Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
2021 report on the work of independent directors
Shareholders and shareholder representatives:
In 2021, as an independent director of Shenzhen Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Co., Ltd. (hereinafter referred to as “the company”), I strictly followed the company law, the securities law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the venture board of Shenzhen Stock Exchange, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association According to the provisions and requirements of the working system of independent directors and other relevant laws, regulations and rules, in the work of 2021, he faithfully, diligently and conscientiously performed his duties, actively attended relevant meetings, carefully considered various proposals of the board of directors, gave full play to the independent and professional role of independent directors, and effectively safeguarded the interests of the company and 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 company meetings in 2021
In 2021, the company held four meetings of the board of directors and one general meeting of shareholders. I attended the meeting during my term of office. The details are as follows:
Attendance at the board of directors
Whether they should attend the on-site attendance continuously or not by means of communication, attend in person and entrust to attend in absentia
Number of seats not attended twice plus number of meetings
Luk Zhongxi meeting
4 4 0 4 0 0 0 no
Number of attendance at the general meeting of shareholders
one
I have carefully considered all the proposals submitted to the board of directors, maintained full communication with the company’s management and exercised my voting rights with a cautious attitude. I believe that the convening of the board of directors of the company complies with legal procedures, and major business matters have fulfilled the relevant examination and approval procedures, which are legal and effective. Therefore, I have voted in favour of the relevant proposals, raised no objections, and abstained from voting.
2、 Participation in professional committees
In 2021, as the convener of the nomination committee, there was no need to convene the nomination committee, so the nomination committee meeting was not convened in 2021.
In 2021, as a member of the remuneration and assessment committee, he performed his duties in strict accordance with the working rules of the special committee of the board of directors, formulated and reviewed the remuneration policies and assessment plans of the company’s directors and senior managers, evaluated and reviewed the work of the directors and senior managers according to the performance evaluation standards, and put forward reasonable suggestions.
3、 Opinions of independent directors
During the reporting period, my independent opinions as an independent director are as follows. For details, please log in to cninfo.com（ http://www.cn.info.com.cn./ ）：
Serial number document name: type of independent announcement time for matters with opinions
1、 Independent director’s opinion on reappointment of auditor in 2021
Prior approval opinions of independent directors on public institutions
Second of the 5th board of directors of the company, independent directors’ report on daily related party transactions in 2021
The relevant and predictable prior approval opinions of the 10th meeting agreed to March 1, 2021. The prior approval opinions of independent directors on accepting financial assistance from subsidiaries and related party transactions on March 31, 2021
IV. opinions of independent directors on providing affiliated services for joint-stock companies
Prior approval of guarantee
1、 Notice on the company’s profit distribution in 2020
separate opinion
2、 About directors, supervisors and senior executives of the company in 2021
Independent opinions on the remuneration of senior managers
3、 Self assessment on internal control of the company in 2020
Independent opinion on Price Report
4、 About the occupation of the company by controlling shareholders and other related parties
Special description and independent opinions on the fund situation of the company
Independent directors’ special explanation and independent opinions on the company’s external guarantee in 2020 and other matters agreed to the independent opinion on March 31. VI. on the provision for asset impairment in 2020
separate opinion
7、 Independent opinions on changes in accounting policies of the company
8、 On the company’s reappointment of the audit institution in 2021
separate opinion
9、 About providing financial capital to Jinhua Wei in 2021
Independent opinion
10、 Guarantee amount provided to subsidiaries in 2021
Independent opinion
11、 About the company’s daily related party transactions in 2021
Independent opinions on matters
12、 About accepting financial assistance and related from subsidiaries
Independent opinion on the transaction
13、 On providing related party guarantee for joint stock companies
separate opinion
Independent directors’ opinions on Gongyi, joint bidding for land and establishment of joint venture
The progress of the 5th board of directors of the company and the prior approval of the proposal on related party transactions were agreed at the 12th meeting on August 3, 2021
Can comment
1、 On joint bidding for land and the establishment of joint ventures
Proposal of independent directors on the progress of Division II and related party transactions
The 12th session of the 5th board of directors, the special explanation and independent opinions on matters related to the second meeting of August 4, 2021 of the company’s external guarantee in the half year of 2021, and the independent opinions agreed on August 13. III. occupation by controlling shareholders and other related parties
Special instructions and independent opinions on the company’s funds
4、 Performance of duties in the company’s 2021 audit
During the preparation and audit of the company’s annual report, he earnestly performed the duties of independent directors and members of the audit committee, learned about the main business and financial conditions from the company’s management, fully communicated with the company’s annual audit certified public accountants and working group, listened to the initial audit opinions of the registered accountants, actively cooperated with the board of directors to review the company’s annual report, and ensured the company’s timely, accurate and complete disclosure of the annual report, Faithfully performed the duties of independent directors.
5、 On site investigation of the company
In 2021, I paid close attention to the company’s operation, financial situation, the construction and implementation of internal control system and the implementation of resolutions of the board of directors; Keep in touch with the company’s secretaries, senior management personnel and other relevant personnel of the board of directors through e-mail; Always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the company by the media and network, timely learn the progress of major matters of the company, and master the operation dynamics of the company.
6、 Work done in protecting the rights and interests of investors
1. Performance of duties of independent directors
I faithfully perform the duties of an independent director, pay full attention to and supervise the construction and implementation of the company’s operating conditions, financial management and internal control systems, carefully consult relevant documents, ask relevant departments and personnel, consult relevant accounts and meeting minutes of the company for each proposal submitted to the board of directors for deliberation, and use my professional knowledge to exercise voting rights independently, objectively and impartially.
2. Information disclosure of the company
I have continuously supervised the company’s information disclosure in 2021 and urged the company to complete the information disclosure in a true, accurate, complete, timely and fair manner in strict accordance with the laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange and the relevant provisions of the company’s information disclosure management measures.
3. Strengthen learning
I actively study the relevant laws, regulations and various rules and regulations of listed companies, focusing on in-depth understanding of the relevant laws and regulations related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, so as to improve the awareness of protecting the legitimate rights and interests of the company and investors, especially social public shareholders.
7、 Other matters
1. In 2021, there was no proposal to convene the board of directors;
2. In 2021, there was no independent engagement of external audit institutions and consulting institutions.
During the term of office, I will continue to conscientiously, prudently, faithfully and diligently perform the duties of independent directors in accordance with the provisions and requirements of relevant laws and regulations on independent directors, give full play to the role of independent directors, safeguard the legitimate rights and interests of all shareholders, especially minority shareholders, and play a positive role in promoting the steady development of the company and establishing a good image of honesty and trustworthiness of the company.
It is hereby reported.
Independent director: Lu Kezhong March 22, 2022
