Sichuan Tianwei Electronic Co.Ltd(688511)
Report on the work of independent directors in 2021
As an independent director of Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as "the company"), in 2021, we performed the duties of independent directors diligently, dutifully, honestly and independently in strict accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the governance of listed companies and the articles of association, so as to promote the standardized operation and healthy development of the company and maintain the company The interests of all shareholders, especially minority shareholders. The work report of 2021 is as follows:
1、 Basic information of independent directors of the company
There are 3 independent directors on the board of directors of the company, and their personal resumes are as follows:
1. Mr. Liming served as the ordnance division of a certain air force aviation unit from March 1999 to August 2002; From September 2002 to August 2009, he served as the staff officer of the scientific research and ordering department of the air force equipment department; From September 2009 to December 2015, he served as the staff officer of the military and arms Department of the former General Armament Department; From January 2016 to March 2017, he served as the staff officer of the science and Technology Bureau of the equipment development department of the Military Commission; From November 2017 to September 2019, he served as deputy general manager of Beijing Yuanwang think tank Technology Consulting Co., Ltd; From October 2019 to April 2020, he served as the deputy general manager of Jiangsu Peregrine Engine Co., Ltd; From April 2020 to September 2021, he served as the director of strategic planning department of Chengdu smart cloud Technology Co., Ltd; From October 2019 to now, he has served as the executive director and manager of Beijing Zhanbei Technical Service Co., Ltd; Deputy general manager of Chengdu smart cloud Technology Co., Ltd. since September 2021; From January 2022 to now, he has served as a special expert of science and Technology Committee of China Academy of aviation manufacturing technology; From June 2020 to now, he has served as Sichuan Tianwei Electronic Co.Ltd(688511) independent director.
2. Mr. Qi Kangcheng served as assistant of Henan Anyang electronic tube factory from July 1989 to March 1996; From March 1996 to now, he has served as an associate professor of College of optoelectronics, University of Electronic Science and technology; From June 2020 to now, he has served as Sichuan Tianwei Electronic Co.Ltd(688511) independent director.
3. Mr. Ren Shichi was a teaching assistant and lecturer in the management department of Sichuan Institute of technology from July 1993 to August 1999; From July 2002 to August 2006, he served as lecturer and associate professor of accounting department of Guangdong Institute of finance; From July 2009 to August 2011, engaged in post doctoral research in the post doctoral station of Business Administration of Central University of Finance and economics; From April 2015 to July 2021, he served as Sichuan Huati Lighting Technology Co.Ltd(603679) independent director; From December 2019 to December 2021, he served as an independent director of Chengdu Chengbao Development Co., Ltd; From September 2011 to now, he has served as lecturer, associate professor, professor and doctoral supervisor of the Department of finance, School of accounting, Southwest University of Finance and economics; Currently, he is an independent director of Sichuan Dawn Precision Technology Co.Ltd(300780) , Sichuan Jule Food Co., Ltd. Changhong Huayi Compressor Co.Ltd(000404) , Sichuan Kelun Pharmaceutical Co.Ltd(002422) and an external director of Sichuan shangchuanrong Holding Co., Ltd. and has been an independent director of Sichuan Tianwei Electronic Co.Ltd(688511) since June 2020.
2、 Performance of independent directors in 2021
(I) participation in the general meeting of shareholders and the board of directors in 2021
In 2021, the company held five Board meetings and one general meeting of shareholders. The attendance is as follows:
Board of directors and general meeting of shareholders
Independent director
The number of times that the company should attend the entrusted shareholders' meeting in absentia this year
Number of board meetings
Dawn 5 0 0 1
Qi Kangcheng 55001
Ren Shichi 55001
We carefully reviewed the meeting proposals and relevant materials, communicated with the company's management, used our professional knowledge and professional experience to participate in the discussion of various proposals and put forward suggestions, which provided important reference for the scientific decision-making of the company's board of directors. In 2021, the convening and convening procedures of the board of directors and the general meeting of shareholders were in line with the provisions of the company law and the articles of association. Necessary procedures were performed for major issues and other decisions, and we exercised our voting rights carefully and independently.
(II) operation of special committees of the board of directors
The board of directors of the company consists of four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. According to the resumes and expertise of independent directors, we serve as the chairman or member of each professional committee. As a member of the special committee of the board of directors, we convened and participated in the meeting of the special committee in accordance with the standards for the governance of listed companies and other relevant laws and regulations and the articles of association and in combination with the actual situation of the company. The special committees reviewed the major issues of the company and put forward opinions and suggestions to the board of directors after reaching opinions.
