Suzhou Thvow Technology Co.Ltd(002564) independent director’s work report
Suzhou Thvow Technology Co.Ltd(002564)
Report on the work of independent directors in 2021
As an independent director of Suzhou Thvow Technology Co.Ltd(002564) (hereinafter referred to as “the company”), I, sun Jianfei, strictly comply with the provisions and requirements of relevant laws, regulations and rules, such as the company law, the securities law, the articles of association, the working system of independent directors, several provisions on strengthening the protection of the rights and interests of shareholders of public shares, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, In 2021, he faithfully performed various duties, exercised the rights conferred by the company carefully and diligently, gave full play to the independent role of independent directors, and safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at company meetings in 2021
In 2021, the company held 11 meetings of the board of directors. This year, it should attend 11 meetings and 11 meetings in person, and earnestly performed the duties of independent directors.
As an independent director, I will take the initiative to obtain the materials and information required for the meeting and carefully review the company’s proposals and periodic reports before each meeting of the board of directors with the attitude of scrupulous duty and diligence. In the process of daily performance of duties, I earnestly performed my duties as an independent director, actively participated in the previous board meetings and shareholders’ meetings held by the company, carefully reviewed the meeting proposals and relevant materials, actively participated in the discussion of various proposals, put forward reasonable suggestions, fully expressed independent opinions, and played a positive role in the correct and scientific decision-making of the board of directors.
In my opinion, the convening and convening procedures of the board of directors and the general meeting of shareholders of the company in 2021 meet the legal requirements, perform legal and effective decision-making procedures for major business matters, and independent directors put forward professional and independent opinions and suggestions. After careful consideration of the proposals of the board of directors and other matters of the company during the reporting period, I voted in favour and raised no objection.
2、 Independent opinions
In accordance with relevant laws, regulations and relevant provisions, as an independent director of the company, I have carefully understood and inspected the business activities of the company in 2021. After due diligence on major matters, based on independent judgment, I have expressed the following prior approval and independent opinions:
1. At the 26th meeting of the 4th board of directors held on January 25, 2021
Suzhou Thvow Technology Co.Ltd(002564) independent director’s work report
He expressed independent opinions on the issue of listing and transferring 100% equity of a wholly-owned subsidiary.
2. At the 27th meeting of the 4th board of directors held on March 10, 2021, he expressed independent opinions on matters related to the company’s provision for asset impairment.
3. At the 28th meeting of the Fourth Board of directors held on March 15, 2021, the company issued a prior approval opinion on the proposed renewal of the accounting firm in 2021; On the profit distribution plan of the company in 2021, the self-evaluation report on internal control in 2020, the external guarantee amount in 2021, the financing amount authorized by the company and its holding subsidiaries in 2021, the nomination of independent director candidates of the Fourth Board of directors by the board of directors, the remuneration plan for directors, supervisors and senior managers in 2021, and the appointment of deputy general managers of the company Independent opinions on the occupation of funds and external guarantee of related parties in 2020; In 2021, the company gave prior approval and independent opinions on the provision of counter guarantee and related party transactions to the controlling shareholders, the confirmation of daily related party transactions in 2020 and the expected daily related party transactions in 2021.
4. At the 29th meeting of the 4th board of directors held on April 27, 2021, prior approval and independent opinions were expressed on the issues of comprehensive financial business service cooperation and related party transactions with related party financial companies.
5. At the 30th meeting of the 4th board of directors held on May 6, 2021, they expressed their prior approval and independent opinions on the signing of the financial service agreement on related party transactions with related party financial companies, the risk assessment report on related party financial companies, and the risk disposal plan for related party transactions with related party financial companies.
6. At the 31st meeting of the 4th board of directors held on June 1, 2021, they expressed their prior approval and independent opinions on the signing of financial service agreement and related party transactions with related party financial companies.
7. At the 32nd meeting of the 4th board of directors held on July 19, 2021, independent opinions were expressed on the holding subsidiary’s carrying out accounts receivable factoring business.
