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Crankshaft Tianrun Annual Report 2010

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    Tianrun Crankshaft Co., Ltd. 2010 Annual Report
    securities referred to: Days Run Crankshaft
    stock code: 002283 < / p>
    two O January 2011
    Important
    1, the Board of Supervisors and its directors, supervisors and senior management personnel to ensure that this report information does not
    any false, misleading statements or material omissions, and the authenticity of the content, accuracy and completeness
    jointly and severally accept responsibility.
    2, Tianjian CPA Limited Annual Report 2010, the Company issued a standard unqualified audit
    meter report.
    3, no directors, supervisors and senior management statement the contents of the annual report on the authenticity, accuracy and integrity
    of not guarantee or disagree.
    All the directors have considered this report at the board meeting.
    4, the company responsible Xingyun Bo, Liu person in charge of accounting and the accounting department (accounting officer)
    Jiang Wei statement: annual report to ensure that the true financial report and complete.
    directory
    Section I Company Information ............................ ...... 1
    II Summary of Financial and Business Data ........................... . 3
    III Share Capital and Shareholders ................................ 5 < / p>
    Directors, Supervisors and Senior Management and Employees ................ 8
    section V of the corporate governance structure. .................................... 11
    VI of Shareholders Introduction ................................. 17
    VII Report of the ... .................................... 18
    section VIII of the Supervisory Board report. ...................................... 40
    important IX Matters ......................................... 42
    Section X. Financial Report ......................................... 47
    Section XI reference file directory .................................. 106
    Section I Company Profile
    one, the company name:
    legal Chinese name: Tian Yun Crankshaft Co., Ltd.
    short Chinese name: Days Run crankshaft
    Official English name: Tianrun Crankshaft Co., Ltd
    short English name: TIANRUN INC
    Second, the company legal representative:
    Xingyun Bo
    III, Secretary of the Board, Securities Representative:
    securities transactions on behalf of Secretary of the Board
    name Xucheng Fei Zhou Hongtao
    < p> Contact Address Wendeng Days Run Road, No. 2-13 days Wendeng Run Road 2-13 No.
    phone 0631-89823130631-8982313
    Fax 0631 -89823330631-8982333
    E-mail htzhou@tianrun.comhtzhou @ tianrun.com
    IV Company Contact:
    Registered Address Wendeng Days Run Road 2-13 No.
    company office address Wendeng Days Run Road 2-13 No.
    office address of the postal code 264400
    Company Internet web site www.tianrun.com
    E-mail zhqb@tianrun.com
    1
    five, the company annual report information disclosure media and available at:
    newspaper company for Information Disclosure, Location Wendeng Days Run Road, No. 2-13 Office of Securities
    six stocks Overview:
    types of stock market stock exchange stock ticker abbreviation
    A shares of the Shenzhen Stock Exchange Tianrun Crankshaft 002283
    seven other relevant information:
    's initial registration date of December 19, 1995
    < p> registration of location the first time, Weihai, Shandong Administration for Industry
    Company Change of Registration Date September 24, 2009
    Recent Changes
    Company Location Change of Registration Administration of Industry in Shandong Province
    business license registration number 371081018027211
    tax Wei Lu tax registration number word 371081613780310
    Organization Code 61378031-0
    accounting firm engaged by the name of the company Tianjian Certified Public Accountants
    accounting firm engaged by the Company Address No. 128 Xixi Road, Hangzhou, Jinding Square West F 6-10 layer
    2
    II Summary Financial and Operating Data
    First, the main accounting data
    Unit: Yuan
    2010 年 2009 this year over last year (%) 2008
    total revenue (yuan) 1,393,393,875.97774,741,663.9779.85 % 819,887,771.66
    total profit (yuan) 274,157,483.65141,250,666.5594.09% 124,661,771.80
    attributable to shareholders of listed companies
