2021 annual report of independent directors
——Independent director Wei Jianzhou
As an independent director of Haima Automobile Co.Ltd(000572) (hereinafter referred to as “the company”), I have conscientiously performed my duties as an independent director in strict accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies (hereinafter referred to as “the guiding opinions”) and other laws, regulations and the articles of association, actively attended various meetings held by the company in 2021, and combined with relevant information and analysis in my work, Expressed independent opinions on relevant matters of the company.
1、 Attendance at company meetings in 2021
I personally attended 10 meetings of the board of directors, 4 meetings of the general meeting of shareholders, 3 meetings of the audit committee of the board of directors and 2 meetings of the nomination committee of the board of directors held in 2021.
2、 Objections to relevant matters of the company in 2021
None.
3、 Independent opinions
1. At the 22nd Meeting of the 10th Session of the board of directors held on April 23, 2021, independent opinions were expressed on the company’s 2020 profit distribution plan, the company’s 2020 internal control evaluation report, the continued employment of audit institutions, the occupation of funds by related parties and external guarantees, the prediction of daily related party transactions in 2021, the selection of candidates for directors of the 11th session of the board of directors, the change of the company’s accounting policies and other proposals.
2. At the first meeting of the 11th session of the board of directors held on May 17, 2021, express independent opinions on the company’s appointment of senior managers and the proposed automobile distribution agreement between FAW Haima Automobile Co.Ltd(000572) Co., Ltd. and Hainan FAW Haima Automobile Co.Ltd(000572) Sales Co., Ltd.
3. At the second meeting of the eleventh session of the board of directors held on August 20, 2021, independent opinions were expressed on the company’s external guarantee, the occupation of funds by related parties, the subsidiary’s borrowing from the controlling shareholder and related party transactions.
4. At the 5th meeting of the 11th session of the board of directors held on November 17, 2021, the company expressed independent opinions on the company’s transfer of equity of wholly-owned subsidiaries and related party transactions.
4、 Work done in the 2021 Annual Report
According to the requirements of the CSRC, during the 2021 audit of the company, the company was diligent and conscientiously performed relevant responsibilities and obligations.
1. On January 7, 2022, he met and communicated with the annual audit certified public accountant on the arrangement and key concerns of the company’s audit in 2021, and listened to the report of the company’s management on the company’s production and operation and the progress of major events in 2021.
2. On April 22, 2022, after the annual audit accounting firm submitted the preliminary audit report, it met and communicated with the annual audit certified public accountant again to fully communicate the company’s audit work in 2021 and the audit opinions to be issued.
3. On April 22, 2022, the company reviewed the procedures and document preparation of the eighth meeting of the eleventh session of the board of directors, and agreed to hold the eighth meeting of the eleventh session of the board of directors on schedule.
5、 Work done as a member of the audit committee of the board of directors in the 2021 annual audit 1. On January 7, 2022, before the company’s annual audit certified public accountant entered the site for audit, he carefully reviewed and approved the financial and accounting statements prepared by the company from January to November 2021, the company’s 2021 annual audit work arrangement and other materials.
2. During the audit of the company’s 2021 annual financial report, urge the audit institution to submit the audit report within the agreed time limit.
3. After the annual audit, the certified public accountant issued the preliminary audit opinion, carefully reviewed the company’s 2021 financial and accounting statements again and recognized them.
4. On April 22, 2022, the company reviewed the company’s 2021 annual accounting statements, the company’s 2021 annual audit summary report, the company’s 2021 annual internal control evaluation report, the renewal of audit institutions and other proposals, and agreed to submit them to the company’s board of directors for deliberation.
6、 Work done as a member of the nomination committee of the board of directors
1. On April 23, 2021, the proposal on the review of candidates for directors of the 11th board of directors of the company was approved and submitted to the board of directors of the company for deliberation.
2. On May 17, 2021, the proposal on reviewing candidates for senior management of the company was approved and submitted to the board of directors of the company for deliberation.
7、 Field investigation
In 2021, I paid attention to the changes of the company’s business environment, corporate governance, production and operation management and development in combination with field visits. Make full use of opportunities such as attending the board of directors to understand the company’s production, operation and financial situation, and listen to the report of the company’s management on the company’s operation and standardized operation; And conduct on-site communication and exchange on the preparation and audit of the company’s regular reports.
8、 In 2021, there was no proposal to convene the board of directors, propose to hire or dismiss accounting firms, and independently hire external audit institutions and consulting institutions.
9、 Other work done to protect the legitimate rights and interests of minority shareholders
In strict accordance with the requirements of relevant laws and regulations, I timely understand the relevant contents of the company’s information disclosure and master the company’s information disclosure. For the problems existing in the specific work of the company, timely put forward criticism and guidance, and effectively help the company improve the efficiency and quality of relevant work. At the same time, pay attention to the study of relevant laws and regulations of listed companies, further deepen the understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of public shareholders, improve the ability to perform their duties, and provide better opinions and suggestions for the company’s scientific decision-making and risk prevention.
As an independent director of the company, in accordance with the provisions and requirements of the company law, the guiding opinions, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association and other relevant laws and regulations, I earnestly performed the duties of an independent director, put forward constructive suggestions to the company within my professional scope, and safeguarded the interests of the company and shareholders.
