Zhejiang Yinlun Machinery Co.Ltd(002126)
Report on the work of independent directors in 2021 (Liu Haisheng)
Shareholders and representatives:
As an independent director of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company”), I faithfully perform the duties of independent directors, actively attend relevant meetings, and exercise the rights of independent directors diligently, prudently and seriously in strict accordance with the provisions and requirements of the company law, the securities law, the governance standards of listed companies, the guidance on establishing independent directors in listed companies, the articles of association and relevant laws and regulations, Effectively safeguard the interests of the company and shareholders, especially minority shareholders. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Attendance at meetings in 2021
As an independent director, I had a positive and detailed understanding of the production and operation of the whole company before the convening of the board of directors, and made full preparations for the convening of the board of directors. In my opinion, the convening and holding of the board of directors and the general meeting of shareholders in 2021 met the requirements of legal procedures, made legal and effective decision-making procedures for major business matters, and independent directors put forward professional and independent opinions and suggestions. After careful consideration of various proposals of the board of directors and other matters of the company, they all voted in favour and raised no objection. My attendance at the meeting is as follows:
Attendance at board meetings:
The number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times
12 0 0 0 no
2、 Opinions of independent directors
As an independent director of the company, I have expressed my prior approval opinions and independent opinions on the following matters in accordance with the relevant provisions of the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the guiding opinions on the establishment of independent director system in Listed Companies:
Date, session, matter and opinion type
Prior approval of the company’s consent to the transfer of the equity of Tiantai Yinxin microfinance Co., Ltd. to the eighth board of directors and related party transactions in 2021
Independent opinions on the company’s consent to transfer the equity of Tiantai Yinxin microfinance Co., Ltd. and related party transactions at the 5th meeting on February 2
The prior approval opinions on the proposal of daily related party transactions in 2021 agreed to the prior approval opinions of the eighth board of directors on the renewal of the accounting firm in 2021, and agreed to the seventh meeting on April 13
Independent opinions on the remuneration assessment scheme of directors and senior managers in 2021
Independent opinions on 2020 profit distribution plan agreed
Independent opinions on the deposit and actual use of the company’s raised funds
The independent opinion on the self-evaluation report of the company’s internal control in 2020 agrees
Independent consent opinions on external guarantee of the company and funds occupied by related parties
Independent opinion and agreement on the prediction of daily connected transactions in 2021
Independent opinion on the renewal of accounting firm
Independent consent to the opinions of the eighth board of directors in 2021 on clarifying the specific scheme of the company’s public issuance of convertible corporate bonds
The independent opinions on the listing of convertible corporate bonds issued by the company at the 10th meeting on June 2 were agreed
Independent opinions on the proposal and consent of replacing self raised funds invested in projects with raised funds in advance
In 2021, the 8th board of directors agreed to the independent opinions of the 11th meeting on June 25 on increasing the capital of Shanghai yinlun heat exchange system Co., Ltd. with the raised funds
Opinions on independent use of idle cash raised
Independent opinion on the closing of some raised and invested projects of non-public offering of shares in 2017 and the surplus agreed to permanently supplement the working capital with the raised funds of the eighth board of directors in 2021
Independent opinions of the 12th meeting on increasing the implementation location and subject of the public offering of convertible bonds raised investment project (new energy passenger vehicle heat pump air conditioning system project) on July 23
Independent opinions agreed in the special report on the deposit and use of raised funds in the half year of 2021
Statement of the 13th special meeting of shareholders and other related parties on the occupation of external funds of the independent holding company on August 27, 2021
Independent opinions on the use of raised funds to agree to the capital increase of Zhejiang yinlun new energy heat management system Co., Ltd
The independent opinions of the 8th board of directors on the extension of some investment projects with raised funds in 2021 agreed to the 16th meeting on December 20
3、 Work done in protecting the legitimate rights and interests of investors
I carefully reviewed all proposals and relevant annexes submitted to the board of directors for deliberation, paid special attention to the impact of relevant proposals on the interests of social public shareholders, safeguarded the legitimate rights and interests of the company and minority shareholders, inquired from relevant personnel, obtained the information required for decision-making, conducted in-depth investigation, and then exercised the voting right independently, objectively and prudently.
