Tianrun Industry Technology Co.Ltd(002283)
Report on the work of independent directors in 2021 (Jiang Aili)
Shareholders and shareholder representatives:
As an independent director of Tianrun Industry Technology Co.Ltd(002283) (hereinafter referred to as "the company"), I diligently perform my duties in strict accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations and the articles of association, 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 small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at meetings
In 2021, the company held 9 meetings of the board of directors and 1 general meeting of shareholders. I have attended the board of directors for 9 times and the general meeting of shareholders for 1 time. I voted in favor of all the proposals considered at the board meeting I attended; Other independent directors without authorization to attend the meeting; No objection was raised to any matter of the company.
2、 Independent opinions
During the reporting period, I actively participated in the discussion and voting of various proposals of the board of directors, and expressed independent opinions on the following matters in 2021:
(I) on January 5, 2021, the company carefully reviewed the relevant matters of the 13th meeting of the Fifth Board of directors and issued independent opinions:
1. Independent opinions on the cancellation of stock options that have expired but not exercised in the second exercise period of stock options granted for the first time
The cancellation of the stock option incentive plan grants stock options for the first time, and the second exercise period of stock options has expired, which complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the stock option incentive plan of the company. The decision-making procedure is legal, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, We agree that the company cancel the stock option incentive plan and grant stock options for the first time. The second exercise period has expired and the stock options have not been exercised.
2. Independent opinions on the cancellation of stock options that have not been exercised at the expiration of the first exercise period of reserved granted stock options
The cancellation of the stock option incentive plan reserves the stock option that has not been exercised within the first exercise period of the granted stock option, which complies with the relevant provisions of the measures for the administration of equity incentive of listed companies and the stock option incentive plan of the company. The decision-making procedure is legal and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. Therefore, We agree that the company cancels the stock option incentive plan and reserves the stock option that has expired and has not been exercised in the first exercise period of the granted stock option.
(II) on March 25, 2021, the company issued prior approval opinions on relevant matters considered at the 14th meeting of the Fifth Board of directors:
1. Prior approval opinions on the company's 2020 profit distribution plan
The 2020 profit distribution plan of the company complies with the requirements of relevant systems such as the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and the articles of association of the company issued by the CSRC, takes into account the current reality and medium and long-term development of the company, takes into account the long-term development of the company and the interests of shareholders, and is conducive to the sustainable, stable and healthy development of the company, Agree to submit the proposal to the board of directors of the company for deliberation.
2. Prior approval opinions on the reappointment of the company's audit institution in 2021
Tianjian Certified Public Accountants (special general partnership) has the business qualification related to securities and futures. In the process of providing audit services for the company in 2020, it can comply with the independent, objective and fair practice standards, better perform the audit responsibilities and obligations, and the report issued can objectively and truly reflect the actual situation, financial status and operating results of the company. In order to ensure the continuity of audit work, we propose to renew the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and agree to submit the matter to the board of directors of the company for deliberation.
3. Prior approval opinions on the expected events of daily connected transactions in 2021
The daily connected transactions planned to occur in 2021 are normal transactions required by the company's development and daily production and operation. The transaction price is determined according to the market price. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, no violation of relevant laws and regulations, and no impact on the independence of the company. Therefore, we agree to submit the proposal on the prediction of daily connected transactions in 2021 to the board of directors of the company for deliberation.
(III) on March 27, 2021, express independent opinions on relevant matters of the company:
1. Independent opinions on the company's 2020 profit distribution plan
The 2020 profit distribution plan of the company is formulated according to the actual situation of the company, takes into account the reasonable return on investment of shareholders and the needs of the sustainable development of the company, complies with the relevant provisions and requirements of relevant laws and regulations, normative documents and the articles of association, and does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, We agree to the company's profit distribution plan for 2020 and agree to submit the matter to the general meeting of shareholders for deliberation.