8. At the 33rd meeting of the Fourth Board of directors held on August 24, 2021, special instructions and independent opinions were issued on the fund occupation and external guarantee of the company’s related parties.
9. Give independent opinions on matters related to the adjustment of senior managers at the 34th meeting of the Fourth Board of directors held on October 20, 2021;
3、 Work done to protect the legitimate rights and interests of minority shareholders
1. During the reporting period, I strictly followed the Listing Rules of Shenzhen Stock Exchange and Shenzhen Stock Exchange
Suzhou Thvow Technology Co.Ltd(002564) independent director’s work report
Self regulatory guidelines for listed companies on the exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the provisions of the articles of association, measures for the administration of information disclosure and other systems, fully and deeply understand the company’s production, operation and financial legal status, the improvement and implementation of management and internal control systems, understand the possible business risks in daily business activities, and call E-mail and other forms maintain close communication and contact with other independent directors, directors, supervisors, senior managers and other important positions of the company.
2. During the reporting period, I fully exercised the due functions and powers of independent directors, carefully and carefully reviewed all proposals submitted to the board meeting and the general meeting of shareholders for deliberation, and independently, objectively and prudently exercised my voting rights on this basis. In the daily meeting affairs of the board of directors, I took the initiative to understand and obtain the information and materials needed to make decisions. The board of directors of the company can also carefully listen to and pay attention to the opinions put forward by independent directors, and safeguard the legitimate rights and interests of the company and minority shareholders.
3. Continue to pay attention to the company’s information disclosure, ensure the authenticity, accuracy, impartiality and fairness of the company’s information disclosure in 2021, promote good communication between the company and investors, protect the right to know of investors, especially small and medium-sized investors, and safeguard the interests of the company and shareholders.
4、 Daily work
1. As an independent director of the company, I actively performed the duties of an independent director in 2021 based on the principle of diligence. During the reporting period, taking advantage of the company’s participation in the board of directors and other convenient conditions, through consulting materials, holding discussions and exchanges with senior managers, maintaining close contact with other directors, Secretary of the board of directors, supervisors and other relevant personnel of the company through telephone and e-mail, carefully listening to the relevant reports of the company, timely understanding the company’s daily business status and possible business risks, and making scientific decisions Standardized operation and sound development of the company have played a positive role. At the same time, after fully understanding the company’s situation, make use of their professional advantages to put forward reasonable suggestions for the company’s future operation and development.
2. As a member of the audit committee, listen to and inspect the financial work of the company; As a member of the nomination committee, nominate excellent management personnel for the company and its subsidiaries according to the company’s business activities, asset scale and equity structure.
5、 Training and learning
In order to continuously improve their ability to perform their duties, complete the work of independent directors and give full play to the role of independent directors, I have been actively studying relevant laws, regulations and rules, participating in relevant business studies organized by the company, providing practical and effective opinions and suggestions for the company’s scientific decision-making and risk prevention, and strengthening the protection ability of the company and investors.
Suzhou Thvow Technology Co.Ltd(002564) independent director’s work report
6、 Other working conditions
1. During the reporting period, there was no proposal to convene the board of directors;
2. During the reporting period, there was no proposal to hire or dismiss an accounting firm;
3. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
As an independent director of the company, I faithfully perform my duties and actively participate in the decision-making of major matters of the company, so as to make the company operate steadily and standardize the operation, better establish the image of self-discipline, standardization and integrity, and contribute to the sustainable, stable and healthy development of the company. In 2022, in accordance with the relevant laws, regulations, normative documents and the provisions and requirements of the articles of Association for independent directors, I will continue to exercise the rights of independent directors carefully, seriously and conscientiously, fulfill the obligations of independent directors, make use of professional knowledge and experience to put forward more constructive and targeted suggestions for the development of the company, and effectively safeguard the interests of the company and the legitimate rights and interests of minority shareholders.
It is hereby reported.
Suzhou Thvow Technology Co.Ltd(002564) independent director: Sun Jianfei March 23, 2021
