Bohai Automotive Systems Co.Ltd(600960)
2021 annual report of independent directors
As an independent director of Bohai Automotive Systems Co.Ltd(600960) (hereinafter referred to as “the company”), we have diligently, dutifully and faithfully performed our duties and attended relevant meetings in 2021 in strict accordance with the provisions and requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the articles of association, the company’s independent director system and other relevant laws, regulations and rules, Carefully deliberated various proposals of the board meeting, expressed independent opinions on relevant matters of the company, and effectively safeguarded the interests of the company and shareholders. The work of 2021 is reported as follows: I. Basic information of independent directors
(I) personal work experience, professional background and part-time work
As an independent director of the company, we have professional qualifications and working ability and have accumulated rich experience in our professional fields. Our personal work experience, professional background and part-time work are as follows:
Mao Xinping, PhD in iron and steel metallurgy from Beijing University of science and technology, academician of the Chinese Academy of engineering, is currently the director of the national 2011 plan Collaborative Innovation Center for iron and steel common technology of Beijing University of science and technology. He has successively served as deputy chief engineer and chief designer of Wuhan Iron and steel design and Research Institute of the Ministry of metallurgical industry, deputy general manager and chief engineer of Guangzhou Zhujiang Iron and Steel Co., Ltd., executive vice president of the Research Institute of Wuhan Iron and steel (Group) Co., Ltd., and vice president of Baoshan Iron & Steel Co.Ltd(600019) Central Research Institute. He has been an independent director of the company since May 2021.
Changhai Bowen holds a doctorate from National University of electrical and communication of Japan. He is now the president, distinguished professor and doctoral supervisor of the Institute of high performance metal structural materials of Suzhou University. He has successively served as deputy director of casting R & D center of Japan Light Metals Co., Ltd., chairman researcher, chief engineer of Aluminum Corporation Of China Limited(601600) company and vice president of Suzhou Nonferrous Metals Research Institute. He has been an independent director of the company since May 2021.
Li Gang, with a doctorate in management from the school of accounting of the Central University of Finance and economics, is currently a professor, doctoral supervisor, director of the accounting department of Xinjiang University of Finance and economics and a leader of key disciplines in Xinjiang Uygur Autonomous Region. He has been an independent director of the company since March 2021.
(II) whether there are conditions affecting independence
1. We and our immediate family members and major social relations personnel do not work in the company or its affiliated enterprises, our relatives do not directly or indirectly hold 1% or more of the issued shares of the company, are not the top ten shareholders of the company, do not work in the shareholder units that directly or indirectly hold 5% or more of the issued shares of the company, and do not work in the top five shareholder units of the company;
2. We have not provided financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and have not obtained additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel;
3. We are independent directors nominated by the company’s board of directors and elected by the company’s general meeting of shareholders. We have no other important relationship with the company, the company’s management and the main stakeholders that can affect the company. Therefore, there is no situation affecting independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders’ meeting
In 2021, the company held 13 meetings of the board of directors and 6 meetings of the general meeting of shareholders. We attended all the meetings of the board of directors and shareholders held by the company after taking office in the form of on-site attendance and communication voting, and we were not absent for no reason. In order to fully perform the responsibilities of independent directors, before each meeting, we read the meeting proposal in detail, took the initiative to understand the relevant situation of the proposal from the company and relevant personnel, made full use of our professional knowledge, put forward reasonable suggestions and opinions on the board proposal, exercised the voting right at the board of directors with a cautious attitude, and safeguarded the overall interests of the company and the interests of minority shareholders. We believe that the convening of the general meeting of shareholders and the meeting of the board of directors of the company complies with the legal procedures, and the relevant approval procedures have been performed for major business decisions and other major matters. Attendance at relevant meetings is as follows:
Participation in this year
Independent directors present in person, shareholders present by proxy plus the number of absences of the board of directors
Number of names number of meetings
Mao Xinping 8 800 2
Changhai blog 8 800 2
Li Gang 1003
(II) operation of the special committee
The board of directors of the company has four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee. Except for the strategy committee, the proportion of independent directors has reached two-thirds. In 2021, in accordance with the relevant requirements of the relevant working rules of the special committee of the board of directors of the company, each special committee reviewed the company’s periodic report, profit distribution, general election, major investment and other major matters, and put forward the opinions and suggestions of the special committee to the board of directors after reaching opinions.
