Annual report of Qingdao Tgood Electric Co.Ltd(300001) independent directors in 2021
(Wang Zhuquan)
March 2022
Shareholders and shareholder representatives:
As an independent director of Qingdao Tgood Electric Co.Ltd(300001) (hereinafter referred to as “the company”), I am the chairman of the audit committee of the board of directors and the member of the remuneration and assessment committee, In accordance with the provisions and requirements of the company law, the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, the articles of association, the working system of independent directors and other relevant laws and regulations, he was honest, diligent, responsible and independent in his work in 2021 Faithfully perform the duties of independent directors, give full play to the role of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at company meetings in 2021
In 2021, the Fourth Board of directors of the company held 13 meetings. I attended 13 meetings of the board of directors and 3 general meetings of shareholders held by the company. In 2021, based on the principles of diligence, pragmatism, honesty and responsibility, I attended the meeting held by the board of directors on time, carefully considered all proposals submitted to the board of directors, actively participated in the discussion of various proposals, and exercised my voting rights with a cautious attitude. I believed that these proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders, so I voted in favour of all proposals, No objection or waiver.
2、 Daily work
During the reporting period, I exercised the rights conferred by the majority of shareholders carefully, seriously and diligently. Safeguard the overall interests of the company, earnestly implement the independent director system formulated by the company, and perform their duties independently, free from the influence of major shareholders, actual controllers or other units or individuals with interests in the company, and protect the legitimate rights and interests of minority shareholders from damage.
In accordance with the articles of association, working rules for independent directors and relevant provisions of other laws and regulations, during the reporting period, I gave written independent opinions on the following matters of the company:
Date of the meeting type of independent opinions on matters at the session of the meeting
On January 8, 2021, the 4th board of directors expressed independent opinions on the 21st Meeting of the special call for capital increase of Tiefa investment and related party transactions
On March 7, 2021, the 4th board of directors gave independent opinions on the approval of the 23rd Meeting on the issuance of shares by the company to specific objects
Express independent opinions on the occupation of funds by controlling shareholders and other related parties approved by the company in the fourth session of the board of directors
The 24th Meeting on April 22, 2021 gave independent opinions on the external guarantee of the company and agreed to give independent opinions on the self-evaluation report of internal control in 2020
Independent opinions on the deposit and use of raised funds in 2020
Express independent opinions on the salary consent of directors, supervisors and senior managers of the company
Express independent opinions on the company’s profit distribution plan in 2020
Give consent and independent opinions on the company’s renewal of the employment of the audit institution in 2021
Express independent opinions on the provision for asset impairment and agree to the change of the company’s accounting policies
On April 26, 2021, the 4th board of directors issued independent opinions on the use of some temporarily idle raised funds and the cash management of funds from the 25th meeting
On June 30, 2021, the 27th meeting of the Fourth Board of directors agreed to use the raised funds to increase the capital of the wholly-owned company and issued independent opinions
Express independent opinions on the use of raised funds to replace the self raised funds of the investment projects invested in advance and agree to the fourth session of the board of directors
The 29th meeting on September 30, 2021 approved the opening of the margin account for raised funds
Issue a bank acceptance bill to pay the agreed amount of the raised investment project, and express independent opinions
On October 28, 2021, the 4th board of directors expressed independent opinions on revising and adjusting the performance evaluation conditions of the 31st meeting of the special call equity incentive plan industry
Express independent consent to the sale of assets and related party transactions, and give opinions on the fourth session of the board of directors on November 9, 2021
The 17th meeting expressed independent opinions on the company’s application for comprehensive credit guarantee for subsidiaries
On December 17, 2021, the Fourth Board of directors gave independent opinions on the correction of accounting errors in the previous period and agreed to the 32nd meeting
Express independent opinions on the general election of the company’s board of directors and agree to see the Fourth Board of directors on December 30, 2021
The 33rd meeting expressed independent opinions on the company and its subsidiaries’ application for comprehensive credit and consent to provide guarantee
3、 Performance of special committees
As the chairman of the audit committee of the Fourth Board of directors, he personally convened the meeting of the audit committee in accordance with the working rules for independent directors, the working rules for the audit committee of the board of directors and other relevant requirements.
For the audit work in 2021, on behalf of the audit committee, we communicated and negotiated with the company’s management, financial center and Hexin certified public accountants in advance, during and after the audit, so as to give full play to the professional function and supervision role of the audit committee.
As a member of the remuneration and assessment committee of the board of directors, in accordance with the working rules for independent directors and the working rules for the remuneration and assessment committee of the board of directors and other relevant requirements, I evaluated and assessed the work performance of directors and senior managers, reviewed the remuneration of directors and senior managers, and earnestly fulfilled the responsibilities and obligations of the remuneration and assessment committee.
4、 Work done in protecting the rights and interests of investors
As an independent director of the board of directors of the company, I strictly perform the duties of independent directors, actively pay attention to the operation of the company, take the initiative to obtain various materials required for making decisions, and effectively perform the duties of independent directors; Focus on the inspection of the company’s operation and human resource management, and learn the progress of major events of the company in time. Keep close contact with other directors, senior managers and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
Continue to pay attention to the company’s information disclosure, urge the company to improve the quality of information disclosure and complete the information disclosure work at a high level in strict accordance with laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and the relevant provisions of the company’s information disclosure management system, And urge the company to strengthen the readability and ease of use of various information disclosure reports, so that shareholders can understand the actual situation of the company. 5、 Training and learning
Since I became an independent director of the company, I have always focused on learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders, more comprehensively understanding the management systems of listed companies, and constantly improving my ability to perform my duties, Form the ideology of consciously protecting the shareholders’ rights and interests of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation.
6、 Other working conditions
1. During the reporting period, there was no proposal to hold a meeting of the board of directors;
2. During the reporting period, there was no proposal to hire or dismiss an accounting firm;
3. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
The above is my report on my performance of duties in 2021. I believe that the company has given positive support to the work of independent directors in 2021, and there is no situation that hinders the independence of independent directors. I would like to thank the board of directors and relevant personnel of the company for their active and effective cooperation and support in my work. I will continue to be diligent and responsible in accordance with the provisions and requirements of relevant laws and regulations on independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders. Hereby report, thank you!
Qingdao Tgood Electric Co.Ltd(300001) independent directors:
Zhu Quan Wang
March 7, 2022
