Jiangsu Yunyi Electric Co.Ltd(300304)
Report on the work of independent directors in 2021
(Shu Zemin)
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 based on the principles of independence, objectivity and impartiality, With the working attitude of being conscientious and diligent, he actively attended relevant meetings, carefully considered various proposals of the board of directors, and effectively safeguarded the interests of the company and all shareholders, especially small and medium-sized shareholders. I hereby report my performance of duties as an independent director in 2021 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. There was no case of not attending the meeting in person for two consecutive times. I actively participated in the board of directors and shareholders’ meeting, carefully considered various proposals of the board of directors, deeply understood the operation and management of the company, maintained full communication with the operation and management of the company, made full use of my professional knowledge and practical experience, put forward reasonable suggestions for major decisions made by the board of directors, and exercised the voting right with a rigorous attitude. In my opinion, the convening and convening procedures of the company’s meetings are legal and compliant, and the relevant 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 are 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
During my term of office in 2021, I made many on-site visits to the company, regularly understood the production and operation status and financial status of the company, kept in close contact with the directors, senior managers and relevant staff of the company through telephone and e-mail, timely learned the progress of major matters of the company, and always paid attention to the impact of external environment and market changes on the company, Through independent and objective professional judgment, prudently put forward decision-making suggestions, and actively and effectively perform the duties of independent directors.
4、 Work of special committees of the board of directors
I served as the chairman of the audit committee, the member of the strategy committee and the member of the remuneration and assessment committee of the Fourth Board of directors. In 2021, during my tenure, I actively participated in various meetings and training activities and actively performed the duties of independent directors.
As the chairman of the audit committee of the board of directors, I organized and held four audit committee meetings during the reporting period to seriously consider the company’s periodic reports, changes in accounting policies, related party transactions and other matters; According to the actual situation of the company, formulate a practical schedule for the audit of financial reports, carefully listen to the operation, financial work and internal audit of the company in 2021, issue written review opinions on the company’s financial statements, fully communicate with the annual audit certified public accountants, and timely understand the progress of the audit work and the issues concerned by the certified public accountants, Supervise and urge the work progress, actively participate in discussions and put forward reasonable opinions, and give full play to the supervisory role of the chairman of the audit committee.
As a member of the strategy committee of the board of directors, I actively understand the development status of the company’s industry. Based on the internal and external environment and the company’s own development needs, I put forward reasonable suggestions on major matters such as the company’s shareholder return planning, profit distribution and foreign investment in the next three years, earnestly fulfilled the duties of the member of the strategy committee and safeguarded the interests of the company and the majority of shareholders.
As a member of the remuneration and assessment committee of the board of directors, I participated in the formulation and review of the remuneration policies and assessment plans of the company’s directors, supervisors and senior managers in strict accordance with the requirements of the working rules of the remuneration and assessment committee, and supervised the implementation of the company’s remuneration system, He actively performed his duties and put forward suggestions on matters related to the company’s second phase (20212023) restricted stock incentive plan, carefully verified the granting conditions of incentive objects, and earnestly performed the duties of members of the remuneration and assessment committee.
5、 Training and learning
In 2021, in order to effectively perform the duties of independent directors, I carefully studied relevant laws, regulations and rules, continuously deepened my understanding and understanding of relevant regulations, actively participated in relevant training organized by the company, continuously improved my ability to perform my duties, and put forward better opinions and suggestions for the standardized operation and scientific decision-making of the company, Effectively safeguard the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
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, as an independent director of the company, I actively, professionally and efficiently performed the duties of an independent director, made independent judgments on major matters of the company, and made suggestions for the steady operation and standardized operation of the company. In 2022, I will continue to perform my duties diligently and prudently, strengthen my professional knowledge learning, continuously improve my ability to perform my duties, make full use of my professional knowledge and experience, provide more constructive opinions and suggestions for the development of the company, improve the decision-making level and operating efficiency of the company, and promote the sustainable, stable and healthy development of the company.
It is hereby reported.
Independent director: Shu Zhemin March 9, 2002