(III) on site investigation and cooperation of listed companies
In 2021, we conducted on-site investigation, communication, understanding and guidance on the company, focusing on the company’s operation, basic management, internal control and other system construction and implementation, and the implementation of the resolutions of the board of directors; Keep close contact with internal directors and senior managers of the company, always pay attention to the impact of external environment and market changes on the company, timely learn the progress of major matters of the company and master the operation dynamics of the company. The management of the company attaches great importance to communication with us and provides complete conditions and support for us to perform our duties.
The company’s existing internal control system has been basically sound, which meets the needs of the current actual situation of the company’s production and operation. The company’s internal control over subsidiaries, related party transactions, external guarantees, use of raised funds, information disclosure and other links is strict, sufficient and effective, ensuring the normal operation and management of the company.
(IV) supervision over the preparation and audit process of the annual report
During the preparation and audit of the company’s annual report, earnestly perform the duties that independent directors should perform in the preparation and disclosure of the annual report in accordance with the relevant provisions of the working system of independent directors, timely grasp the audit work arrangement and progress of the annual report, and timely communicate and exchange with the audit institutions on the audit focus and problems found in the audit process, so as to ensure that the audit report fully reflects the real situation of the company, At the same time, actively urge audit institutions to submit audit reports in time as planned.
(V) earnestly safeguard the interests of small and medium-sized investors
When expressing independent opinions, we pay special attention to include the interests of small and medium-sized investors in the scope of investigation, urge the introduction of each decision of the company not to harm the interests of investors, and effectively protect the right to know, voting and income of small and medium-sized investors.
(VI) self learning
In order to better perform the duties of independent directors and give full play to the role of independent directors, we continue to update our understanding and understanding of relevant laws and regulations and continuously improve our ability to protect the legitimate rights and interests of the company and shareholders.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on the following issues. After checking the relevant materials, we made an independent and clear judgment on the legality and compliance of the relevant decisions, implementation and disclosure of various issues, and expressed independent opinions. The details are as follows:
(I) related party transactions
In strict accordance with the requirements of the standards for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange and the decision-making system of related party transactions of the company, we review the related party transactions in the process of daily production and operation and issue relevant opinions. The daily related party transactions of the company in 2021 involve the sale of goods, purchase of goods and raw materials, provision of labor services, acceptance of labor services, deposit and loan in related enterprises. We believe that the voting procedures of the company’s related party transactions comply with relevant regulations, the transaction price is reasonable and fair, which is necessary for the company’s production and operation, in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders and the company. (II) external guarantee and fund occupation
During the reporting period, the company did not provide guarantees to affiliated enterprises and individuals. Except for the guarantee provided by the company for its subsidiaries, the company and its subsidiaries have no external guarantee or overdue guarantee. The company’s controlling shareholders and their related parties do not occupy the company’s funds.
(III) use of raised funds
During the reporting period, the deposit and use of the company’s raised funds complied with the relevant provisions of the China Securities Regulatory Commission and Shanghai Stock Exchange on the deposit and use of raised funds of listed companies, and there were no violations in the deposit and use of raised funds.
(IV) nomination of directors and remuneration of senior managers
The nomination and election procedures of the company’s directors are carried out in strict accordance with the relevant provisions of the company law, the articles of association and other laws and regulations. The salary decision-making procedures of the company’s senior managers comply with the provisions, and the salary payment standard in 2021 complies with the provisions of the company’s salary system.
(V) appointment or replacement of accounting firms
In 2021, according to the relevant requirements of the annual report, we maintained full communication with the company’s external auditors and earnestly fulfilled relevant responsibilities and obligations. In 2022, we agreed to fulfill the internal audit standards of the company and provide independent and impartial audit services for the company.
（6） Cash dividends and other investor returns
We believe that while maintaining its steady development, the company has taken into account the interests of shareholders and formulated a sustained and stable dividend policy. The board of directors formulated the dividend management system and shareholder return planning and decision-making procedures, which comply with the relevant provisions of national laws and regulations and the articles of association, reflecting the company’s attention to the reasonable investment return of investors, especially small and medium-sized investors.
