Chongqing Changan Automobile Company Limited(000625) 2021 annual general meeting information
June 15, 2002
Chongqing Changan Automobile Company Limited(000625)
On site meeting arrangement of 2021 annual general meeting of shareholders
1、 On site meeting time: from 2:30 pm on June 15, 2022
2、 Venue: room 2810, building T2, No. 61, dongshengmen Road, Jiangbei District, Chongqing
3、 Participants
Shareholders or agents of the company, directors, supervisors and senior managers of the company, witness lawyers employed by the company and other relevant personnel.
4、 Agenda of the meeting
(I) welcome speech by the moderator
(II) deliberating the proposals of the general meeting of shareholders
(III) shareholders' deliberation and inquiry
(IV) 2021 annual report of independent directors
(V) election of tellers and scrutineers
(VI) on site voting and voting
(VII) statistics of on-site votes
(VIII) read out the on-site voting results
(IX) ask the shareholders whether they have any objection to the voting results
(x) signature of resolutions of the general meeting of shareholders
Chongqing Changan Automobile Company Limited(000625) June 15, 2022
catalogue
Proposal I 2021 annual work report of the board of Directors 2 proposal II work report of the board of supervisors in 2021 twelve
Motion 3 full text and summary of 2021 annual report sixteen
Proposal IV financial final accounts for 2021 and financial budget for 2022 seventeen
Proposal V profit distribution plan for 2021 twenty-two
Proposal VI daily related party transactions in 2022 are expected to Proposal 7 on signing financial service agreement with Ordnance Equipment Group Finance Co., Ltd
The motion of the motion 31 proposal 8 on signing the financial service agreement with Chongqing Changan Automobile Company Limited(000625) Finance Co., Ltd
Case thirty-seven
Proposal 9 appointment of 2022 annual financial report auditor and internal control report Auditor forty-two
Proposal 10 proposal on Amending the articles of Association 43 proposal 11 proposal on adjusting and changing the purpose of some raised funds 49 proposal 12 proposal on the change of independent directors 56 attachment: Chongqing Changan Automobile Company Limited(000625) 2021 annual report summary fifty-eight
Proposal I work report of the board of directors in 2021
Dear shareholders
2021 is the opening year of Chongqing Changan Automobile Company Limited(000625) the 14th five year plan. In the face of the complex external environment, the Chongqing Changan Automobile Company Limited(000625) board of directors conscientiously performed the duties entrusted by the articles of association and earnestly implemented the resolutions of the general meeting of shareholders in strict accordance with the company law and the regulatory provisions of the CSRC and the Shenzhen Stock Exchange; We will take the initiative to carry out the business plan with Chinese characteristics and achieve success in the third year.
The report on the work of the board of directors in 2021 is as follows:
1、 Main work contents of the board of directors in 2021
(I) directors are diligent and dutiful, the board of directors makes scientific decisions, and corporate governance operates efficiently 1 Hold meetings in time and make scientific decisions
In 2021, all directors gave full play to their decision-making role around the annual business objectives, major investments, related party transactions, profit distribution and other matters, and achieved remarkable results. In the whole year, the board of directors convened 3 general meetings of shareholders according to law, deliberated and passed 21 proposals; 22 meetings of the board of directors were held, and 62 proposals were considered and adopted; 16 special committee meetings were held and 28 proposals were reviewed. Independent directors express independent opinions on major issues and related party transactions, and issue 6 advance approval letters and 12 independent opinions throughout the year; A total of 58 recommendations were put forward, of which 15 recommendations formed a PDCA cycle.
2. Complete the special action of corporate governance
According to the notice on special self inspection on corporate governance of listed companies (YJF [2020] No. 367) issued by Chongqing Securities Regulatory Bureau, the company conducted self inspection on 119 lists, mainly involving the basic information of the company, the operation and decision-making of the three committees, the code of conduct of directors, supervisors and controlling shareholders, related party transactions, internal control, information disclosure, social responsibility, environmental protection, etc. The overall compliance operation of the company does not affect the level of corporate governance, operation level and effectiveness of corporate governance.
(II) driven by reform and innovation, the momentum of transformation and development is getting better and better
1. Formulate strategic planning scientifically
Based on the objectives, market, customers and competition, the company organized and held 11 strategic seminars with 21 topics, optimized the Chongqing Changan Automobile Company Limited(000625) "14th five year plan" and vision 2030, and completed and released version 5.0 of the innovation and entrepreneurship plan iteratively. Successfully held the first science and technology ecology conference and issued the strategy of "new automobile and new ecology". Combined with the latest policies of "carbon peak" and "carbon neutralization", formulate the "14th five year plan" science and technology plan, and clearly put forward the "science and technology wheel + ecological wheel" two wheel driven science and technology strategy.