    221,658,623.99113,007,509.4296.15% 101,289,969.12
    net profit (RMB)
    attributable to shareholders of listed companies
    of excluding non-recurring gains and losses 214,648,293.70120,396,254.9678.28% 100,915,317.05
    net profit (RMB)
    operating activities Cash
    387,620,412.3474,228,442.10422.20% 207,149,285.27
    Net (RMB)
    the end of the year over the previous year change
    2010 at the end of the end of 2009 the end of 2008
    (%)
    total assets (yuan) 2,369,355,088.771,961,667,551.2220 .78% 1,397,286,085.70
    attributable to shareholders of listed companies
    1,707,469,318.071,502,610,694.0813.63% 579,358,534.66
    the owner's equity (dollars)
    equity (shares) 240,000,000.00240,000,000.000.00% 180,000,000.00
    II The main financial indicators
    Unit:
    this year over last year
    2010 Year 2009 Year 2008
    (% )
    basic earnings per share (RMB / share) 0.920.5761.40% 0.56
    diluted earnings per share (RMB / share) 0.920.5761.40% 0.56
    profit after deducting non-recurring basic
    0.890.6048.33% 0.56
    earnings per share (RMB / share)
    weighted average return on net assets (% ) 13.81% 12.45% 1.36% 19.21%
    after deducting non-recurring gains and losses weighted
    13.37% 13.26% 0.11% 19.14%
    average net assets rate (%)
    per share cash flow from operating activities
    1.620.31422.58% 1.15
    net amount (RMB / share)
    the end of the year over the previous year
    2010 at the end of the end of 2009 the end of 2008
    change (%)
    attributable to shareholders of the Company per share
    7.116.2613.58% 3.22
    net assets (RMB / share)
    3
    three, non-recurring items
    unit:
    the amount of non-recurring items in note (if applicable)
    non-current asset disposal gains and losses -347,912.66
    included in the current loss of government subsidies, but closely related to normal operations, in line
    9,492,240.00
    national policy, according to certain standards or quantitative quotas continue to enjoy the exception of government grants
    other than the above operating income and expenses -857,959.12
    of income tax -1,259,834.32
    minority interests affect the amount of -16,203.61
    Total 7,010,330.29 -
    IV, the weighted average return on net assets of the calculation process
    Current item numbers Number of
    attributable to ordinary shareholders of the A221, 658,623.99
    Extraordinary B7, 010,330.29
    net non-operating gains and losses after the common shareholders attributable to net profit of C = A-B214, 648,293.70
    attributable to ordinary shareholders of the opening net assets of D1, 502,610,694.08
    issue of new shares or conversion of convertible debt, attributable to common shareholders of net assets of E
    net new assets of the reporting period until the end of the month the cumulative number of months F
    < p> repurchase or cash dividend reduction, attributable to common shareholders of net assets of G16, 800,000.00
    reduce the net assets of the reporting period until the end of the month the cumulative number of months H6
    caused by other transactions or events, and attributable to common shareholders of net assets increased by
    I
    minus variable
    in net assets Changes for the month until the reporting period the total number of months J
    month reporting period, the number of K12
    L = D + A / 2
    weighted average net assets + E × F / KG × 1,605,040,006.08
    H / K ± I × J / K
    weighted average return on net assets M = A/L13 .81%
    deducting non-recurring gains and losses weighted average return on net assets N = C/L13.37%
    4
    III Share Capital and Shareholders
    I. Changes in share capital
    (a) CHANGES IN SHARE
    Unit: Unit
    before this change this change The changes increase or decrease (+,-)
    Issue Fund
    number of other small percentage of total number of bonus shares ratio
    shares convertible
    I. Restricted shares 180,000,00075.00% -40,842,000 -40,842,000139,158,000 57.98%
    1, state ownership
    < p> 2, the state-owned legal person shares
    3, Other domestic shares 180,000,00075.00% -72,000,000-72,mac makeup,000,000108,000,000 45.00%
    < p> Of which: domestic non-state
    108,000,00045.00% 108,000,000 45.00%
    Institutional Ownership
    domestic natural person holding
    72,000,000 30.00% -72,000,000-72,000,00000
    shares
    4, foreign ownership
    Of which: foreign legal support
