TCL Technology Group Co., Ltd
Report on the work of independent directors in 2021
As independent directors of Tcl Technology Group Corporation(000100) (hereinafter referred to as “the company” or “the company”), we are responsible and responsible in strict accordance with the provisions and requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidance on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange, the Tcl Technology Group Corporation(000100) articles of association and other relevant laws, regulations and rules and regulations Faithfully and earnestly perform the duties and obligations of independent directors, actively participate in the board of directors of the company, carefully consider various proposals of the board of directors, and express independent opinions on relevant proposals. From the perspective of the interests of all shareholders, this paper puts forward useful opinions and suggestions on the company’s strategic ideas, technological development, risk control and other major issues, which has played a good role in promoting the improvement of the corporate governance mechanism and safeguarding the interests of the company and all investors. The main work in 2021 is reported as follows:
1、 Attendance and voting
In 2021, the company held 11 meetings of the board of directors. The convening procedures of the meeting were in line with laws and regulations, legal and effective. We have no objection to the proposals of the board of directors and other matters of the company. After careful deliberation, we voted in favour of all the proposals of the board of directors in 2021, and there was no objection or abstention.
Attendance of independent directors at the board of directors and shareholders’ meeting
The on-site attendance during the reporting period is entrusted by the corresponding party. Is it continuous
The surname of the independent director shall participate in the meeting of the board of directors, the meeting of the board of directors and the meeting of the board of directors. The number of times that the absent director fails to attend the shareholders’ meeting in person shall be from the number of times of attending the meeting of the board of directors
Gan Yong 11 1 100 0 0 No 0
Chen Xi 11 1 100 0 0 No 1
Wan Liangyong 11 1 100 0 0 No 1
Liu Xun CI 11 1 100 00 No 5
2、 Opinions of independent directors:
During the reporting period, we expressed independent opinions on the following matters:
Please refer to the type for the time of publication
Proposal on renewing the appointment of accounting firm and evaluation report on internal control in 2020
Proposal on the company’s profit distribution plan for 2020
Proposal on annual remuneration of directors, supervisors and senior managers
Proposal on the prediction of related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd
Proposal on related party transactions of the company in 2021
Proposal on daily connected lease of the company in 2021
On March 10, 2021, the proposal on the joint establishment of TCL semiconductor technology (Guangdong) Co., Ltd. and the related joint transaction of TCL Technology Group Finance Co., Ltd. continued to provide financial services to TCL industrial meaning Holding Co., Ltd. and renewed the financial service agreement
Joint transaction proposal, proposal on providing guarantee for subsidiaries in 2021, and proposal on providing guarantee for subsidiaries in 2020
Special notes on securities investment and matters related to securities investment and financial management in 2021
Continuous risk assessment report of TCL Technology Group Finance Co., Ltd
Special instructions on capital occupation and external guarantee of shareholders and other related parties
Financial derivatives transactions carried out by the company in 2020
Proposal on the company’s compliance with the conditions for non-public development of A-share shares
Proposal on the non-public offering of A-Shares in 2021
Proposal on the plan for public offering of A-Shares and special report on the use of funds raised in the previous time
Proposal on the report, proposal on the feasibility analysis report of the company’s non-public development of A-Shares in 2021 and the use of funds on April 8, 2021, proposal on the filling measures for the diluted spot return of Italian bank’s A-Shares in 2021, and proposal on submitting to the general meeting of shareholders
Authorize the board of directors to handle matters related to the non-public offering of A-Shares in 2021
Proposal on providing support for Guangzhou Huaxing photoelectric semiconductor display technology Co., Ltd
Proposal on insurance
On April 27, 2021, the matters concerning the supplement of the directors of the seventh board of directors of the company, the same proposal on providing guarantees for subsidiaries and the financial derivatives transactions carried out in the first quarter of 2021 meant
Proposal on selling equity and related party transactions of Guangzhou financial services, proposal on carrying out factoring business and related party transactions of accounts receivable on May 21, 2021, proposal on capital increase and share expansion and related party transactions proposed by Tianjin Huanxin Technology Development Co., Ltd
Proposal on adjusting the report on repurchase of some public shares
Proposal on repurchase of some public shares in 2021
The solution of the stock incentive plan and the second release period of the “phase II global creation and enjoyment plan” is the same as the proposal on the achievement of sales restriction conditions on June 20, 2021, and the proposal on repurchase and cancellation of restricted shares granted to some incentive objects of the 2019 restricted stock incentive plan but not yet released
Proposal on consideration of TCL Technology Group Co., Ltd
Proposal on Employee Stock Ownership Plan (phase I) (Draft) from 2021 to 2023
About TCL Technology Group Co., Ltd
Proposal on providing guarantee limit for subsidiaries, proposal on appointing senior managers of the company on August 9, 2021, special instructions on the occupation of funds and external guarantee intention of the company’s controlling shareholders and other related parties, and financial derivatives transactions carried out in the first half of 2021
Matters.
