Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
Special report on the performance of independent directors in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
During the reporting period, Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) (hereinafter referred to as "the company") independent directors Dai Changjiu, Xie Bofeng and Lu Kezhong strictly followed the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association, the independent director system and other relevant laws and regulations, In the spirit of good faith and diligence, he timely understood the company's information, paid comprehensive attention to the company's development, carefully reviewed the meeting proposal materials, attended the relevant meetings held by the company in 2021, supervised and consulted the company's major business decisions, external guarantees, financial assistance, remuneration and assessment of directors and senior managers, and expressed independent and objective opinions, Not affected by the company and major shareholders, it has effectively safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
The performance of duties of independent directors in 2021 is reported as follows:
1、 Participation of independent directors
1. Attendance of the board of directors
During the reporting period, the company held four meetings of the board of directors. Independent directors Dai Changjiu, Xie Bofeng and Lu Kezhong attended all the meetings in person. The independent directors of the company were not absent or did not attend the meetings in person for two consecutive times. All the voting conditions were consent, no negative vote or waiver vote.
The attendance of independent directors is as follows:
Whether the corresponding party should participate in the on-site attendance meeting this year based on the name and position of the corresponding party, personally entrust the absence, continue two times, increase the number of seats, number of meetings, number of seats, number of seats, number of times not attending the meeting
Dai Changjiu independent director no
Xie Bofeng independent director 4 1 3 4 0 0 no
Lu Kezhong independent director no
2. Participation of special committees
At present, the Fifth Board of directors of the company has three special committees: Audit Committee, nomination committee and salary and assessment committee, which earnestly perform their corresponding responsibilities in accordance with the requirements of the standards for the governance of listed companies and the corresponding rules of procedure of the Committee. Xie Bofeng is the convener of the audit committee and a member of the nomination committee, Lu Kezhong is the convener of the nomination committee and a member of the remuneration and assessment committee, and Dai Changjiu is the convener of the remuneration and assessment committee and a member of the audit committee.
In 2021, the company held three meetings of the audit committee, one meeting of the remuneration and assessment committee, and no meeting of the nomination committee. The independent directors personally attended the meetings of the special committees of the board of directors to continuously understand the production, operation and operation of the company, fully grasp the information, carefully review the relevant materials of the meeting, carefully consider the company's proposals, and make sufficient preparations for the decision-making of the board of directors, Make independent judgments and decisions on major matters.
The attendance of independent directors at the meeting is as follows:
The name of the independent director should be the number of times to attend the meeting. Remarks on the number of times to attend the meeting in person
audit committee
Xie Bofeng 3 -
Dai Changjiu 3 -
Remuneration and assessment committee
Dai Changjiu 1 -
Lu Kezhong 1 -
All independent directors believed that the convening and convening procedures of the meetings of the special committees under the board of directors of the company were in line with legal procedures, legal and effective, and all voted in favour without objection or abstention.
2、 Matters and reasons for objections raised by independent directors
In 2021, the board of directors and the special committee of the board of directors convened by the company met the legal procedures, and the relevant procedures were performed for major business decisions and other major matters, which were legal and effective. The independent directors did not raise objections to the proposals of the board of directors and other matters of the company.
3、 Put forward suggestions on the development of relevant specifications and their implementation to the company
During the reporting period, the independent directors of the company actively attended relevant meetings, carefully reviewed various proposals, deeply understood the company's operating conditions, the construction of internal control and the implementation of the resolutions of the board of directors and the general meeting of shareholders, independently and objectively expressed their views and opinions, made independent and impartial judgments by using their professional knowledge, and put forward reasonable opinions and suggestions for the operation and development of the company, Including: the company should always pay attention to external
Possible risk factors caused by environmental and market changes of the Department; Improve the company's internal management system and management system, do a good job in self-evaluation and audit of internal control, strengthen risk prevention awareness and strictly prevent insider trading; Strengthen the study of the company's directors, supervisors and senior managers on the laws and regulations of the securities market and strengthen their compliance awareness, so as to better protect the interests of small and medium-sized investors; Continue to pay attention to the new accounting policies, enhance the professional ability and compliance awareness of financial personnel, regularly conduct goodwill impairment test, further strictly standardize accounting treatment and improve the quality of accounting information.
4、 On site inspection of the company
During the reporting period, independent directors paid close attention to the company's operation and financial situation, and relatively reduced the frequency of on-site visits due to the epidemic. However, as independent directors, they kept close contact with the company's directors, senior executives and relevant staff by telephone and e-mail from time to time, paid close attention to the impact of external environment and market changes on the company, and paid close attention to the relevant reports of the company by the media and the Internet, Timely learn the progress of major events of the company and master the operation dynamics of the company.
5、 Opinions of independent directors issued during the reporting period
During the reporting period, the prior approval opinions and independent opinions issued by independent directors are summarized in the table below. Please log in to cninfo.com http://www.cn.info.com.cn./ 。
Serial number document name matters for comments announcement time
1、 Independent director's opinion on reappointment of auditor in 2021
Prior approval opinion of the organization
Independent director's report on the fifth report of the company and independent director's report on daily related party transactions in 2021
Prior approval opinions easily expected at the 10th meeting of the 1st board of directors prior approval opinions on relevant matters on March 31, 2021 II. Independent directors' opinions on accepting financial assistance from subsidiaries
And related party transactions
4、 Independent directors' opinions on providing related party guarantee for joint stock companies
Prior approval opinion of the guarantor
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
2 independent opinions of independent directors on the annual report and its price report independent opinions on other matters on March 31, 2021 IV. occupation of the company by controlling shareholders and other related parties
Special description and independent opinions on the fund situation of the company
5、 On the company's external guarantee in 2020
Special notes and independent opinions
6、 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
Article 51 of the independent directors on the joint bidding for land and the establishment of a joint venture
Progress of the 12th session of the board of directors and prior approval of the proposal on connected transactions
3. Prior approval opinions on relevant matters. See you on August 13, 2021
1、 About joint bidding for land and the establishment of joint ventures
Proposal of independent directors on the progress of the Fifth Board of directors and related party transactions
4. Relevant to the 12th meeting of the board of directors II. Special explanation and independent opinions on the independent opinions of the company on the external guarantee for the half year of 2021 on August 13, 2021
3、 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
6、 Other work done in protecting the rights and interests of investors
1. Performance of duties
The independent directors of the company strictly perform their duties, carefully treat each proposal submitted to the board of directors for consideration, carefully consult relevant documents, ask relevant departments and personnel, consult relevant account books and meeting minutes of the company, and use their professional knowledge to exercise their voting rights independently, objectively and impartially.
2. Investigation on corporate governance structure and operation management
Based on the attitude of being responsible for the rights and interests of investors, the independent directors of the company timely understood the company's operation status, the improvement and implementation of management and internal control system, the implementation of resolutions of the board of directors, financial management, investment project progress and other matters during the reporting period, paid close attention to the company's operation and governance, and effectively supervised and inspected the performance of directors and senior managers of the company.
3. Pay attention to the information disclosure of the company
During the reporting period, the independent directors of the company continuously supervised the information disclosure work of the company in 2021, and completed the information disclosure work truthfully, accurately, completely, timely and fairly in accordance with the relevant provisions of the information disclosure management measures.
4. Strengthen learning
The independent directors of the company 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.
