Changshu Tianyin Electromechanical Co.Ltd(300342)
Report on the work of independent directors in 2021 (Zhang Mengyou)
Shareholders and shareholder representatives:
I am an independent director of Changshu Tianyin Electromechanical Co.Ltd(300342) (hereinafter referred to as “the company”). As an independent director of the company, I strictly comply with the provisions and requirements of the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, guidance on establishing an independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of public shareholders, the articles of association, the independent director system and other relevant laws, regulations and rules, Faithfully performed the duties of independent directors, diligently and conscientiously performed the powers conferred by relevant regulations, actively participated in the board of directors and shareholders’ meeting of the company in 2021, carefully considered various proposals of the board of directors, expressed independent opinions on relevant matters, 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 on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at board meetings in 2021
During the tenure of office in the reporting period, the company held 7 Board meetings, 1 annual general meeting and 2 extraordinary general meetings, all of which were attended in person. Before the meeting of the board of directors, I carefully read the relevant materials provided by the company, study the decision-making matters, understand the operation and operation of the company, and make full preparations for participating in the important decisions of the company. At the meeting, I carefully considered various topics, actively participated in the discussion and put forward reasonable suggestions, issued prior approval opinions and independent opinions on relevant matters, earnestly exercised my voting rights, and played a positive role in making correct decisions for the board of directors of the company. In 2021, after careful deliberation, I voted in favour of all the proposals submitted to the board of directors, without objection or abstention. At the same time, the company has given great support to my work, and there is no situation that prevents independent directors from making independent judgment.
2、 Opinions of independent directors
During my tenure in 2021, in accordance with the requirements of the company law and the working system of independent directors, I carefully considered various proposals put forward by the board of directors, listened to the reports of relevant personnel of the company regularly, and focused on strengthening the on-site investigation of the company, timely understand the dynamics of the company, deeply understand the operation and management of the company, provide advice for the long-term development and management of the company, and provide reference for the decision-making of the board of directors. During the reporting period, during my tenure, I expressed “agreed” independent opinions on the following matters, as follows:
1. On April 8, 2021, at the 13th meeting of the Fourth Board of directors, I made a report on the company’s profit distribution plan in 2020, the special report on the storage and use of raised funds in 2020, the self-evaluation report on internal control in 2020, the occupation of the company’s funds by the company’s controlling shareholders and other related parties, the company’s external guarantee The company’s related party transactions in 2020 and the renewal of the appointment of the audit institution in 2021, a total of 6 matters, have issued prior approval opinions and agreed independent opinions.
2. On April 12, 2021, at the 14th meeting of the Fourth Board of directors, I expressed my independent opinions on the election of the chairman of the company and the by election of non independent directors of the Fourth Board of directors. 3. On June 18, 2021, at the 17th meeting of the Fourth Board of directors, I expressed my independent opinions on adjusting the equity structure of subsidiaries and increasing capital to subsidiaries.
4. On August 9, 2021, at the 18th meeting of the 4th board of directors, I issued a special explanation on the occupation of the company’s funds by the controlling shareholders and other related parties, the company’s external guarantees, and the company’s independent opinions on the absence of the above situations and related transactions, as well as on the matters of by election of independent directors, appointment of chief financial officer, appointment of senior managers They expressed their independent opinions on adjusting the remuneration of senior managers and changing the purpose of share repurchase.
The above opinions have been announced on the gem information disclosure website designated by the CSRC. In addition to the above matters, the company has no other major matters requiring independent opinions.
3、 Performance of special committees of the board of directors
The board of directors of the company has established four special committees: strategy, audit, nomination, remuneration and assessment. I was elected as the chairman of the nomination committee and served as a member of the audit committee and the strategy committee. During the reporting period, I reviewed the company’s periodic report, profit distribution plan, appointment of non independent directors, capital operation, asset management, long-term development strategic planning and other related matters in accordance with the relevant requirements of the implementation rules of each special committee, and put forward the opinions of the special committee to the board of directors after reaching opinions.
As the chairman of the nomination committee of the company, I have paid close attention to the selection criteria and procedures of the company’s directors, supervisors and senior managers in strict accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association and the working rules of the nomination committee of the board of directors The supervisors and senior managers communicated with each other, safeguarded the rights and interests of the company and shareholders, and earnestly fulfilled the responsibilities and obligations of the members of the nomination committee.
As a member of the audit committee of the company, I actively perform my duties in accordance with the provisions of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association, the working rules of the audit committee of the board of directors and other relevant systems. Carefully reviewed the company’s financial and operating conditions, focusing on the use of the company’s raised funds. Evaluate the audit services provided by zhongxinghua Certified Public Accountants (special general partnership) to the company in 2021, and provide suggestions on the renewal of the accounting firm.
As a member of the company’s strategy committee, I have studied and put forward suggestions on the company’s long-term development strategy plan in strict accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, the articles of association, and the working rules of the strategy committee of the board of directors, Studied and made suggestions on major investment and financing plans that must be approved by the board of directors as stipulated in the articles of association, and earnestly fulfilled the responsibilities and obligations of the members of the strategy committee.
4、 On site investigation of the company
In 2021, I made many on-site visits to the company, focusing on the company’s production and operation, management, internal control and other system construction and implementation, and the implementation of the resolutions of the board of directors; And through telephone and email, keep close contact with other directors, senior managers and relevant staff of the company, 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.
5、 Work done to protect the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure work, so that the company can complete the information disclosure work in a true, timely and complete manner in strict accordance with the Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the relevant provisions of the company’s information disclosure management measures.
2. Perform the duties of independent directors in accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other laws and regulations; At the same time, I always adhere to the principle of prudence, diligence and loyalty, actively study relevant laws, regulations and rules, further improve my professional level, strengthen communication with other directors, supervisors and management, improve my decision-making ability, objectively and fairly protect the legitimate rights and interests of investors, especially small and medium-sized shareholders, and play a due role in promoting the steady operation of the company and creating good performance.
6、 Training and learning
Since I became an independent director, I have focused on learning the latest laws, regulations and various rules and regulations. I have paid more attention to the relevant laws and policies of listed companies, as well as the relevant laws and regulations on standardizing the corporate governance structure, protecting the social public and protecting the rights and interests of shareholders. I actively participated in the training of relevant independent directors or directors organized by Shenzhen Stock Exchange, Jiangsu securities regulatory bureau, listed company association and other institutions, more comprehensively understood the management systems of listed companies, continuously improved my ability to perform my duties, formed the ideological awareness of consciously protecting the rights and interests of social public shareholders, provided better opinions and suggestions for the scientific decision-making and risk prevention of the company, and promoted the further standardized operation of the company.
7、 Other work
1. During the reporting period, there was no objection to the proposal of the board meeting and other matters not proposed by the board meeting in this year;
2. During the reporting period, there was no proposal to convene the board of directors;
3. During the reporting period, there was no proposed employment or dismissal of accounting firms;
4. During the reporting period, there was no independent engagement of external audit institutions and consulting institutions.
In 2021, I would like to pay tribute and sincerely thank the board of directors, the management team and relevant personnel of the company for their active and effective cooperation and support in the performance of their duties. In the new year, I will continue to perform my duties diligently and faithfully, give full play to the role of independent directors in strict accordance with the requirements of laws and regulations, use my professional knowledge and experience to provide reference for the scientific decision-making of the board of directors, improve the decision-making level of the company, and safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
This report is hereby submitted for your consideration!
Changshu Tianyin Electromechanical Co.Ltd(300342) independent director of the board of directors: Zhang Mengyou April 8, 2022
