Changshu Tianyin Electromechanical Co.Ltd(300342)
Report on the work of independent directors in 2021 (Wu Shangjie)
Dear shareholders and shareholder representatives
hello everyone! As an independent director of Changshu Tianyin Electromechanical Co.Ltd(300342) (hereinafter referred to as “the company”), I strictly comply with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, and the guiding opinions on the establishment of independent director system in listed companies According to the provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the articles of association, the system of independent directors and other relevant laws, regulations and rules, in the work of 2021, he was faithful, diligent and conscientious, actively attended all meetings of the board of directors and general meetings of shareholders, carefully considered all proposals of the board of directors and expressed independent, objective and professional opinions, Effectively safeguard the interests of the company and shareholders, especially minority shareholders.
I hereby report my performance of duties as an independent director in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the company held 7 meetings of the board of directors, 6 of which should be attended by myself and 6 actually attended; The general meeting of shareholders has been held for 3 times in total. I should attend 2 times and actually attend 2 times. I believe that the operation of the board of directors and the general meeting of shareholders of the company complies with the legal procedures, the relevant approval procedures have been performed for major business decision-making and other major matters, and the resulting resolutions are legal and effective. In a prudent attitude, I voted in favour of all proposals submitted by each board of directors after deliberation, and there was no objection or waiver.
2、 Independent opinions
During the reporting period, I carefully deliberated on the relevant matters of the company and expressed the following independent opinions: 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.
Based on my independent judgment, I believe that the above matters of the company comply with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, reflect the principles of openness, fairness and impartiality, and the procedures for the company’s deliberation and voting on major matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3、 Performance of the special committee and work of the annual report
The board of directors of the company has established four special committees: audit, nomination, salary and assessment and strategy. As a member of the nomination committee of the board of directors and the director of the remuneration and assessment committee, I mainly performed the following duties in 2021: 1. As a member of the nomination committee of the board of directors, the nomination committee held three meetings in strict accordance with the working rules of the nomination committee of the board of directors during the reporting period. First, I reviewed the 2020 work report of the nomination committee, The meeting deliberated and approved the proposal on the 2020 annual work report of the nomination committee of the Fourth Board of directors, and the proposal on the by election of Mr. Li Heng as a non independent director of the Fourth Board of directors, the proposal on the by election of an independent director of the Fourth Board of directors, the proposal on the appointment of the chief financial officer of the company, and the proposal on the appointment of senior managers of the company, The nomination committee made suggestions on the selection and standards of non independent director candidates, independent director candidates, chief financial officer and senior managers nominated by the Fourth Board of directors, carefully reviewed the qualifications of each candidate, submitted them to the board of directors for deliberation, and fulfilled the professional responsibilities of the members of the nomination committee.
2. As the director of the remuneration and appraisal committee, I presided over and participated in two meetings of the remuneration and appraisal committee in strict accordance with the articles of association and the working rules of the remuneration and appraisal committee of the board of directors, diligently performed my duties, organized and implemented the annual and tenure remuneration appraisal of the company’s directors and executives, and reviewed the annual remuneration of the company’s directors and executives, It is considered that the determination and payment of their salary standard and total annual salary are combined with their respective post performance, in line with the company’s salary management regulations, and the assessment scheme is reasonable and effective. 4、 On site investigation of the company
In 2021, I took advantage of attending the board of directors, the general meeting of shareholders and other times to make an on-site investigation of the company, understand the operation, financial situation and governance of the company, maintain close contact with other directors, senior managers and relevant staff of the company, pay timely attention to the impact of external environment and market changes on the company, pay attention to relevant reports, and understand the progress of major events of the company.
5、 Work done to protect the rights and interests of investors
1. Perform duties diligently and express opinions objectively
As an independent director of the company, I perform my duties in strict accordance with the provisions of relevant laws and regulations, the articles of association and the working system of independent directors of the company, attend the meeting of the board of directors of the company on time, carefully consider various proposals, objectively express my opinions and views, make independent and impartial judgments by using my professional knowledge, and effectively protect the interests of minority shareholders.
2. Continue to pay attention to the company’s information disclosure
During the reporting period, I actively supervised the timeliness, accuracy, integrity and authenticity of the company’s information disclosure, promoted the company to timely and accurately disclose periodic reports and other matters that have a significant impact on the company, and let the public shareholders know the latest situation of the company in time.
3. Improve their ability to perform their duties
I actively study the latest laws, regulations and various rules and regulations, actively participate in various trainings, deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, actively participate in relevant trainings organized by the company in various ways, and form the ideological consciousness of consciously protecting the rights and interests of social public shareholders, Provide better opinions and suggestions for the company in scientific decision-making and further improving the corporate governance structure.
6、 Other work conditions of myself
1. During the reporting period, there was no objection to the proposal of the board of directors and other matters not proposed by the board of directors;
2. During the reporting period, there was no proposal to convene the board of directors;
3. During the reporting period, there was no proposal to hire or dismiss an accounting firm;
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. Since August 2021, I will no longer serve as an independent director of the Fourth Board of directors of the company. In the future, I will continue to pay attention to the development of the company and wish the company sustainable, stable and healthy development under the leadership of the current board of directors!
Special report, please review!
Changshu Tianyin Electromechanical Co.Ltd(300342) independent director of the board of directors: Wu Shangjie April 8, 2022