2. Independent opinions on changes in accounting policies
This accounting policy change is a reasonable change made in accordance with the relevant provisions of the Ministry of finance. The revised accounting policy complies with the relevant provisions of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange, and can objectively and fairly reflect the financial status and operating results of the company. This review procedure complies with relevant laws, regulations and the articles of association, and there is no situation damaging the interests of the company and all shareholders. We agree with the change of the company's accounting policy.
3. Independent opinions on internal control evaluation report in 2020
After verification, the company has established a relatively perfect internal control system. All internal control systems comply with relevant laws and regulations of China and the regulations and requirements of regulatory authorities, as well as the actual situation of the company's current production and operation. The implementation of internal control system is effective and the operation of the company is standardized. The company's 2020 internal control evaluation report objectively and truly reflects the establishment and operation of the company's internal control.
4. Independent opinions on the remuneration of directors, supervisors and senior managers in 2020
The remuneration of the company's directors, supervisors and senior managers in 2020 is determined according to the company's actual operation, personal performance, basic annual salary and other comprehensive factors. The remuneration payment procedures comply with the provisions of relevant laws and regulations and the articles of association. We agree with the remuneration plan of the company's directors, supervisors and senior managers in 2020, And agreed to submit the proposal to the general meeting of shareholders of the company for deliberation. 5. Independent opinions on the renewal of Tianjian Certified Public Accountants (special general partnership)
The renewal of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2021 is conducive to ensuring the quality of the company's audit work and protecting the interests of the company and other shareholders, especially the interests of minority shareholders. Tianjian Certified Public Accountants (special general partnership) has sufficient independence, professional competence and investor protection ability, The decision-making process of the company's renewal of the accounting firm meets the requirements of relevant laws and regulations. In conclusion, we agree that the company will continue to employ Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2021, and agree to submit the proposal to the general meeting of shareholders for deliberation.
6. Special opinions on the actual situation of the company's daily related party transactions in 2020, which is quite different from the expected situation
The daily related party transactions actually occurred in 2020 are all transactions required by the company's normal business, which meet the requirements of the company's operation and development strategy. The reason for the difference between the actual and expected daily connected transactions of the company in 2020 is true. The actual daily connected transactions of the company are carried out on the basis of openness, fairness and mutual benefit, and the transaction price is determined according to the market-oriented principle, without damaging the interests of the company and other shareholders.
7. Independent opinions on the forecast of daily connected transactions in 2021
The daily related party transactions that the company expects to occur in 2021 are based on the actual operation and development needs of the company, comply with the market fair pricing, abide by the principles of fairness, openness and impartiality, and do not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. The deliberation and decision-making procedures of this proposal comply with the relevant provisions of relevant laws and the articles of association, and the related directors avoid voting when deliberating this proposal. Therefore, we unanimously agree on the company's daily related party transactions in 2021.
8. Independent opinion on the company's shareholder return plan for the next three years (20212023). The company's shareholder return plan for the next three years (20212023) complies with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, can achieve a reasonable return on investment to investors and take into account the sustainable development of the company, and has established a sustainable The stable and active profit distribution policy does not harm the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree with the shareholder return plan for the next three years (20212023) formulated by the company.
9. Independent opinions on the election of candidates for independent directors of the board of directors
After review, we believe that the candidates for independent directors of the company have the corresponding qualifications and work experience to perform the duties of independent directors; There is no circumstance that the independent director is not allowed to act as an independent director in accordance with the provisions of the company law and the articles of association. The nomination and voting procedures of independent director candidates this time comply with the relevant provisions of the company law and the articles of association and are legal and effective. It is agreed that the board of directors of the company shall nominate Mr. Yao Chunde as the candidate for independent director of the Fifth Board of directors of the company, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
10. Independent opinions on capital occupation and external guarantee of controlling shareholders and other related parties according to the notice on Several Issues Concerning Regulating capital exchanges between listed companies and related parties and external guarantee of listed companies (2017 Revision) (zjf [2017] No. 16) issued by China Securities Regulatory Commission According to the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and other relevant regulations and requirements, we have carefully checked the capital occupation and external guarantee of the company's controlling shareholders and other related parties, and our independent opinions are as follows:
(1) During the reporting period, the company did not occupy the company's funds by controlling shareholders and other related parties. Nor does it exist that the controlling shareholders and other related parties occupied the company's funds in the previous period and continued to the reporting period.
