Tongyu Communication Inc(002792)
Report on the work of independent directors in 2021
(independent director Gong Shuxi)
Shareholders and shareholder representatives:
As an independent director of the Fourth Board of directors of Tongyu Communication Inc(002792) (hereinafter referred to as “the company”), I served as the chairman of the nomination committee and a member of the strategy committee and the audit committee. In my work in 2021 (hereinafter referred to as “the year”), I worked diligently, dutifully and in strict accordance with the provisions of the company law, the articles of association, the working system of Tongyu Communication Inc(002792) independent directors and other relevant laws and regulations The independent board of directors deliberated on various independent matters of the company and played a positive role in safeguarding the independent interests of the company. I hereby report my performance of the duties of independent directors in 2021 as follows: I. attendance at the meeting
The company held 6 meetings of the board of directors and 3 general meetings of shareholders in total this year. I actively participated in each board meeting and attended the general meeting of shareholders. During the performance of his duties, he had enough time and energy to perform his duties, carefully reviewed the meeting materials, and expressed professional and objective independent opinions at the meeting; Not affected by the company’s major shareholders and other units and individuals with interests in the company. My attendance at the meeting in 2021 is as follows:
Attendance of independent directors
Independent directors’ on-site attendance during the reporting period entrusted by means of communication whether they were absent for two consecutive times. Number of directors who should attend the meeting, number of seats who did not attend the meeting in person
Gong Shuxi 6 0 6 0 0 no
Number of independent directors attending the general meeting of shareholders 3
I have no objection to the proposals considered by the board of directors and the general meeting of shareholders in 2021. I believe that the convening and convening of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
2、 Independent opinions
Opinions on time matters
type
On February 19, 2021, the company’s proposed non-public offering of shares; Assets appraisal matters agreed by the subject matter; Matters concerning investment in the establishment of wholly-owned subsidiaries
Independent opinions on the profit distribution of the company in 2020; about
Independent opinions on self-evaluation of the company’s internal control; About the company
Of the special report on the deposit and use of raised funds in 2020
Independent opinions; Report on the use of the company’s previously raised funds
Independent opinion of the; About the company’s forward settlement and sale in 2021
Independent opinions on foreign exchange business and foreign exchange swap business on April 27, 2021; Independent opinions on the company’s application for credit line from the agreed bank; About company use
Independent opinions on cash management with self owned funds; About the company
Funds occupied by controlling shareholders and other related parties in 2020
Independent opinion of the; Independent opinions on the external guarantee of the company
See; Independent opinions on changing accounting policies; About 2020
Independent opinions on annual provision for asset impairment and write off of assets
Special report on the company’s external guarantees and the occupation of funds by related parties
Explanation and independent opinions on August 26, 2021; Independent opinions on the renewal of the company’s 2021 audit institution; About the provision for credit impairment this time
And independent opinions on asset impairment reserves
On October 20, 2021, the independent opinion on the company’s termination of the 2020 stock option incentive plan and its agreement to cancel the granted stock options
On November 25, 2021, the independent opinion on adjusting the investment amount of raised funds was agreed
Independent notice on using part of idle raised funds for cash management on December 31, 2021
Opinions; Independent opinions on the use of raised funds to replace the self owned funds and paid issuance expenses for the agreed purpose of the raised investment project in advance
3、 On site investigation of the company
As an independent director of the 4th board of directors, I conducted many on-site visits to the company during the reporting period to understand the operation of the company, the construction and implementation of internal control system, and maintained close contact with other directors, senior managers and relevant staff of the company to timely learn about the progress of major matters of the company and master the operation dynamics of the company. I pay close attention to the company’s information disclosure work, and always pay attention to the changes in China’s foreign policies, the impact of covid-19 epidemic in 2021 on the company’s operation, the reports of various media on the company and the impact of capital market fluctuations on the company, so as to effectively perform the duties of independent directors.
4、 Work done in protecting the rights and interests of investors
During the reporting period, I paid close attention to the company’s information disclosure, carefully reviewed the meeting materials before each board meeting, and carefully checked the disclosed information after the meeting. I believe that the company can do a good job of information disclosure truthfully, accurately, timely and completely in strict accordance with laws and regulations such as the Listing Rules of Shenzhen Stock Exchange and the company’s information disclosure management system.