According to relevant regulations, we have reviewed the company’s profit distribution plan for 2021, and we agree to this profit distribution plan. We believe that the company plans not to distribute profits or convert capital reserve into share capital due to performance losses in 2021, which is in line with the actual situation and future development needs of the company, conducive to the healthy, sustainable and stable development of the company, in line with relevant laws and regulations, and does not harm the interests of minority shareholders.
（7） Performance of commitments of the company and shareholders
During the reporting period, there was no breach of commitment by the company and shareholders.
（8） Implementation of information disclosure
We continue to pay attention to the company’s information disclosure and the reports of the public media on the company, timely grasp the company’s information disclosure, and urge the company to truly, accurately, timely and completely fulfill its information disclosure obligations in accordance with the Shanghai Stock Exchange Stock Listing Rules and other laws and regulations and the relevant provisions of the company’s information disclosure management measures. In 2021, the company issued 62 temporary announcements and 4 regular reports. The company’s information disclosure follows the principle of “openness, fairness and impartiality”. The relevant information disclosure personnel of the company do a good job of information disclosure in accordance with the requirements of laws and regulations, and timely perform the obligation of information disclosure for the major events of the company.
（9） Implementation of internal control
In strict accordance with the regulatory requirements, the company has continuously improved its internal control system, revised the information disclosure system, the insider registration management system, and formulated the salary and performance management system for senior managers, so as to further strengthen the implementation and implementation of internal control norms. On the basis of strengthening daily supervision and special inspection, the company conducted self-evaluation on the effectiveness of internal control in key business processes and key control links, formed the company’s 2021 internal control evaluation report, and hired zhongxinghua Certified Public Accountants (special general partner) as the company’s internal control audit institution to audit the implementation of the company’s internal control in 2021 and issued an audit report.
(x) changes in accounting policies
We have expressed independent opinions on the change of accounting policies of the company, and believe that the company changes the accounting policies of the company in accordance with the relevant provisions and requirements of the Ministry of finance, so that the accounting policies of the company comply with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shanghai Stock Exchange, can objectively and fairly reflect the financial status and operating results of the company, and meet the interests of the company and all shareholders.
（11） Related party transactions with BAIC Group Finance Co., Ltd. (hereinafter referred to as “finance company”)
We have expressed independent opinions on the signing of financial service agreements and related party transactions between the company and the finance company. The finance company is a non bank financial institution approved by the CBRC. The company’s application for comprehensive credit and financing business conforms to the provisions of relevant national laws and regulations, is the objective need of the company’s normal business activities, follows the principles of fairness and fairness, and the company’s deliberation and decision-making procedures comply with laws and regulations The relevant provisions of laws and regulations and the articles of association do not damage the interests of the company and minority shareholders.
（12） Provision for impairment
We have expressed independent opinions on the company’s provision for impairment. We believe that the company’s provision for impairment is based on the principle of prudence and in line with the relevant provisions of the accounting standards for business enterprises, which can truly reflect the actual situation of the company’s assets. After the provision for impairment is made, it can ensure the accuracy and integrity of the company’s financial report and more objectively and fairly reflect the company’s financial situation and operating results. The review procedures comply with relevant laws and regulations and the articles of association, and there is no situation that damages the rights and interests of the company and minority shareholders.
4、 Overall evaluation and recommendations
In 2021, as an independent director of the company, we actively participated in corporate governance based on the principles of objectivity, impartiality and independence. Earnestly perform their duties, diligently attend the meetings of the board of directors and the general meeting of shareholders, participate in the decision-making of major matters of the company, express independent opinions on major matters, give full play to the functions of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders.
In 2022, adhering to the principles of prudence, diligence and loyalty and the spirit of being highly responsible to the company and all shareholders, we will further strengthen communication with the directors, supervisors and management of the company, strengthen learning, improve professional level and decision-making ability, faithfully and effectively perform the duties and obligations of independent directors, so as to protect the interests of the company objectively and fairly