(2) During the reporting period, the company did not have external guarantees, nor did it have external guarantees that occurred in previous years and accumulated to December 31, 2020.
(IV) on June 8, 2021, the company issued prior approval opinions on relevant matters of the 16th meeting of the Fifth Board of directors:
1. Prior approval opinions on the purchase of assets and related party transactions
The purchase of the assets of Tianrun United Group Co., Ltd. constitutes a connected transaction, which complies with the relevant provisions of relevant laws, regulations and normative documents, the actual operation and development needs of the company and the industrial development plan of the company. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Agree to submit the relevant proposals of this transaction to the board of directors of the company for deliberation.
(V) on June 9, 2021, the company carefully reviewed the relevant matters of the 16th meeting of the Fifth Board of directors and issued independent opinions:
1. Independent opinions on asset purchase and related party transactions
The transaction price is based on the appraisal results determined in the appraisal report issued by Beijing zhongtianhua Asset Appraisal Co., Ltd., which is qualified to engage in Securities and futures business. The transaction price is reasonable and fair, which is in line with the interests of the company and all shareholders. When the board of directors of the company considered this transaction, the related directors avoided voting. The deliberation and voting procedures of this transaction comply with the relevant provisions of the company law and other laws and regulations and the articles of association. We agree that the company purchases assets from related parties.
2. Opinions on independent factoring of accounts receivable
The company's accounts receivable factoring business is conducive to accelerating the company's capital turnover, improving the efficiency of capital use, conducive to the company's business development, in line with the company's development plan and overall interests, and in line with the provisions of relevant laws and regulations. The accounts receivable factoring business this time does not constitute a connected transaction, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The company is approved to carry out accounts receivable factoring business.
(VI) on June 22, 2021, the company carefully reviewed the relevant matters of the 17th meeting of the Fifth Board of directors and issued independent opinions:
1. The procedures for the nomination and appointment of senior managers of the company comply with the relevant provisions of the company law, the articles of association, etc.
2. After reviewing the relevant materials of the company's senior managers appointed at this meeting, it is not found that they are not allowed to serve as the company's senior managers according to the company law, that they are determined by the CSRC to be prohibited from entering the market and that the prohibition has not been lifted, and that they are not punished and punished by the CSRC, the stock exchange and other relevant departments, And does not belong to the "dishonest executee". The candidate meets the qualifications specified in relevant Chinese laws, regulations, normative documents and the articles of association.
3. After reviewing the educational background, work experience, professional ability and professional quality of the company's senior managers appointed at this meeting, they are considered to be competent for the responsibilities of the corresponding positions of the company.
In conclusion, we agree to appoint Mr. Wang Xiaoyi as the deputy general manager of the company.
(VII) on June 29, 2021, the company carefully reviewed the relevant matters of the 18th meeting of the 5th board of directors and issued independent opinions:
The company adjusted the stock option exercise price of the equity incentive plan accordingly due to the implementation of the profit distribution plan in 2020, which is in line with the provisions of the management measures and the equity incentive plan, the procedures are legal and compliant, and there is no behavior damaging the interests of the company and all shareholders. Therefore, we agree with the company to adjust the exercise price of stock options in the equity incentive plan.
(VIII) on August 26, 2021, the company carefully reviewed the relevant matters of the 19th meeting of the Fifth Board of directors and issued independent opinions:
1. Special instructions and independent opinions on the occupation of the company's funds and external guarantees by controlling shareholders and other related parties
In accordance with the relevant provisions and requirements of the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, we have carefully checked the occupation of funds by the controlling shareholders and other related parties of the company and the external guarantees of the company, We hereby make a special explanation on the relevant situation and express our independent opinions as follows:
(1) During the reporting period, the company did not have any controlling shareholders and other related parties occupying the company's funds, nor did it have any controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period
