Changshu Tianyin Electromechanical Co.Ltd(300342)
Report on the work of independent directors in 2021 (Fu Guanqiang)
Shareholders and shareholder representatives:
As an independent director of Changshu Tianyin Electromechanical Co.Ltd(300342) (hereinafter referred to as “the company”), during my term of office, I strictly followed the company law, the securities 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 and other laws and regulations, as well as the articles of association and the working system of independent directors, Exercise power seriously and perform duties according to law, avoid being influenced by major shareholders, actual controllers or other units or individuals with interests in the company, give full play to the role of independent directors, supervise the standardized operation of the company and safeguard the overall interests of shareholders. The basic situation of my performance of duties in 2021 is reported as follows: I. attendance at the meeting of the board of directors in 2021
In 2021, as an independent director, I shall attend 6 meetings of the board of directors, 1 annual general meeting and 1 extraordinary general meeting of shareholders. I have attended all the above meetings in person and earnestly fulfilled the obligations of independent directors. I have not been absent, entrusted others to attend or failed to attend the meeting in person for two consecutive times. Keep abreast of the company’s daily development and management meetings; Carefully review all proposals and exercise voting rights in a cautious manner; Make full use of their professional knowledge in finance to put forward reference suggestions for the company and play a positive role in the scientific decision-making of the company’s board of directors.
In my opinion, the convening and convening of the board of directors and the general meeting of shareholders, major business decisions and other major matters of the company have fulfilled the relevant examination and approval procedures, comply with the requirements of laws and regulations, and are legal and effective. During my tenure, I carefully reviewed the proposals and materials of the board of directors one by one, maintained communication with relevant personnel, and expressed my support for all the proposals under consideration on the principle of diligence and responsibility, without raising objections, objections or waivers.
2、 Opinions of independent directors
In 2021, as an independent director of the company, I adhered to my duties and expressed independent opinions on the following matters of the company in strict accordance with the requirements of the articles of association, the working system of independent directors and other relevant systems:
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 were 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
As the chairman of the audit committee, I participated in and presided over three meetings held by the audit committee in 2021, and reviewed and discussed the audit work arrangement, regular financial report, profit distribution plan, internal control, selection and employment of accounting firms in 2020. Monitored the progress of major issues such as the use of the company’s raised funds, communicated with the audit accountant, audited the 2020 financial report, reviewed the company’s quarterly and semi annual financial statements, communicated with relevant personnel on the problems found in the audit process, and earnestly fulfilled the responsibilities of the audit committee.
As a member of the remuneration and assessment committee, during the reporting period, I worked diligently and strictly in accordance with the company law, the articles of association, the rules of procedure of the board of directors and other relevant laws and regulations, put forward relevant opinions according to the actual situation of the company, fully communicated, discussed, evaluated and reviewed, and put forward reasonable suggestions. At the same time, I reviewed the background information of the nominated senior managers The remuneration system of the company’s senior managers has learned from the nominees whether the nominees are qualified, and effectively safeguarded the interests of small and medium-sized investors.
As a member of the strategic development committee, during my tenure, I made full use of my professional knowledge and combined with the actual situation of the company to put forward suggestions to the board of directors on capital operation, development strategy and other matters, which played a positive and good role in strengthening the scientificity of decision-making, improving the efficiency and quality of major decision-making, and improving the corporate governance structure.
4、 On site investigation of the company
In 2021, through reviewing documents, on-site investigation and other forms, I focused on understanding the company’s financial situation, production and operation, standardized operation and internal control, and conducted in-depth exchanges and discussions with the company’s management on the company’s operation and management and future development strategy; Keep close contact with the company’s directors, senior executives and relevant staff by telephone or e-mail, and timely learn about the progress of major matters of the company. At the same time, always pay attention to the impact of external environment and market changes on the company, as well as the reports related to the company in the media.
5、 Work done to protect the rights and interests of investors
1. Continue to pay attention to the company’s information disclosure, and urge the company to improve the company’s information disclosure management system in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem; The company is required to strictly implement the relevant provisions on information disclosure to ensure the authenticity, accuracy, integrity, timeliness and impartiality of the company’s information disclosure.
2. Perform the duties of independent directors in accordance with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations; Carefully review the proposals submitted to the board of directors for deliberation, and exercise the voting rights independently, objectively and prudently on the basis of full understanding.
3. I have actively studied relevant laws, regulations and rules, deepened my understanding and understanding of relevant laws and regulations, especially those related to regulating the corporate governance structure and protecting the interests of shareholders of the public, continuously improved my ability to protect the interests of the company and investors, and deepened my ideological awareness of consciously protecting the rights and interests of minority shareholders.
6、 Training and learning
During the reporting period, we focused on learning national laws, regulations and various rules and regulations, especially the special provisions for GEM companies; Actively participate in various training activities organized by Shenzhen Stock Exchange, securities regulatory bureau and the company; Constantly urge themselves to have an in-depth understanding and standardize the corporate governance structure, protect the rights and interests of the public shareholders, and provide better suggestions for the company’s scientific decision-making and risk prevention and control.
7、 Other work
1. There was no proposal to convene the board of directors during the reporting period;
2. There is no proposed employment or dismissal of accounting firms during the reporting period;
3. There was no independent engagement of external audit institutions and consulting institutions during the reporting period.
As an independent director of the company, I faithfully perform my duties, actively participate in the decision-making of major matters of the company, and offer advice and suggestions for the healthy development of the company. Since August 2021, I will no longer serve as an independent director of the Fourth Board of directors of the company. I sincerely wish the company continuous, stable and healthy development under the leadership of the current board of directors! At the same time, I would like to express my heartfelt thanks to the board of directors, management and relevant personnel for their active and effective cooperation and support in my work!
This report is hereby submitted for your consideration!
Board of independent directors: August 2024