2. Consolidate and deepen strategic cooperation
Cross border cooperation in various fields was further strengthened, and Chang'an's "circle of friends" accelerated its expansion. Focus on the achievement of strategic objectives and carry out all-round cooperation with a series of emerging technology enterprises. Focus on the key areas of software and intelligence, sign strategic cooperation agreements with Borg Warner and digital Chongqing, and jointly build independent, controllable and industry-leading core technology capabilities for the future. Join hands with Huawei and Contemporary Amperex Technology Co.Limited(300750) , create and release a new high-end smart car brand avita. Hosted the T10 summit of Chinese automobile enterprises and issued the Chongqing declaration, which further improved the industry influence.
(III) adhere to the concept of risk management to ensure the legality and compliance of the company's operation
1. Conduct a comprehensive risk assessment
At the beginning of 2021, based on the situation outside China, the company carried out a comprehensive risk assessment to assess the annual major and important risks that may have an impact on the company's production and operation. There are three major risks: macro political and economic risk, industry competition risk, procurement and supply risk; There are five important risks, namely product and new technology R & D risk, customer demand and product positioning risk, new business and reform risk, product marketing risk and safety and environmental protection risk. For the above risks, the company sets risk monitoring indicators, formulates risk response plans, tracks and monitors the risk monitoring indicators on a monthly and quarterly basis, and dynamically adjusts the risk response plans to ensure the timeliness and effectiveness of risk response.
Through risk monitoring and special risk research, it has played a positive role in preventing and resolving major and important risks faced by the company's production and operation, and ensured the full completion of the company's main business indicators such as sales volume, income and profit in 2021.
2. Build the company's risk management system
In 2021, according to the requirements of the guidelines for comprehensive risk management of central enterprises (gzfgg [2006] No. 108), the company continued to explore and benchmark advanced enterprises, completed the construction of the overall framework of risk management and established three lines of defense for risk management; Prepare and issue 11 system documents, including Chongqing Changan Automobile Company Limited(000625) risk management measures, Chongqing Changan Automobile Company Limited(000625) risk management manual, Chongqing Changan Automobile Company Limited(000625) blacklist management measures and sudden major risk management procedures, systematically establish the company's risk management system, clarify the work flow of each link of risk management and improve the risk management mechanism.
3. Optimize internal control management
In 2021, Chongqing Changan Automobile Company Limited(000625) continued to deepen the construction of internal control system, built a "nine step" internal control risk list preparation system with the main structure of "task assignment - outline determination - list preparation - list review - list modification - list final review - director approval - list release", innovated tools and methods, issued internal control risk lists in 26 key business areas such as state-owned assets supervision and reform planning, optimized management system and strengthened risk control, Establish and improve the company's internal control management system by field, sector and stage.
(IV) strictly implement the new regulations of the securities law, disclose high-quality information and protect the rights and interests of all shareholders
In strict accordance with the opinions on further improving the quality of listed companies (GF [2020] No. 14), the new securities law and other relevant regulatory requirements, the company carried out information disclosure business, further enhanced the pertinence and effectiveness of information disclosure, and received good and above evaluations from Shenzhen stock exchange for ten consecutive years. Four regular reports and 103 temporary announcements were completed throughout the year, which effectively guaranteed the right to know of the company's shareholders, especially small and medium-sized shareholders, and promoted investors' recognition of the company's value. In addition, in terms of information disclosure management, the company has established an interconnection mechanism between information disclosure and brand publicity to ensure the accuracy and consistency of external voice information. The company strictly manages the inside information, strictly registers the insiders of the inside information, and reminds the directors and supervisors of the trading restrictions in the sensitive period.
(V) adhere to the dual drive of market value and profit, and strengthen capital market exchanges
Guide investors to interpret the company's performance positively and pay attention to the results of the company's transformation and upgrading. Three general meetings of shareholders were held throughout the year, six special exchanges on new energy, intelligence and new product release were organized, 17 strategic meetings of institutional investors were invited, 13 on-site receptions were received from more than 50 institutions, and 42 teleconferences were held. The response rate of the interactive platform of Shenzhen Stock Exchange remained above 98%. Through various forms of smooth and good communication with the capital market, investors' confidence and satisfaction with the company were improved. The company held the performance explanation meeting of 2020 annual report for the first time. According to the statistics of panorama.com, more than 25000 people participated. 105 questions were received within one hour. The company answered them one by one with a response rate of 100%, effectively guiding investors to correctly interpret the company's business performance and development plan.