    shares
    foreign natural person who
    shares
    5, executives share 31,158,00031,158 , 000 31,158,000 12.98%
    Second, the infinite Shares 60,000,000 25.00% 40,842,00040,842,000 100,842,000 42.02%
    < p> 1, RMB ordinary shares 60,000,000 25.00% 40,842,00040,842,000 100,842,000 42.02%
    2, domestic listed foreign
    shares
    3, Overseas listed foreign
    shares
    4,vibram 5 fingers, the other
    Total shares 240,000,000 100.00% 00240,000,000 100.00%
    changes in restricted shares table
    Unit: Unit
    increase at the end of this year, released this year Restricted shares
    Name of Shareholder Number of shares early next year because limited lifting of restrictions on sale date sold
    Number of shares Number of shares
    crankshaft plant in Shandong have
    108,000,000108,000,000 commitment starting August 21, 2012
    Limited
    2011 年 5 月 18 日 unlock held
    < p> Liu Xin 41,544,000 41,544,000 31,158,00031,158,000 outgoing executives lock
    shares 50%
    Jucheng Li 11, 034,000 11,034,0000-2010 on August 23
    6,966,000 6,966,0000-2010 should be flat on August 23
    Section Kwai 5,400,000 5,400,0000-2010 on August 23
    Shigeru 5,400,000 5,400,0000-2010 on August 23
    Han Lihua 1,656,000 1,656,0000-2010 on August 23
    Total 180,000,000 72,000,000 31,158,000 139,158,000 - p>
    5
    (b) of the securities issuance and listing
    1, securities issuance and listing of the situation
    end of the reporting period,blackhawks jerseys, the company by the China Securities Regulatory License Commission Securities and Futures Commission No. 〔2009〕 697 approved and the Shenzhen Card
    on the Shenzhen Stock Exchange 〔2009〕 No. 69, agreed on August 12, 2009 public offering of RMB to the general public shares (A
    shares) 6,000 shares of stock (par value of 1 million), the issue price of 14 yuan, the company shares in August 21, 2009 in Shenzhen Card
    Certificates Exchange listed SME board, which in this online public offering price of 4,800 million shares issued on the same day traded.
    network inquiry under the inquiry objects to the placement of 1,200 shares locked for three months after the November 23, 2009 traded.
    2, the company no internal employee shares.
    Second, the Shareholders and the actual controller
    (a) Number of shareholders and shareholding
    Unit: Unit
    shareholders Total 14698
    Top 10 Shareholders
    article pledged or held by a limited sale of frozen
    name of shareholder shareholders shareholding shares held < / p>
    pieces of shares Number of shares
    Factory Co., Ltd. Shandong Crankshaft within the general legal 45% 108,000,000108,000,0000
    Liu Xin domestic natural 12.98 % 31,158,00031,158,0000
    Jucheng Li domestic natural 2.95% 7,081,16100
    Bank - China Everbright Pramerica in the fund, financial products, such as the
    00
    Small Cap Equity Securities Investment Fund he 1.33% 3,186,399
    leafy domestic natural 1.21% 2,900,00000
    < p> Yang suiping domestic natural 1.12% 2,693,12700
    Yang Pengcheng domestic natural 1.02% 2,440,00000
    Bank - Hua An Innovation Fund securities, financial products, such as its
    00
    investment fund his 1.00% 2,400,000
    natural person shall be flat within 0.88% 2,118,20000
    Section Kwai domestic natural 0.78% 1,860,00001,000,000
    Top 10 Shareholders moratorium
    Name of shareholder Shares shares moratorium Type
    Jucheng Li 7,081,161 RMB ordinary shares
    Bank - China Everbright Pramerica in the small-cap Equity Securities Investment Fund 3,186,399 RMB ordinary shares
    Shigeru RMB 2,900,000 ordinary shares
    Yang suiping 2,693,127 RMB ordinary shares
    Yang Pengcheng RMB 2,440,000 ordinary shares
    < p> Bank - Innovation Hua Securities Investment Fund 2,400,000 RMB ordinary shares
    RMB 2,118,200 ordinary shares to be flat
    Section Kwai RMB 1,860,000 ordinary shares
    China Life Insurance (Group) Company - Traditional - General Insurance Products 1,593,679 RMB ordinary shares
    space Securities Co., Ltd. 1,483,376 ordinary shares of RMB
    (1) the controlling shareholder of Shandong Crankshaft Factory Co., Ltd. and other shareholders there is no relationship between the no
    the shareholders or affiliated parties acting in the same line.
    moving the note (2) 10 former shareholders moratorium unknown whether there is relationship between each other or are acting in concert.
