Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
Report on the work of independent directors in 2021
(Yu Yingmin)
Shareholders and shareholder representatives:
As an independent director of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as "the company"), I have actively played the role of independent directors and earnestly fulfilled the responsibilities and obligations of independent directors in accordance with the provisions of the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies and the articles of association. In my work in 2021, I carefully considered the proposals of the board of directors and the special committee of the board of directors, gave prior approval and independent opinions on relevant matters, actively participated in the company's development strategy, operation and management and the selection of senior executives, played the independent and professional role of independent directors and safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows:
1、 Attendance at the board of directors and shareholders' meeting
1. Attendance at the board of directors
In 2021, the company held 11 meetings of the board of directors. During the performance period, as an independent director, I earnestly performed my duties, took the initiative to understand the situation and obtain the information required before making decisions before the board of directors, reviewed the relevant materials of the meeting in detail, attended the board of directors on time, expressed consent to the relevant proposals, and expressed prior approval and independent opinions on the relevant proposals.
2. Attendance at the general meeting of shareholders
In 2021, the company held two general meetings of shareholders. I was unable to attend the general meeting of shareholders due to work reasons. Before the meeting, I submitted a leave slip to the board of directors in accordance with relevant procedures.
2、 Opinions on major issues of the company
In 2021, in accordance with the requirements of relevant laws, regulations and the company's internal rules, I earnestly and diligently performed my duties, paid close attention to the company's standardized operation, operation and management, financial status, profit distribution, related party transactions, external guarantees and other major matters, strengthened communication with the company's management and relevant departments, and put forward constructive opinions and suggestions for the company's business development and standardized operation, The role of independent directors in corporate governance has been brought into full play and the interests of the company and shareholders, especially minority shareholders, have been effectively safeguarded. On this basis, I and other independent directors have carefully and prudently expressed their prior approval opinions and independent opinions on the important matters of the company in 2021. See the table below for details:
Serial number comment time event type
1. Independent opinion on the company's proposed provision for asset impairment in 2020 on February 27, 2021
2. Special instructions and independent opinions on the company's external guarantees and occupation of funds of related parties in 2020 on April 16, 2021
3. Independent opinion on 2020 profit distribution plan of the company on April 16, 2021
4. Independent opinions on the company's 2020 internal control self-evaluation report on April 16, 2021
5. Opinions of independent directors on the company's shareholder return plan for the next three years (20212023) on April 16, 2021
On June, the company approved the appointment of the audit institution in 2021 in advance. For the opinions on prior approval, see 2021 4 16
7. Independent opinion on the company's appointment of audit institution in 2021 on April 16, 2021
Independent opinion on the remuneration of directors and senior managers of the company in 20202021 4 16 independent opinion
9. Independent opinion on accounting policy changes of the company on April 16, 2021
Independent opinion on the company's purchase of liability insurance for directors, supervisors and senior managers 102021 4 16
11. Independent opinion on the appointment of senior managers by the company on May 28, 2021
12. Independent opinion on the appointment of senior managers by the company on August 3, 2021
Prior approval opinions on the related party transactions between the company and Shenzhen rentong Intelligent Technology Co., Ltd. on August 24, 2021
Prior approval opinions on the company's application for credit from the bank and acceptance of guarantee from related parties on August 24, 202114 prior approval opinions
About the controlling shareholders and other related parties of the company from January to June 2021
15. Special description and independent opinions on the occupation of the company's funds and the company's external guarantee on August 25, 2021
Independent opinion of August 25, 2021 on the provision of the company's Quasi independent opinion on the reversal of asset impairment from January to June 2021
Independent opinion on the affiliated transaction between the company and Shenzhen rentong Intelligent Technology Co., Ltd. on August 25, 2021
Independent opinion on the company's application for credit from the bank and acceptance of guarantee from related parties on August 25, 202118 independent opinion
19. Independent opinion on the change of the company's chief financial officer on September 15, 2021
Serial number comment time event type
On October 25, 2021, the company's prior approval opinion on adjusting the amount of related party transactions with Shenzhen rentong Intelligent Technology Co., Ltd. 20
Independent opinion on October 26, 2021 on the company's adjustment of the amount of connected transactions with Shenzhen rentong Intelligent Technology Co., Ltd
Prior approval opinions on the company's application for credit from the bank and acceptance of guarantee from related parties on November 24, 202122 prior approval opinions
Prior approval opinions on related party transactions between the wholly-owned subsidiary and Guangdong Dadao Intelligent Machinery Manufacturing Co., Ltd. 23 on November 24, 2021
Independent opinion on the company's application for credit from the bank and acceptance of guarantee from related parties on November 25, 202124 independent opinion
Independent opinion on the related party transactions between the wholly-owned subsidiary and Guangdong Dadao Intelligent Machinery Manufacturing Co., Ltd. on November 25, 2021
3、 Participation in meetings of special committees of the board of directors
The board of directors of the company consists of four special committees: Audit Committee, strategy committee, salary and assessment committee and Nomination Committee.
