Jiangsu Yunyi Electric Co.Ltd(300304)
Report on the work of independent directors in 2021
(Xing min)
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 2021, I strictly abide by the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules and other relevant laws and regulations, normative documents, the articles of association, the working system of independent directors and other relevant provisions, Perform duties diligently and earnestly, and strive to 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 independent directors in 2021 as follows: I. participation in the meeting
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 on time and 2 general meetings of shareholders as nonvoting delegates. There was no case of not attending the meeting in person for two consecutive times. I have carefully read and studied the relevant proposals considered by the board of directors, maintained full communication with the company’s management, made full use of my professional knowledge, exercised the voting right with a cautious attitude, and made a clear and independent judgment on all matters. I believe that the convening and convening procedures of the board of directors and the general meeting of shareholders of the company 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 in 2021, and there were no objections, objections or waivers.
2、 Opinions of independent directors
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
During my tenure in 2021, I actively investigated the company’s production and operation, listened to the reports of relevant personnel in detail, understood the company’s production and operation overview and financial status, maintained close contact with the company’s directors and senior executives by telephone, e-mail and other means, and jointly analyzed the economic situation, industry development trend and other information faced by the company, Always pay attention to the possible impact of external industry environment and market changes on the company, timely grasp the operation and operation status of the company, comprehensively understand the major matters of the company, and exercise voting rights independently, objectively and prudently.
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. I am the chairman of the nomination committee and member of the strategy committee of the board of directors. During the reporting period, I presided over two meetings of the nomination committee to fully understand the education, work and other background of the nominees, Conduct a detailed examination of the qualifications of the candidates for the chairman of the company, and earnestly perform the duties of the chairman of the Nomination Committee; Actively participate in the meeting of the strategy committee, put forward suggestions on the company’s long-term development strategy and major investment decisions in combination with the development of the company’s industry and its own development, and protect the legitimate rights and interests of the company and its shareholders.
5、 Training and learning
In 2021, I carefully studied relevant laws and regulations, normative documents and various rules and regulations, deepened my understanding and understanding of relevant laws and regulations such as regulating corporate governance and protecting shareholders’ rights and interests, continuously improved my ability to perform my duties, and provided better opinions and suggestions for the scientific decision-making and standardized operation of the company, Effectively strengthen the awareness and ability to protect the legitimate rights and interests of the company and all shareholders.
6、 Other working conditions
(I) there is no proposal to convene the board of directors;
(II) there is no independent engagement of external audit institutions and consulting institutions;
(III) no independent director proposed to hire or dismiss an accounting firm.
In 2021, I was diligent and conscientious, gave full play to my professional ability in strict accordance with the provisions and requirements of relevant laws and regulations, seriously participated in the deliberation and decision-making of major matters of the company, promoted the standardized operation of the company and safeguarded the legitimate rights and interests of all shareholders. Thank the board of directors and relevant personnel of the company for their support for my work as an independent director in 2021. In 2022, I will continue to maintain a diligent and serious working attitude, actively perform the duties of independent directors, enhance the learning of my own professional knowledge, enrich practical experience, provide reference opinions for the scientific decision-making of the board of directors, and promote the standardized operation and sustainable and healthy development of the company.
It is hereby reported.
Independent director: Xing min March 9, 2002