    6
    (b) the controlling shareholder and actual controller of the Company
    1, corporate controlling shareholders
    Company Name: Shandong Crankshaft Factory Co., Ltd.
    Legal representative: Xingyun Bo
    up capital: 1,529.80 yuan
    Founded: Founded in the 20th century, the predecessor of 50 years < / p>
    Business: manufacture internal combustion engine accessories, knitwear, department stores, groceries, hardware, electrical, auto parts, tractor parts,
    engine marketing.
    present, Shandong Crankshaft Factory Co., Ltd. held by the main assets of 45% of the shares of the Company, the day Run Real Estate Co., Ltd. 100%
    equity and some non-production operations of the land and property, Shandong Crankshaft Factory Co., Ltd. is not engaged in the production and operation of its business.
    2, the company actual controller
    Name: Xingyun Bo
    Nationality:
    Whether a right of abode in other countries or regions: No
    last 5 years of occupation and duties: Since its inception, served as chairman and general manager of the company, chairman of the board, the incumbent directors of the Company
    something long, while the crankshaft of Shandong Factory Company Limited.
    3, the controlling shareholder and actual controller to change the situation
    reporting period, the controlling shareholder and actual controller is not changed.
    4, between the company and the actual control of the relationship between property rights and control block diagram
    5, the other holding more than 10% (10%) of the body of shareholders
    at the end of this report no other company holding more than 10% (10%) of the corporate shareholders.
    7
    Directors, Supervisors and Senior Management and Employees
    one, directors, supervisors and senior management situation
    (a) Basic information
    ownership of the end of the beginning of change in shareholding
    name of the tenure period start date end date
    number of other age number of reasons
    Xingyun Bo, chairman of male 632,010 on November 18 November 17, 2013
    Sun Haitao vice chairman, general manager of men and 542,010 in November 18 November 2013 17
    Huan Male 58 heart Ze Director November 18, 2010 November 17, 2013
    director for water at the male 57 November 18 2010 November 2013 17
    director, executive vice president,
    Xu Chengfei male 412,010 on November 18 November 17, 2013
    Secretary of the Board
    < p> Director, Vice President,
    Liu F 432010 on November 18 November 17, 2013
    Chief Financial Officer
    WEI force of 582,010 men of independent directors November 18 November 17, 2013
    Liu Hongxia 482,010 women of independent directors on November 18 November 17, 2013
    Jiang Aili 472,010 women of independent directors on November 18 November 17, 2013
    men in the tree next chairman on 18 November 472010 November 17, 2013
    Li Zhao male supervisors on November 18 562 010 2013 11 17
    male employee representative supervisor Wang Jun, on 18 November 392010 November 17, 2013
    deputy general manager of men in Tyumen on November 18 492 010 2013 11 17
    Liu Hongfu Vice Male 462,010 years November 18 November 17, 2013
    Zhou Xianzhong Deputy General Manager in M ​​412 010 18 November 17 November 2013 Japan
    Yang Zhang Deputy General Manager of M on 18 November 292010 November 17, 2013
    Total --------
    ( b) the current directors, supervisors and senior management major last 5 years work experience
    Mr. Xing Yunbo, the last 5 years, Chairman of the Company, also serves as chairman of Shandong Crankshaft Factory Limited.
    Mr. Sun Haitao, Li Ren Tianrun Crankshaft Co., Ltd. General Manager, Director, is currently the vice chairman, general manager at the same time
    serve as Director of Shandong Crankshaft Factory, Man Teng Hengrun Forging Company Limited.
    Huan heart Chak, served as a director, deputy general manager, the incumbent directors of the Company, also serves as the crankshaft Factory Co., Ltd. Shandong, total
    managers, directors, Wendeng Tianrun Real Estate Co Ltd.