(II) supervision and management structure of the company
During the reporting period, I conducted on-site investigation on the company’s production and operation, financial management, internal control and other system construction, as well as the implementation of the resolutions of the board of directors, regular reports, related party transactions, capital transactions of related parties, business development and the progress of investment projects, so as to obtain sufficient and necessary information and materials required for making decisions; Timely understand the company’s daily business status and possible business risks, carefully review all proposals considered by the board of directors, put forward suggestions on the implementation of the proposals, exercise the voting rights independently, objectively and prudently on this basis, pay special attention to the impact of relevant proposals on the interests of all shareholders, and safeguard the legitimate rights and interests of the company and minority shareholders.
5、 Other working conditions
(I) I served as the chairman of the nomination committee and also served as a member of the audit committee and the strategy committee. During the reporting period, I attended the strategy committee once, the nomination committee once and the audit committee five times, and earnestly performed the duties of the members.
(II) there is no proposal to convene the board of directors.
(III) there is no proposal to hire or dismiss an accounting firm.
(IV) there is no independent engagement of external audit institutions and consulting institutions.
In the new year, in order to ensure the independence and impartiality of the board of directors and safeguard the legitimate rights and interests of minority shareholders, especially the public shareholders, we will continue to perform our duties cautiously, seriously, diligently and faithfully during our term of office in accordance with the provisions and requirements of relevant laws, regulations, normative documents and the articles of association, and use our professional knowledge and experience to provide more constructive suggestions for the development of the company, Provide reference for the decision-making of the board of directors, make the company operate steadily and standardize the operation, and promote the sustainable, stable and healthy development of the company. It is hereby reported.
Independent director: Gong Shuxi April 28, 2022
Tongyu Communication Inc(002792)
Report on the work of independent directors in 2021
(independent director Hu Minshan)
Shareholders and shareholder representatives:
As an independent director of the Fourth Board of directors of Tongyu Communication Inc(002792) (hereinafter referred to as “the company”), I served as the chairman of the audit committee, and also served as a member of the remuneration and assessment committee and the strategy committee. In my work in 2021 (hereinafter referred to as “the year”), I worked diligently, dutifully and in strict accordance with the provisions of the company law, the articles of association, the working system of Tongyu Communication Inc(002792) independent directors and other relevant laws and regulations The independent board of directors deliberated on various independent matters of the company and played a positive role in safeguarding the independent interests of the company. I hereby report on my performance of duties as an independent director in 2021 as follows:
1、 Attendance at meetings
The company held 6 meetings of the board of directors and 3 general meetings of shareholders in total this year. I actively participated in each board meeting and attended the general meeting of shareholders. During the performance of his duties, he had enough time and energy to perform his duties, carefully reviewed the meeting materials, and expressed professional and objective independent opinions at the meeting; Not affected by the company’s major shareholders and other units and individuals with interests in the company. My attendance at the meeting in 2021 is as follows:
Attendance of independent directors
Independent directors’ on-site attendance during the reporting period entrusted by means of communication whether they are absent or not. The number of directors who should attend the meeting, the number of seats that should attend the meeting, the number of meetings that did not attend the meeting in person plus the number of meetings
Hu Minshan 6 0 6 0 0 no
Number of independent directors attending the general meeting of shareholders 3
I have no objection to the proposals considered by the board of directors and the general meeting of shareholders in 2021. I believe that the convening and convening of the board of directors and the general meeting of shareholders of the company comply with the legal procedures, and the relevant procedures have been performed for major business decisions and other major matters, which are legal and effective.
2、 Independent opinions
Time of publication and type of opinions
On February 19, 2021, the company’s proposed non-public offering of shares; Assets appraisal matters agreed by the subject matter; Matters concerning investment in the establishment of wholly-owned subsidiaries
Independent opinions on the profit distribution of the company in 2020; About public
Independent opinions on self-evaluation of internal control of the company; About company 2020
Independence of the special report on the deposit and use of annual raised funds
See; Independent report on the use of the company’s previously raised funds
opinion; About the company’s long-term foreign exchange settlement and sales business in 2021
Independent opinions on foreign exchange swap business on April 27, 2021; Independent opinions on the company’s application to the bank for approval of the credit line; About the company’s use of idle self owned capital
Independent opinions on cash management of Jin; About the company in 2020
Independence of funds occupied by controlling shareholders and other related parties
See; Independent opinions on the external guarantee of the company; About change
Independent opinions on accounting policies; About accrued assets in 2020
Independent opinions on impairment provision and write off assets
Special on the company’s external guarantee and the occupation of funds by related parties
Explanation and independent opinions on August 26, 2021; Independent opinions on the renewal of the company’s 2021 audit institution; About the provision for credit impairment and assets
Independent opinion on provision for impairment of assets
On October 20, 2021, the company terminated the implementation of 2020
