Changshu Guorui Technology Co.Ltd(300600)
Work report of independent directors
(Wang Yishu)
As an independent director of Changshu Guorui Technology Co.Ltd(300600) (hereinafter referred to as “the company” or “the company”), I have 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 According to the working system of independent directors and other regulations, they should exercise their powers carefully and perform their duties according to law, so as to be free from the influence and influence of the company’s major shareholders, actual controllers or other units or individuals with interests with 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. I hereby report my basic performance of duties in 2021 as follows:
1、 Attendance
In 2021, since the establishment of the Fourth Board of directors, the company has held three board meetings and one general meeting of shareholders. I attended three board meetings and the general meeting of shareholders on time and on site. I have attended the above meetings in person and have not been absent, entrusted others to attend or failed to attend the meetings in person for two consecutive times. At the same time, I carefully considered the relevant proposals considered by the board of directors and the general meeting of shareholders, maintained full communication with the company’s management, put forward reasonable suggestions, and exercised the voting right with a cautious attitude. After careful and independent research and judgment, I voted in favor of all proposals considered by the board of directors of the company in 2021, and there was no objection, objection or waiver.
2、 Independent opinions issued in 2021
During the term of office of the company in 2021, independent directors recognized and expressed opinions on major matters of the company in advance, giving full play to the professional advantages of independent directors.
I believe that the major matters considered by the company in 2021 are in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, reflecting the principles of openness, fairness and impartiality. The company’s procedures for considering and voting on major matters are legal and effective. When considering related matters, the related directors and related shareholders avoided voting, and there is no situation damaging the interests of the company and all shareholders.
3、 On site investigation of the company
In 2021, I made an on-site inspection on the company, focusing on the personnel management, post responsibility assessment and the implementation of the resolutions of the board of directors; And through telephone and email, keep close contact with other directors, senior managers and relevant staff of the company, always pay attention to the relevant reports of the media and network on the company, timely learn the progress of major matters of the company and master the business dynamics of the company.
4、 Work of special committees of the board of directors
The board of directors of the company has established four special committees: strategy, nomination, remuneration and assessment and audit. I am the chairman of the audit committee, the member of the nomination committee and the member of the remuneration and assessment committee. In 2021, during my tenure, all special committees held meetings on relevant matters of the company. I actively participated in the meetings and performed relevant responsibilities.
As the director member of the audit committee, I organize the work of the audit committee, review the internal audit and periodic reports of the company, supervise the progress of the audit work, supervise the internal audit department and its work, strengthen the communication between external audit and internal audit, review the major financial information disclosure of the company, and supervise the internal control system of the company, Give play to the supervisory role of the audit committee.
As a member of the nomination committee, I carry out work in strict accordance with the provisions of the working rules for independent directors, the working rules for the nomination committee and other relevant systems, organize and participate in the work of the nomination committee. On the basis of fully understanding the background of the nominee’s education and work, I carefully review, search for excellent talents for the company, and actively perform the duties of the nomination committee according to the actual situation of the company.
As a member of the remuneration and assessment committee, I formulate and review the remuneration policies and assessment schemes of the directors and senior managers of the company according to the requirements of the detailed rules of the remuneration and assessment committee, evaluate and review the work of the directors and senior managers according to the performance evaluation standards, put forward reasonable suggestions, and actively perform the duties of the members of the remuneration and assessment committee.
5、 Training and learning
In 2021, I carefully studied the relevant laws, regulations and relevant documents of China Securities Regulatory Commission, Jiangsu securities regulatory bureau and Shenzhen Stock Exchange, deepened my understanding and understanding of relevant laws and regulations such as regulating corporate governance and protecting the interests of public shareholders, continuously improved my ability to perform my duties, provided better opinions and suggestions for the company’s scientific decision-making and risk prevention, and effectively strengthened the ability to protect the legitimate rights and interests of the company and investors.
6、 Other working conditions
1. No independent directors proposed to convene the board of directors;
2. No independent director proposes to hire or dismiss an accounting firm;
3. There are no external audit institutions and consulting institutions employed by independent directors.
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. In 2022, I will spare more time to understand the company’s business, study laws and regulations and documents on strengthening supervision of listed companies, continue to perform the duties of independent directors in the spirit of integrity and diligence, in accordance with the provisions and requirements of laws, regulations and the articles of association, give full play to the role of independent directors, and resolutely safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. At the same time, make use of their professional knowledge and experience to provide more constructive opinions and suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, and promote the company to become stronger and bigger, and develop continuously and healthily. It is hereby reported.
Independent director: April 26, 2022