    Mr. Yu Zuoshui, served as a director, deputy general manager; the current directors of the Company, also serves as director of Shandong Crankshaft Factory Co., Ltd.
    things.
    Mr. Xu Chengfei, Li Ren Tianrun Deputy General Manager of the crankshaft; current director, executive vice president, board secretary.
    Miss Liu Li, deputy general manager of the Company served as Chief Financial Officer; currently the Director,mac brushes, Vice President, Chief Financial Officer.
    8
    Mr. Wei Anli, the last 5 years he was appointed Deputy Secretary-General Internal Combustion Engine Industry Association, is Renkang Yue Technology Co., Ltd. and the Company
    independent directors.
    Miss Liu Hongxia, the last 5 years, the Central University of Finance and Accounting Institute PhD supervisor, senior accountant and evaluation experts in Beijing, the North
    Beijing Accounting Society, China Merchants Bank (600036), in Fu Industries (600595), a large steel square (600 507), Lu Feng shares (002379)
    and the independent directors.
    Miss Jiang Aili, the recent 5-year Law School professor of Shandong University at Weihai, Master Instructor, Adjunct Shandong International Economic Law
    cum-legal problems of Taiwan Research Association, Weihai arbitration Commission arbitrators, the independent directors.
    Mr. Yu Shuming, served as the assistant general manager and chief economist; the current Chairman of the Board of Supervisors, also serves Shandong Crankshaft
    Plant, Deputy General Manager, Days Run real estate vice president.
    Mr. Li Chunzhao, served the company in heavy truck production department; the current supervisor of the Company.
    Mr. Wang Jun, deputy director of the Company served as engineers, senior maintenance division; incumbent Supervisor representing the employees of the Company.
    Mr. Yu Qiuming, the last 5 years, Deputy General Manager of the Company.
    Mr. Liu Hongfu, the last 5 years, Deputy General Manager of the Company.
    Mr. Zhou Xianzhong, the last 5 years, Deputy General Manager of the Company.
    Mr. Zhang Yang, AT & T, served as U.S. director of marketing for the Canadian subsidiary, AT & T Canada, the U.S. branch Purchasing Director, 2007
    worry Rentian Run since Deputy General Manager of the crankshaft.
    (c) The directors, supervisors and senior managers in the representation of shareholders
    names of shareholders to serve during the post office
    Xingyun Bo Shandong Crankshaft total Factory Co., Ltd., Chairman 1996 - present
    Sun Haitao, Director of Shandong Factory Crankshaft 1996 - present
    Huan Crankshaft Factory Co., Ltd. Shandong heart Ze Director and General Manager in 1996 - present
    for water in Shandong Crankshaft Plant Limited 1996 - present
    tree out in the Deputy General Manager of Shandong Crankshaft Plant in December 2007 - present
    (d) Directors, supervisors and senior management personnel remuneration year
    reporting period, the total compensation received from the Company whether shareholders or other related
    Name Title
    (million) (before tax) unit to receive pay
    Xingyun Bo, chairman of 30.00 No
    Sun Haitao vice chairman and general manager of 25.00 No
    director of the heart Ze Xun 18.00 whether
    director for water at 18.00 No
    Xu Chengfei director, executive vice president, secretary of the Board 18.00 No
    Liu Director, Vice President, Chief Financial Officer 24.00 No
    WEI 5.00 force of independent directors has
    Liu Hongxia 5.00 independent directors whether the
    Jiang Aili 5.00 of independent directors has
    0.00 in the tree next chairman is
    7.00 Li Zhao Supervisors has
    Wang Jun, whether the employee representative supervisor 5.00
    vice president at TNK 18.00 No < / p>
    deputy general manager Liu Hongfu 18.00 No
    9
    reporting period, the total compensation received from the Company whether shareholders or other related
    Name Title
    (million) (before tax) unit to receive pay
    Zhou Xianzhong whether Vice President 18.00
    Yang Zhang Deputy General Manager of 24.00 No
    Total-238.00-
    1, directors, supervisors and senior management compensation decision-making process: by the Board of Directors, shareholders meeting decision.
