Annual report of Qingdao Tgood Electric Co.Ltd(300001) independent directors in 2021
(Huang Yuehua)
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 a member of the audit committee, strategy committee and Nomination Committee of the board of directors, 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 23rd Meeting of the 4th board of directors approved the authorization of the company to issue shares to specific objects and issued independent opinions
Express independent opinions on the occupation of the company’s assets by controlling shareholders and other related parties and agree to the fourth session of the board of directors
The 24th Meeting on April 22, 2021 issued independent opinions on the company’s external guarantee and agreed to issue a consent form for the 2020 internal control self-evaluation report
Express 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
Express independent opinions on the company’s reappointment 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 cash management by using some temporarily idle raised funds and self owned funds agreed at the 25th meeting
On June 30, 2021, the Fourth Board of directors gave its consent to the capital increase of the wholly-owned company with the raised funds, and the independent opinions of the 27th meeting
Express independent opinions on the use of raised funds to replace the self raised funds invested in advance and agree to the fourth session of the board of directors
The 29th meeting on September 30, 2021 approved the method of opening a margin account for raised funds
Issue a bank acceptance bill to pay for the raised investment project, and agree to express independent opinions
On October 28, 2021, the 4th board of directors expressed independent opinions on the revision and adjustment of the performance of the special call equity incentive plan and the assessment conditions of the 31st meeting
Independently agree on the sale of assets and related party transactions. Opinions of 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
The 4th board of directors expressed independent opinions on the general election of the board of directors of the company and agreed to express independent opinions on the application for comprehensive credit and the provision of guarantee by the company and its subsidiaries at the 33rd meeting on December 30, 2021
3、 Performance of special committees
As a member of the strategy committee of the board of directors, in accordance with the working rules of independent directors and the working rules of the strategy committee of the board of directors and other relevant requirements, I have an in-depth understanding of the company’s operating conditions, communicate with the company’s management on major investment decisions, and put forward practical suggestions on the company’s daily operation and strategic development.
As a member of the audit committee of the board of directors, he actively participated in the daily work 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, carefully reviewed relevant materials and carefully reviewed the audit opinions issued by the audit institution during the preparation and disclosure of the company’s periodic reports, Ensure the compliance of matters related to regular reports.
As a member of the nomination committee of the board of directors, he actively participated in the daily work of the nomination committee, paid attention to the selection criteria and procedures of the company’s directors and senior managers, and earnestly performed the duties of the members of the nomination committee in accordance with the working rules for independent directors and the working rules for the nomination committee of the board of directors and other relevant requirements.
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 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 the report on my performance of duties during my tenure in 2021. I believe that the company has given positive support to the work of independent directors during my tenure, 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:
Huang Yuehua March 7, 2022