In 2021, in accordance with the company law and the articles of association, the rules of procedure of the strategy committee of the board of directors, the rules of procedure of the audit committee of the board of directors, the rules of procedure of the remuneration and assessment committee of the board of directors, the rules of procedure of the nomination committee of the board of directors and other relevant provisions, all special committees of the board of directors actively and seriously performed their duties and promoted the standardized operation of the company. I serve as the chairman of the audit committee and the remuneration and assessment committee respectively. My performance of duties is as follows:
Name of meeting number of meetings number of attendance number of times of leave voting
The audit committee of the board of directors agrees
The remuneration and assessment committee of the board of directors agrees
1. Attendance at the audit committee of the board of directors
During the reporting period, the audit committee of the board of directors held five meetings to conduct special discussions and deliberations on the company's financial report and internal control self-evaluation report in 2020, the first quarter of 2021, the half year of 2021 and the third quarter of 2021, the provision for asset impairment, the renewal of the appointment of audit institutions, and the company's internal audit work report. As the chairman of the audit committee, I presided over and participated in the daily work and relevant meetings of the audit committee in strict accordance with the guidelines for self regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the company's working system of independent directors and the rules of procedure of the audit committee of the board of directors, carefully considered relevant matters, and diligently played the supervisory role of independent directors, Earnestly fulfilled the duties of the chairman of the audit committee.
2. Attendance at the remuneration and assessment committee of the board of directors
During the reporting period, the remuneration and assessment committee of the board of directors held a meeting to verify and review the remuneration of directors and senior managers in 2020, and formed written opinions and submitted them to the board of directors of the company for consideration. As the chairman of the remuneration and appraisal committee, I presided over and participated in the daily work and relevant meetings of the remuneration and appraisal committee in strict accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the company's working system for independent directors and the rules of procedure of the remuneration and appraisal committee of the board of directors, and earnestly performed the duties of the chairman of the nomination committee.
4、 On site investigation of the company
In 2021, during my tenure, I actively understood the improvement and implementation of the company's operation, management and internal control systems, the implementation of the resolutions of the board of directors, the performance of directors and senior managers, consulted relevant materials, communicated with relevant personnel, paid attention to the company's operation and governance, and found no abnormalities. 5、 Work on protecting the rights and interests of investors
1. Supervision of the company's information disclosure
During the reporting period, I continued to pay attention to the company's information disclosure, actively performed the responsibility of verifying and urging the company to disclose information accurately, completely and in time, and effectively safeguarded the interests of the company and shareholders, especially minority shareholders. In 2021, the company was able to standardize information disclosure in strict accordance with the administrative measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, promote the company's standardized operation in accordance with the law, safeguard the legitimate rights and interests of the company's shareholders and their stakeholders, and ensure the authenticity, accuracy, integrity, timeliness and fairness of the disclosed information.
2. Perform duties diligently and express opinions objectively
During the reporting period, I participated in the meetings of the board of directors and its special committees on time in accordance with the provisions of the company's working system for independent directors, carefully considered various proposals, objectively expressed my opinions and views, made independent and impartial judgments with my professional knowledge, and effectively protected the interests of the company's shareholders, especially small and medium-sized shareholders.
3. Improve the compliance ability to protect the shareholders' rights and interests of the public
In 2021, by actively participating in the training of relevant laws, regulations and rules, I deepened 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, and continuously improved my ability to perform my duties, so as to effectively strengthen the ability to protect the interests of the company and investors and form the ideological consciousness of consciously protecting the rights and interests of social public shareholders.
6、 Independence statement
As of the date of issuance of this report, I have maintained my status as an independent director and the independence conditions for performing my duties. The statements and commitments of independent director candidates have not changed and are not affected by the major shareholders, actual controllers or other units or individuals with interests in the listed company.
7、 Other working conditions
In 2021, as an independent director, I did not independently or jointly with other independent directors exercise special powers such as proposing to convene the board of directors, proposing to convene an extraordinary general meeting of shareholders to the board of directors, independently hiring external audit institutions and consulting institutions to audit and consult on specific matters of the company.
In 2021, I actively participated in the company's financial management, operation management, selection of senior executives and other work, and used professional knowledge to provide advice and suggestions for the company, which promoted the scientificity and efficiency of the decision-making of the company's board of directors; In the process of performing my duties with other independent directors, the board of directors, management and relevant personnel of the company have given me active and effective cooperation and support. I would like to express my gratitude.
In 2022, as an independent director, I will continue to be strict with other independent directors