In 2021, the company fully listened to the opinions and demands of shareholders, especially small and medium-sized shareholders. Combined with the company's capital planning, the company increased the proportion of cash dividends to 50% for the first time, and implemented the conversion to share capital, which improved the satisfaction of shareholders and won unanimous praise from the capital market. The company won the "outstanding company with annual investment value", "annual elite Board Secretary" of the first listed company investment value economic Lun award of China Fund News, the panorama investor relations Gold Award (2020) "institutional friendly communication Award" and other awards, which fully reflects the capital market's affirmation of Chongqing Changan Automobile Company Limited(000625) .
(VI) actively carry out capital operation and support the company's strategic transformation
1. Equity incentive
In February 2021, in order to stimulate the vitality of the organization, according to the review opinions of the state-owned assets supervision and administration department and in combination with the actual situation of the company, the company revised the A-share restricted stock incentive plan (Revised Draft), which was reviewed by the board of directors and approved by the general meeting of shareholders. At the same time, the awarding of A-share restricted stock incentive plan was completed, and the actual number of restricted shares granted was 93 million, accounting for about 1.22% of the total share capital, with 1592 incentive objects. The equity incentive plan will help the company improve the long-term incentive mechanism, fully mobilize the enthusiasm of incentive objects, combine the interests of shareholders, the company and individuals, and promote the long-term development of the company.
2. Issuance of corporate bonds
On August 30, 2021, Chongqing Changan Automobile Company Limited(000625) the 25th meeting of the eighth board of directors deliberated and adopted the plan on public issuance of corporate bonds, and approved by the second extraordinary general meeting of shareholders in 2021 on September 17, 2021. It is proposed to publicly issue corporate bonds with a total amount of no more than 5 billion yuan to professional investors. The plan was approved by the CSRC on December 14, 2021.
Issuing corporate bonds can enrich the company's financing channels, reduce the company's financing costs, make full use of the platform of listed companies, establish a multi-level financing system, further meet the company's capital needs, and better realize the company's innovation and entrepreneurship plan and the "14th five year plan" strategic plan. 3. Avita strategic round financing
On November 5, 2021, the 28th meeting of Chongqing Changan Automobile Company Limited(000625) the 8th board of directors deliberated and approved the proposal on capital increase and share expansion of holding subsidiaries by means of public listing, and agreed that avita technology, the holding subsidiary of the company, would raise a total of 2.42 billion yuan based on the asset appraisal report, including Chongqing Changan Automobile Company Limited(000625) investment of 500 million yuan, accounting for 39.02% of the equity after investment. And complete the signing of capital increase agreement, business concentration declaration and industrial and commercial change.
By introducing external resources to carry out equity diversification reform, this capital and share increase can enhance development vitality, improve operation efficiency, accelerate the integration of new energy vehicle industry chain resources, continuously expand the development space of the industry chain, and realize the smooth transformation of avita technology company. 4. Orderly promotion of fund projects
Build a fund system and implementation plan, and innovate the investment and financing mechanism. The establishment of Changxin Zhiqi fund has realized the fund management scale of 502 million yuan (the introduction of external funds of 250 million yuan); Complete the investment in vertical technology projects, realize the exploration of forward-looking layout in the field of intelligence, help the layout of automatic parking, algorithms, maps and other fields through fund investment, boost the company's strategic transformation and capacity construction, and contribute the profits of the industrial chain to feed back the main business.
(VII) insist on serving the society and go all out to fulfill social responsibilities
Chongqing Changan Automobile Company Limited(000625) the board of directors actively adheres to "culture driven, concept guidance and business support", runs economic, environmental, safety and social responsibilities through the whole business chain of R & D, production, supply and sales, and continuously strengthens the integration of social responsibility and business operation.
1. Rural Revitalization and poverty alleviation assistance
The overall allocation of assistance funds is 10.7 million yuan, including 4.5 million yuan in Luxi County, Yunnan Province, 6 million yuan in Yanshan County, Yunnan Province and 200000 yuan in Youyang County, Chongqing, for the construction of beautiful villages, the development and growth of rural characteristic industries, infrastructure improvement and other projects. Help Youyang tea oil expand marketing channels, achieve rapid sales growth, complete sales assistance of more than 27 million yuan, and help Youyang tea oil sell more than 71 million yuan in the whole year. In the first year, the sales scale reached the top ten in China, benefiting 44000 farmers, nearly 160000 people, and an increase of 4000 yuan per household.
2. Shoulder the responsibility of national automobile brand development
Always implement the "national automobile brand" and "national automobile brand" of Xi Jinping General Secretary
