Tianrun Industry Technology Co.Ltd(002283)
Report on the work of independent directors in 2021 (Yao Chunde)
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 attended 6 meetings of the board of directors and 1 general meeting of shareholders. 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 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.
(II) 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.
(III) 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.
(IV) on June 29, 2021, the company carefully reviewed the relevant matters of the 18th meeting of the Fifth 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.
(V) 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 occupy the company's funds by controlling shareholders and other related parties, nor did it occupy the company's funds by controlling shareholders and other related parties that occurred in the previous period and continued to the reporting period.
(2) During the reporting period, the company did not have any external guarantee, nor did it have any external guarantee that occurred in previous years and accumulated to June 30, 2021.
2. Independent opinions on the company's use of idle self owned funds to purchase bank financial products
At present, the company is in good operation and stable financial condition. In order to improve the use efficiency of the company's funds, the use of idle self owned funds to purchase bank financial products is conducive to maintaining and increasing the value of cash assets and increasing the company's income. It will not have an adverse impact on the company's business activities and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, The decision-making procedure of this matter is legal and compliant. The company is approved to use idle self owned funds of no more than RMB 400 million to purchase low-risk bank financial products.
(VI) on September 13, 2021, the company carefully reviewed the relevant matters of the 20th meeting of the Fifth Board of directors and issued prior approval opinions:
1. Prior approval opinions on the subscription of Shanghai Diesel Engine Co.Ltd(600841) non-public offering shares
The subscription of Shanghai Diesel Engine Co.Ltd(600841) non-public offering shares by the company this time complies with the provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents. It conforms to the company's development plan and does not damage the interests of the company and all shareholders. Therefore, we agree to submit the proposal on participating in the subscription of Shanghai Diesel Engine Co.Ltd(600841) non-public development shares to the 20th meeting of the Fifth Board of directors of the company for deliberation.
(VII) on September 14, 2021, the company carefully reviewed the relevant matters of the 20th meeting of the Fifth Board of directors and issued independent opinions:
1. Independent opinions on subscription of Shanghai Diesel Engine Co.Ltd(600841) non-public offering shares
The company has formulated the securities investment and derivatives trading management system, established and improved the business process, approval authority, supervision mechanism and risk control measures, which can effectively control the investment risk and ensure the safety of funds; Necessary approval procedures have been performed for this investment, and the decision-making procedures are legal and compliant; It will help the company to give full play to the supporting role of financial capital in the industry and further deepen the strategic cooperative relationship with Shanghai Diesel Engine Co.Ltd(600841) which is in line with the long-term development of the company and the interests of the company's shareholders.
The company is approved to subscribe for Shanghai Diesel Engine Co.Ltd(600841) non-public offering of shares.
3、 Performance of professional committees
As a member of the nomination committee, I actively participated in the meeting, responded to the call of the convener, actively carried out work in accordance with the working rules of the nomination committee and other relevant regulations, participated in the examination of the qualifications of the company's directors and senior managers, and commented on whether the structure of the company's senior managers meets the needs of the company's operation and management, Earnestly performed the duties of members of the nomination committee. As a member of the strategy committee, he actively participated in meetings related to the company's strategy, paid attention to the company's operation and future strategic development trend, gave full play to his accumulated advantages of long-term experience in the industry, studied and put forward suggestions on the company's long-term development strategic plan according to the macroeconomic situation at home and abroad and the development trend of the company's industry, It also puts forward suggestions on other major matters affecting the development of the company. 4、 On site investigation of the company
As an independent director of the company, in 2021, I took advantage of the opportunity to participate in the board of directors and the special committee of the board of directors and other time to conduct on-site investigation in the company. Through visiting the production site and office site, I really understood the daily production and operation of the company, and through face-to-face communication with the grass-roots staff and management of the company, Have a three-dimensional understanding of the company's operation, financial status, corporate governance and the implementation of the strategic requirements of the company's board of directors from multiple levels and angles; At the same time, I also maintain close contact with other directors, senior executives and relevant staff of the company by telephone and e-mail, always pay attention to the overall environment and market changes of the company's industry, and fulfill the supervision and guidance functions of independent directors with due diligence.
5、 Work done in protecting the rights and interests of investors
(I) supervision of corporate governance and operation management
During the reporting period, I made a detailed investigation and understanding of the relevant systems and implementation of corporate governance, production and operation management, financial status, the establishment and implementation of internal control, and the implementation and tracking of the resolutions of the general meeting of shareholders and the board of directors by the management. Through the combination of remote communication and on-site investigation, Timely understand the production and operation dynamics of the company, fully grasp the development trend of the company, carefully review all proposals considered by the board of directors, and exercise the voting right independently and prudently in combination with their own professional knowledge.
(II) supervision of the company's information disclosure
During the reporting period, I paid close attention to the reports about the company on the Internet and public media, timely mastered the information disclosure and public opinion response of the company, continued to pay attention to the information disclosure effect of the company, and urged the company to do a good job of information disclosure in strict accordance with the requirements of relevant laws and regulations, so as to ensure the authenticity, accuracy, timeliness and integrity of the company's information disclosure On the premise of fairness, continuously improve the level of information disclosure.
(III) effectively perform the duties of independent directors
I earnestly perform the duties of independent director, attend the meetings of the board of directors and the general meeting of shareholders on time according to the requirements of the company, carefully review all proposals to be considered by the board of directors, use professional knowledge, put forward corresponding opinions and suggestions, make a true and fair judgment on the matters under consideration, exercise voting rights independently, objectively and prudently, and put forward reasonable suggestions.
(IV) strengthen self-study and improve the ability to perform duties
During the reporting period, I actively studied the updated laws, regulations and various rules and regulations, participated in various forms of lectures and training on the interpretation of new policies and regulations, and continuously deepened my understanding and learning of relevant laws and regulations, especially those related to the corporate governance structure and the protection of shareholders' rights and interests of the public, In order to improve their ability to perform their duties and protect the legitimate rights and interests of the company, investors and even public shareholders.
6、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to convene an extraordinary general meeting of shareholders;
3. There is no proposal to replace or dismiss the accounting firm;
4. There is no independent engagement of external audit institutions and consulting institutions.
Finally, I sincerely thank the board of directors, management and relevant staff of the company for their active cooperation and full support for my work in 2021. In 2022, I will continue to fulfill my duties, perform the duties of independent directors diligently, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
mail box: [email protected].
Independent director: Yao Chunde
March 15, 2022