    2, the reporting period the company directors, supervisors and senior management compensation based on determining the basis: According to the company's overall development strategy and on
    degree of business objectives, and other positions in the company by combining the actual situation of the company wage system, assessment methods to be remunerated.
    3, Independent Directors of 5 million / year, one-time cash payment each year, travel expenses occurred in the performance of its duties, office
    other expenses borne by the company.
    (e) The directors, supervisors and senior management changes
    2010 年 11 18, 2010 the company held the first and second extraordinary general meeting of the Board meeting considered and
    over the company's current directors, supervisors and senior management.
    main changes: Liu was elected for the second session of the Board of Directors, Liu Xin, ceased to be directors, other directors, supervisors, executives
    are in office.
    Second, employees conditions
    As of December 31, 2010, Company employees 2234 people.
    (a) staffing structure is as follows:
    professional structure of the situation
    professional categories the ratio of the number of total employees
    production personnel 172,277.08%
    sales 512.28%
    R & D personnel 25811.55%
    financial officers 371.66%
    administrators 1667.43%
    < p> Total 2234100%
    education structure of the situation
    level categories the proportion of the total staff number
    graduate and above 120.54%
    University (the specialist) 74333.26%
    other 147966.20%
    Total 2234100%
    (b) of the companies do not bear the costs of retirees.
    10
    section V of the governance structure
    First, corporate governance
    the reporting period, the company strictly in accordance with continue to improve
    corporate governance structure, establish and improve internal management and control system, active management of investor relations, to further improve the
    level of corporate governance, and promote the company standard operation. As of the reporting period, the actual state of corporate governance consistent with the aforementioned laws, regulations and Shenzhen
    Stock Exchange, the China Securities Regulatory Commission announced the listed company governance requirements of normative documents, there is no unresolved governance issues < / p>
    title, as follows:
    (a) of the shareholders and the shareholders meeting
    company strictly follow the general meeting of the Rules of Procedure . During the reporting period to convene general meetings held by the Board to attend the general meeting of staff qualifications and the convening of general meetings and voting
    legal procedures.
    (b) of the Company and the controlling shareholder
    company has independent and complete business and operational autonomy, in the business, personnel, assets, organization, independent from the controlling shares of financial
    East, the company board of directors, supervisors and internal agencies to operate independently. Controlling shareholder of the company to strictly regulate their own behavior, does not go beyond the public
    shareholders of the Company, directly or indirectly intervene in the General Assembly's decision-making and business activities, which do not use their privileged position to gain additional benefits.
    (c) Directors and the Board
    strict accordance with / p>
    fair, impartial and independent. Board of directors of the company set 9, of which 3 independent directors, accounting for one third of all directors, board of directors who
    number and composition of compliance with the relevant laws, regulations, and the ability to make scientific decisions to ensure that the Board . All board members were able to
    based participate in the relevant knowledge, training, familiar with and master the relevant laws and regulations and fulfill the directors honest, diligent
    Mian conscientious obligation.
    (d) Supervisors and the Supervisory Board
    Supervisors Board of Supervisors set 3, of which 2 shareholder representative supervisors, employee representative supervisor 1, the number and composition of supervisors found
    laws and regulations. Board of Supervisors in strict accordance with duties of the company's major issues, related party transactions, financial status
    conditions, directors, managers and other senior management personnel for effective performance of duties such as monitoring and independent opinion.
    (e) information disclosure and transparency
    strict accordance with relevant laws and regulations and the >
    real, accurate, timely, fair and complete disclosure of the information; and designated Secretary to the Board responsible for information disclosure, coordination of public
    Division and investor relations, shareholders received visits, investment by consultation; and specify the able to equal opportunities
    access to information.
    (VI) on the stakeholders
    companies fully respect and safeguard the legitimate interests of stakeholders, honest treatment of suppliers and customers, carefully cultivate every employee,
    strengthen communication and exchanges of all parties, to create maximum profits in the enterprise while achieving social, shareholders, employees and other parties of interest
    balances, to jointly promote the company's continued, steady development.