On September 27, 2021, the proposal on the transfer of equity of subsidiaries and related party transactions agreed
Proposal on adjusting the company’s plan for non-public development of A-Shares in 2021
Proposal on the company’s plan for non-public offering of A-Shares in 2021 (Revised Version)
On November 1, 2021, the proposal on the feasibility analysis report on the use of funds raised by the company’s non-public offering of A-Shares in 2021 (Revised Version) and the proposal on the filling measures and relevant commitments for the diluted immediate return of the company’s non-public offering of A-Shares in 2021 (Revised Version)
Proposal
On December 2, 2021, the proposal on capital increase of Wuhan Huaxing and investment in “the same production line expansion project of the 6th generation semiconductor new display device” means
3、 Other work and suggestions on protecting investors’ rights and interests
(I) earnestly perform the duties of members of the professional committee of the board of directors
1. Performance of audit committee
During the reporting period, as a member of the audit committee of the board of directors, in strict accordance with the requirements of the rules of procedure of the audit committee of the board of directors of China Securities Regulatory Commission, Shenzhen Stock Exchange and the company, and based on the principles of diligence and seeking truth from facts, actively promoted the audit work of the company in 2021. During the audit of the annual report, two audit committees were held to review the audit plan and financial statements of the company, And fully communicated with the annual audit accountant.
2. Performance of remuneration and assessment committee
During the reporting period, as a member of the remuneration and assessment committee of the board of directors, he performed his duties in strict accordance with the rules of procedure of the remuneration and assessment committee of the board of directors. The operation of the remuneration and assessment committee of the board of directors met the relevant requirements of the company law and the articles of association.
3. Performance of the nomination committee
During the reporting period, as a member of the nomination committee of the board of directors, he performed relevant duties in strict accordance with the rules of procedure of the nomination committee of the board of directors, actively understood the human structure and post responsibilities of the company’s senior executives, carefully reviewed the qualifications of the candidate senior executives, and nominated qualified candidates to the board of directors. The nomination committee held two meetings and deliberated and passed the proposal on adding directors to the 7th board of directors, the proposal on appointing Mr. Wang Cheng as chief operating officer (COO) and the proposal on appointing Ms. Li Jian as chief financial officer (CFO).
4. Strategy Committee
During the reporting period, as a member of the strategy committee, he performed relevant duties in strict accordance with the rules of procedure of the strategy committee of the board of directors, deeply understood the operation status of the company, communicated with the management of the company on major investment and financing decisions, and put forward practical suggestions on the daily operation and strategic development of the company.
(II) investigation and suggestions
In 2021, we had an in-depth understanding of the company’s production and operation, financial status, the implementation of internal control system, the implementation of resolutions of the board of directors and the general meeting of shareholders, and continued to follow up and pay attention to them, and listened to the report of the company’s management on the company’s operation and standardized operation. It is suggested that the company track and improve the internal control system in accordance with the latest laws and regulations, strictly implement the internal control process, control the investment risk, timely track the changes of the industrial environment and make adjustments, improve the profitability of the main business and maintain the core competitiveness of the company.
(III) investigation on corporate governance structure and operation management
In 2021, we carefully reviewed the information provided by the company in advance for the major related party transaction proposals considered and decided at the board meeting, actively inquired and understood the situation from relevant personnel, exercised the voting right independently, objectively and prudently, and put forward various suggestions. On this basis, we have a deep understanding of the improvement and implementation of the company’s production and operation, management and internal control systems, the company’s financial management, related party transactions, business development and the progress of investment projects, the company’s production and operation and legal governance, fully performed the duties of independent directors and promoted the scientificity and rationality of the decision-making of the board of directors, Earnestly safeguard the interests of the company and shareholders.
4、 Other working conditions
(I) there is no proposal to convene the board of directors;