During the reporting period, the special committee of the board of directors held 7 meetings, including 4 meetings of the audit committee, 1 meeting of the remuneration and assessment committee, 2 meetings of the strategy committee and no meeting of the nomination committee. We all attended relevant meetings in person and actively participated in the discussion and deliberation of relevant proposals.
(III) site investigation
In 2021, we maintained close contact with other directors, senior executives and relevant staff of the company by means of video conference, telephone, e-mail and other means, and made full use of the opportunity to participate in the on-site meeting to visit and investigate the company, deeply understand the company's operation, management and financial status and the progress of major events, and master the company's operation and standardized operation. At the same time, we keep paying attention to the impact of the external environment on the company and urge the company to standardize its operation. The company's management attaches great importance to communication with us, actively reports the progress of major matters related to the company's production and operation, solicits our professional opinions, and timely implements our suggestions, providing necessary cooperation and support for us to better perform our duties.
3、 Key issues of independent directors' performance in 2021
(I) related party transactions
In strict accordance with the company's measures for the administration of related party transactions and relevant laws and regulations, the independent directors of the company made a prudent judgment on whether there were related party transactions and the specific conditions of related party transactions in the production and operation process of the company. During the reporting period, the company had no related party transactions.
(II) external guarantee and fund occupation
During the reporting period, the company had no external guarantee and no related parties illegally occupied the company's funds. (III) appointment or replacement of accounting firms
In 2021, the company appointed Sichuan Huaxin (Group) accounting firm (special general partnership) as the company's audit institution. Sichuan Huaxin (Group) accounting firm has the qualification to engage in securities business and rich experience and professional quality in auditing listed companies. In the process of cooperation with the company, they can adhere to the principle of independent audit, and the project personnel are independent, objective and fair, serious and responsible in the audit process, showing a good professional standard.
(IV) cash dividends and other investor returns
During the reporting period, the company did not carry out cash dividends and other investor returns.
(V) use of raised funds
During the reporting period, we reviewed the storage and use of the company's raised funds. The management, storage and use of the company's raised funds comply with the relevant regulations of the CSRC and Shanghai Stock Exchange, the use procedures of the raised funds are standardized, there is no behavior of changing the purpose of the raised funds in a disguised form, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(VI) merger and reorganization
During the reporting period, the company had no major mergers and acquisitions.
(VII) executive compensation
During the reporting period, we reviewed the salary scheme, decision-making procedures and payment of senior managers of the company, and believed that the salary implementation scheme of senior managers formulated by the company was in line with the provisions of the company's performance appraisal and salary management system, the payment standard had fulfilled the corresponding approval procedures, and the actual compensation was basically consistent with the content approved by the resolution, in line with the company law Relevant provisions of the standards for the governance of listed companies and the articles of association.
(VIII) implementation of internal control
Referring to the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, combined with its own business characteristics, the company has formulated a series of internal control rules and regulations, which have been effectively implemented, so as to ensure the standardized and effective operation and management of the company.
(IX) implementation of information disclosure
We continue to pay attention to and supervise the company's information disclosure. After listing on the science and Innovation Board of Shanghai Stock Exchange on July 30, 2021, the company can comply with the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the administrative measures for information disclosure of listed companies, and make relevant information disclosure truthfully, accurately, timely and completely.
4、 Overall evaluation and work outlook
In 2021, as an independent director of the company, based on the principles of objectivity, impartiality and independence, and in accordance with the provisions of laws and regulations, the articles of association and the management system of independent directors of the company, we earnestly performed our duties, timely understood the operation of the company, participated in the decision-making of major matters of the company, gave full play to the role of independent directors and effectively safeguarded the legitimate rights and interests of the company and the majority of investors.
In 2022, we will continue to perform our duties prudently, independently and impartially in strict accordance with relevant laws and regulations and the articles of association, strengthen communication and cooperation with other directors, supervisors and management, be diligent and conscientious, make full use of our professional knowledge and experience, provide decision-making reference suggestions for the company's board of directors, and enhance the decision-making ability and leadership level of the company's board of directors. At the same time, actively participate in the relevant training of the exchange, improve the business level, give better play to the functions and role of independent directors, protect the legitimate rights and interests of investors, especially minority shareholders, and promote the steady operation of the company.
It is hereby reported.
