Changshu Tianyin Electromechanical Co.Ltd(300342)
Report on the work of independent directors in 2021 (ren DI)
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
I have been an independent director of the company since August 2021. During this period, I shall attend one meeting of the board of directors and one extraordinary general meeting of shareholders. I have attended 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 meetings in person for two consecutive times. At the meeting of the board of directors, communicate with the company’s management to timely understand the company’s development plan and daily operation; 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, meet 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
Since I took office in August 2021, until the end of 2021, the company has no major matters requiring the opinions of independent directors. Therefore, I have not expressed independent opinions on the matters considered at the meeting in 2021.
3、 Performance of special committees of the board of directors
As the chairman of the audit committee, the member of the strategy committee and the member of the remuneration and assessment committee of the company, I have held one audit committee since taking office in August 2021, and there is no meeting of other special committees.
As the chairman of the audit committee, I attended and presided over one meeting held by the Audit Committee during the reporting period, deliberated and adopted the proposal on Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 third quarter report “and the internal audit of the internal audit department in the third quarter of 2021. After consulting the company’s financial data, I communicated with relevant personnel on the problems found in the audit process, We learned about the company’s business and operation from the company’s management, reviewed the work report of the company’s internal audit department, guided the internal audit work, and earnestly fulfilled the responsibilities of the audit committee.
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. Perform their duties in strict accordance with relevant laws and regulations, working rules for independent directors and the articles of association, participate in the board of directors on time, review the materials provided in advance for the proposals to be considered by the board of directors, and make independent and impartial judgments by using their own professional knowledge. When expressing independent opinions, it shall not be affected by the company and major shareholders, and effectively protect the interests of minority shareholders.
2. Deeply understand the improvement and implementation of the company’s production, operation, management and internal control systems, the implementation of resolutions of the board of directors, financial management, related party transactions, business development and the progress of investment projects, consult relevant materials, maintain communication with relevant management personnel, and pay attention to the company’s operation and internal control. 3. Continue to pay attention to corporate governance and information disclosure, urge the company to continuously standardize its operation in strict accordance with the requirements of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the administrative measures for information disclosure, improve the level of governance, and make the information disclosure true, accurate, complete, timely and fair, Earnestly fulfill the obligations of information disclosure of listed companies.
4. Always pay attention to the changes of corresponding systems and regulations, continuously improve the ability to perform duties by strengthening their own learning, follow up and master the changes of laws and regulations, strengthen the ability to protect the rights and interests of investors, and strive to provide better opinions and suggestions for the company’s scientific decision-making and risk prevention.
6、 Training and learning
During the reporting period, I 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. In 2021, I did not raise any objection to the proposal of the board meeting this year.
2. In 2021, I did not propose to convene the board of directors.
3. In 2021, I did not propose to hire an external audit and consulting agency independently.
In 2022, I will continue to use my professional knowledge and experience to provide more constructive suggestions for the development of the company and promote the sustainable, stable and healthy development of the company in the spirit of good faith and diligence, in accordance with the provisions and requirements of laws, regulations and the articles of Association; Objectively, fairly and independently perform the obligations of independent directors, give full play to the role of independent directors, and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
This report is hereby submitted for your consideration!
Changshu Tianyin Electromechanical Co.Ltd(300342) independent director of the board of directors: Ren Di April 8, 2022
