My attendance at the meetings is as follows:
Attendance of directors at the board of directors and shareholders’ meeting
The on-site attendance during the reporting period is entrusted by the corresponding party. Is it continuous
The name of the director shall participate in the meeting of the board of directors, the meeting of the board of directors, the meeting of the board of directors, the absence of the director twice, the number of times of the shareholders’ meeting, the number of times of the meeting shall be from the number of times of the board of directors
Xing min 11 4 6 1 0 No 2
In 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant examination and approval procedures were performed for major matters. I carefully considered various proposals on the board of directors and believed that these proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders. Therefore, I voted in favour, no dissenting vote or abstention.
2、 Independent opinions
In 2021, I scrupulously performed my duties, understood the operation of the company in detail, and jointly expressed independent opinions on relevant matters with other independent directors of the company, as follows:
On January 20, 2021, at the first interim meeting in 2021, the independent opinions on the company’s long-term foreign exchange settlement business were expressed.
On April 13, 2021, before the 8th meeting of the ninth session of the board of directors, it reviewed the extension of the validity period of the resolution of the general meeting of shareholders on the company’s non-public offering of shares and the request to the general meeting of shareholders to extend the validity period of authorizing the board of directors to handle matters related to the non-public offering of shares, and issued a prior approval opinion agreeing to submit the above proposal to the board of directors for deliberation. At the 8th meeting of the 9th board of directors on April 11, 2021, the board of directors expressed its independent opinions on the company’s profit distribution plan, internal control evaluation, provision for asset impairment, provision of guarantee for bank credit of subsidiaries, extension of the validity period of the resolution of the shareholders’ meeting of the company’s non-public offering of shares, and the extension of the validity period of the resolution of the shareholders’ meeting authorizing the board of directors to handle matters related to the non-public offering of shares. At the third extraordinary meeting of the board of directors in 2021 on June 28, 2021, the board of directors expressed an independent opinion on the use of raised funds to replace the pre invested project funds and the advance issuance expenses.
On July 13, 2021, at the fourth interim meeting of the board of directors in 2021, the same opinions were issued on the management system of financial products, the purchase of financial products with self owned idle funds and idle raised funds, and the change of the implementation subject of some investment projects with raised funds