I took the initiative to strengthen the communication and contact with the company’s directors, supervisors, senior managers, accountants, internal audit department and other relevant personnel and departments, actively understand the latest operation status of the company, and timely put forward reasonable opinions and suggestions, which effectively reduced the operation cost and risk of the company.
Continue to pay attention to the information disclosure of the company, ensure that the company can standardize the information disclosure in accordance with the administrative measures for information disclosure of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association, and promote the standardized operation of the company in accordance with the law.
Carefully supervise the preparation of the annual report, fully communicate with accountants, pay attention to the work arrangement and audit progress of the preparation of the annual report, and ensure that the annual report and audit report of the company fully reflect the real situation of the company.
4、 On site investigation of the company
During the reporting period, I actively participated in the investigation of the company’s operation and management. At the same time, I made use of my professional advantages to put forward professional suggestions on the company’s financial situation and accounting, actively carried out exchanges and communication with the company’s directors, supervisors and senior executives, and was recognized and implemented by the board of directors and the company’s management.
5、 Performance of professional committees
As the convener of the audit committee, I actively participated in the meetings of the audit committee, reviewed the company’s quarterly internal audit reports, supervised, inspected and improved the internal audit system and its implementation, and reviewed the company’s financial information and its disclosure in accordance with the provisions of the independent director system, the working rules of the audit committee and other relevant systems, Earnestly fulfilled the responsibilities and obligations of the convener of the audit committee of the board of directors.
As the convener of the remuneration and assessment committee and a member of the nomination committee, I actively paid attention to the appointment of directors and senior managers of the company, checked the performance of directors and senior managers, assessed the performance of non independent directors and senior managers of the company in 2021, and considered the bonus and salary distribution of non independent directors and senior managers, Earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee.
6、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to convene an extraordinary general meeting of shareholders;
3. There is no proposal to hire or dismiss an accounting firm;
4. There are no independent external audit institutions and consulting institutions;
7、 Contact information
E-mail: h9696126.com.
The above is my report on my performance of duties in 2021. I would like to thank the board of directors, the management and other staff of the company for their support in performing the work of independent directors in 2021!
Independent director: Liu Haisheng
April 12, 2022
Zhejiang Yinlun Machinery Co.Ltd(002126)
Report on the work of independent directors in 2021 (Peng Yinghong)
Shareholders and representatives:
As an independent director of Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as “the company”), I faithfully perform the duties of independent directors, actively attend relevant meetings, and exercise the rights of independent directors diligently, prudently and seriously in strict accordance with the provisions and requirements of the company law, the securities law, the governance standards of listed companies, the guidance on establishing independent directors in listed companies, the articles of association and relevant laws and regulations, Effectively safeguard the interests of the company and shareholders, especially minority shareholders. The performance of the duties of independent directors in 2021 is reported as follows:
1、 Attendance at meetings in 2021
In 2021, I attended the board of directors held by the company on time and actively attended the general meeting of shareholders with a diligent and responsible attitude. Before the board meeting, take the initiative to understand relevant information and materials, understand the production and operation of the company, and communicate with relevant personnel. Carefully listened to and deliberated each proposal at the meeting, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in making scientific decisions for the board of directors of the company.
Attendance at board meetings:
The number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times the board of directors should attend the meeting in person, the number of times
12 0 0 0 no
1. There is no objection to the proposals of the board of directors and other matters of the company;
2. Voted in favor of the relevant proposals considered at each board meeting;
2、 Opinions of independent directors
As an independent director of the company, I have expressed my prior approval opinions and independent opinions on the following matters in accordance with the relevant provisions of the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board and the guiding opinions on the establishment of independent director system in Listed Companies:
Date, session, matter and opinion type
Prior approval on the transfer of shares of Tiantai Yinxin microfinance Co., Ltd. to the eighth board of directors in 2021 and related party transactions
Independent opinions on the transfer of the consent right of the company to Tiantai Yinxin microfinance Co., Ltd. and related party transactions at the 5th meeting on February 2
The eighth board of directors in 2021 approved the proposal on the prediction of daily connected transactions in 2021 in advance
On April 13, the seventh meeting agreed on the prior approval of the renewal of the accounting firm
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