    (g) on ​​the company and investors
    company based on the
    reasonable person in charge of organizing the implementation of the daily management of investor relations. During the reporting period, the company will adopt the annual report shows, telephone call,
    be investors on-site investigation, etc., to enhance communication with investors.
    (h) internal audit system
    company has established an internal audit system, set the internal audit department, the Board appointed the head of internal audit, the company's Japanese
    < p> often run, the internal control system and the company effective control of important matters.
    Second, the company chairman, independent directors and other directors of the performance of duties
    reporting period, all directors are able to strictly follow the conscientiously perform their duties diligently to improve the play to their expertise, skills and experience, and effectively protect the company and the shareholders special
    especially the interests of public shareholders.
    (a) the chairman of the performance of duties
    chairman strict accordance with the laws and regulations and the
    efforts to enhance the board construction, the strict implementation of the board of directors of collective decision-making mechanism; drive the company to develop and perfect the system, and actively promote public
    corporate governance work; to ensure the normal operation of the Board shall, in person present and shall convene, hold and preside over the meeting, according to host
    12
    shareholder meeting to urge the parties to seriously implement the shareholders meeting and the resolutions made by the Board; ensure that independent directors and Board Secretary
    right to know promptly inform the Board of Directors to run all the directors. Lead to seriously study the relevant laws and regulations, while urging other
    director, officer actively participated in training organized by regulators to seriously study the relevant laws and regulations, improve the performance of their duties according to law awareness.
    (b) the performance of duties of independent directors
    independent directors on the company and all shareholders in a good faith and diligent manner, in strict accordance with relevant laws and regulations and the / p>
    operations and the construction of internal control and board implementation of the resolution intelligence
    conditions for the operation and development of the rationalization of the company's comments and suggestions. Careful consideration of the motion, and based on their professional knowledge
    knowledge and ability to express an independent, objective, impartial advice, and effectively protect the company and the legitimate interests of minority shareholders, but also on the board of directors decided < / p>
    policy of scientific and objective, and the company's sustained, healthy and stable development has played a positive role. Professional knowledge of business-related
    staff training, and have achieved very good results.
    reporting period, the independent directors did not board this year, the motion and the motion of other matters of non-objection to the Board.
    (c) the performance of duties by directors of the Company
    reporting period, all directors are able to strictly follow the / p>
    do the Rules of Procedure
    reporting period, the Board held 9 meetings, the Directors attended the Board meeting as follows:
    the communications side
    commission shall be present on-site at Attendance is not pro twice
    Type Name of Director to participate in specific functions will
    the number of seats times the number of times since the meeting
    meeting times
    Xingyun Bo, chairman of 98100 No
    Sun Haitao whether Vice 98100
    Huan heart Ze Directors 98100 No
    on whether to make the water directors of 98100
    Xu Chengfei whether directors 98100
    Liu Xin whether the outgoing director of 74300
    22000 Director Liu has
    Liu Hongxia whether independent directors 95400
    WEI force whether independent directors 95400
    Jiang Aili whether independent directors 98100
    Note:
    1, Liu by the Eighteenth Meeting of the first session of the Board and 2010 First Extraordinary Annual General Meeting elected the company's first
    second board of directors.
    2, Xin Liu, former director of office expires on November 18, 2010 departure.
    Third, the company and the controlling shareholder in the business, personnel, assets, organization and financial aspects of the situation
    13
    Since its inception, in strict accordance with Law and complete asset and
    market-oriented business and the ability to operate independently.
    (a) operational independence
    The company specializes in the core components of automobile engine crankshaft production and sales, the company established a comprehensive research and development, procurement, production
    production and sales system, the company technology, product planning and raw materials, and equipment purchases by the company to choose according to the needs and standards,
    decision, and self-development of relevant marketing strategies, self-established marketing channels, between controlling shareholders and no competition with the controlling shareholder does not exist
    the company directly or indirectly interfere with the operation of the case.
    (b) Personnel independent
    1, the directors, supervisors and other senior management personnel are following the legal procedures for the election or appointment, there is no interference of the shareholders
    <