Jiangsu Yunyi Electric Co.Ltd(300304)
Report on the work of independent directors in 2021
(Zhao Chunxiang)
As an independent director of the Fourth Board of directors of Jiangsu Yunyi Electric Co.Ltd(300304) (hereinafter referred to as “the company”), during my term of office, in strict accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, normative documents, the articles of association, the working system of independent directors and other relevant provisions, and in accordance with the principles of independence, objectivity and impartiality, Diligently and faithfully perform the duties of independent directors, exercise the powers of independent directors in accordance with the law and regulations, carefully consider various proposals of the board of directors, give full play to the role of independent directors, and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders. The basic information of my performance of the duties of independent directors in 2021 is reported as follows:
1、 Attendance at board meetings and shareholders’ meetings
In 2021, the company held 7 meetings of the board of directors and 2 general meetings of shareholders. I attended 7 meetings of the board of directors and 2 general meetings of shareholders on time and on site. There was no case of not attending the meeting in person for two consecutive times. I carefully considered the proposals submitted to the board of directors and the general meeting of shareholders, maintained full communication with the company’s management, put forward reasonable suggestions on major matters of the company, and exercised the voting right with a cautious attitude. I believe that the convening and convening procedures of the company’s board of directors are legal and compliant, and the relevant examination and approval procedures have been performed for major matters, which are legal and effective. Therefore, I voted in favour of all proposals considered by the Fourth Board of directors of the company in 2021, and there were no objections, objections or waivers.
2、 Independent opinions
In 2021, in accordance with the articles of association, the working system of independent directors and other relevant laws and regulations, and on the basis of a detailed understanding of the company’s operation and management, I made a careful analysis and prudent judgment on relevant major matters requiring independent opinions, and expressed independent opinions on the following matters:
1. On January 15, 2021, at the 10th meeting of the Fourth Board of directors, the company expressed clear independent opinions on the scientificity and rationality of the second phase (20212023) restricted stock incentive plan (Draft) and its summary and the indicators set in the incentive plan.
2. On February 8, 2021, at the 11th meeting of the 4th board of directors, the company expressed clear independent opinions on matters related to the first granting of restricted shares to incentive objects.
3. On April 1, 2021, at the 12th meeting of the 4th board of directors, the company’s controlling shareholders and other related parties occupied the company’s funds, the company’s external guarantees, related party transactions, the self-evaluation report on internal control in 2020, the special report on the storage and use of raised funds in 2020, the company’s profit distribution plan in 2020 Continued employment of financial audit institutions, the company and its subsidiaries’ use of idle self owned funds for entrusted financial management, the company’s guarantee for the holding subsidiary’s application for credit line from the bank, and the company’s shareholder return planning for the next three years (20212023).
4. On April 27, 2021, at the 13th meeting of the 4th board of directors, the company expressed clear independent opinions on the change of the chairman and legal representative of the company and the change of accounting policies.
5. On August 19, 2021, at the 14th meeting of the Fourth Board of directors, the capital occupation of the company’s controlling shareholders and other related parties, the company’s external guarantees, related party transactions, the adjustment of the grant price of the company’s phase II (20212023) restricted stock incentive plan Express clear and independent opinions on the granting of reserved restricted shares to incentive objects.
6. On December 21, 2021, at the 16th meeting of the Fourth Board of directors, the company expressed clear independent opinions on the reduction of the subscribed capital contribution of the industrial investment fund.
The specific contents of the prior audit opinions and independent opinions on the above matters are detailed in the relevant announcements issued by the company on cninfo, the gem information disclosure website designated by the CSRC.
3、 On site investigation of the company
In 2021, I visited the company for many times, listened to the reports of the company’s management on the company’s operating conditions, regularly understood the company’s production and operating conditions and financial conditions, and maintained close contact with other directors, senior managers and relevant staff of the company by telephone and e-mail, Always pay attention to the impact of external environment and market changes on the company, timely learn the progress of major matters of the company, master the operation and operation dynamics of the company, actively and effectively perform the duties of independent directors, promote the scientificity and objectivity of the decision-making of the board of directors, and effectively protect the legitimate rights and interests of the company and shareholders.
4、 Work of special committees of the board of directors
The board of directors of the company has established four special committees: Strategy Committee, nomination committee, remuneration and assessment committee and audit committee. As the chairman of the remuneration and assessment committee, member of the audit committee and Nomination Committee of the board of directors, I actively participated in the meetings of various special committees and performed relevant responsibilities during my tenure in 2021.
As the chairman of the remuneration and appraisal committee of the board of directors of the company, I presided over four meetings of the remuneration and Appraisal Committee during the reporting period in strict accordance with the relevant provisions of the working rules of the remuneration and appraisal committee, supervised and guided the formulation of the company’s remuneration policies and plans and the implementation of the remuneration system, and supervised the directors, employees and employees in accordance with the performance evaluation standards Evaluate and review the work of supervisors and senior managers; Participate in the drafting of the company’s second phase (20212023) restricted stock incentive plan (Draft) and its abstract and other relevant documents, carefully review the granting conditions for the first grant and reservation of some restricted stock incentive objects, and earnestly fulfill the responsibilities and obligations of the chairman of the remuneration and assessment committee.
As a member of the audit committee of the company, I actively participated in the meetings held by the Audit Committee during the reporting period, inspected the internal audit of the company, supervised the external audit work, supervised and evaluated the implementation of important internal control and risk management measures of the company, and earnestly performed the duties of the members of the audit committee. As a member of the nomination committee of the company, I fully examined the qualification of the candidate for chairman of the company, carefully considered the matters related to the change of the chairman of the company and the legal person on the basis of understanding the qualification, performance ability and moral quality of the candidate, and performed the duties of the member of the nomination committee diligently, fairly and objectively.
5、 Training and learning
During my tenure in 2021, I always focused on learning the latest laws, regulations and various rules and regulations, deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of minority shareholders, actively participated in relevant training activities organized by the company, and fully understood various systems of the company’s management, Continuously improve their ability to perform their duties and protect the legitimate rights and interests of investors objectively and fairly. 6、 Other working conditions
1. No independent directors proposed to convene the board of directors;
2. No independent director proposes to hire or dismiss an accounting firm;
3. There are no external audit institutions and consulting institutions employed by independent directors.
In 2021, I earnestly performed the duties of independent directors, scrupulously and diligently, which has played a good role in promoting the stable, standardized and healthy development of the company. In 2022, I will continue to adhere to a rigorous and serious working attitude, perform the duties of independent directors diligently, carefully and conscientiously in strict accordance with the requirements of relevant laws, regulations and normative documents, adhere to the principle of independent and objective judgment, participate in the decision-making of the board of directors, and use my professional knowledge and practical experience to provide more suggestions for the sustainable and stable development of the company, Give better play to the functions of independent directors and effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
It is hereby reported.
Independent director: Zhao Chunxiang March 9, 2002
