Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029)
2021 annual report of independent directors
(song Dongsheng)
Dear shareholders and shareholder representatives
As an independent director of Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) (hereinafter referred to as the company), I worked in 2021 in strict accordance with the requirements of company law, securities law, Shenzhen Stock Exchange gem stock trading rules, guidelines for standardized operation of listed companies, several provisions on strengthening the protection of the rights and interests of social public shareholders, articles of association, independent director system and other relevant laws and regulations, Conscientiously perform their duties, avoid the influence of major shareholders or other units or individuals with interest relationship with the company, give full play to the role of independent directors, supervise the standardized operation of the company, and effectively safeguard the interests of all shareholders, especially small and medium-sized shareholders. I hereby report on my performance of duties as an independent director in 2021 as follows: I. attendance at the company's meeting (I) meeting of the board of directors
During the reporting period, I personally attended all the meetings of the board of directors that should be attended, and I did not entrust other independent directors to attend the meeting on behalf of me. I have carefully considered all proposals submitted to the board of directors and exercised my voting rights prudently.
The number of attendance at the meeting and the number of absences for two consecutive times
Number of self added communication meetings number of seats not present at the meeting
Song Dongsheng 13 13 0 0 no
(II) general meeting of shareholders
After I served as an independent director of the company, the company held two general meetings in 2021.
Whether the on-site attendance at the meeting and personal entrustment have been conducted twice in a row
Name number of attendance and number of absences
Number of self added communication meetings number of seats not attending the meeting
Song Dongsheng no
(III) in 2021, since I became an independent director, the convening of the board of directors and the general meeting of shareholders of the company has complied with the legal procedures, and the relevant matters have fulfilled the legal procedures, which are legal and effective. The relevant resolutions of the meeting are in line with the overall interests of the company, and have not damaged the legitimate rights and interests of all shareholders of the company, especially the minority shareholders.
2、 Independent opinions and prior approval
During my term of office in 2021, I expressed independent opinions and prior approval opinions on the following matters: 1. On January 11, 2021, I expressed prior approval opinions and independent opinions on the matters considered at the 31st meeting of the Fourth Board of directors of the company.
The above special independent opinions and prior approval opinions are published on cninfo.com, an information disclosure platform designated by the CSRC.
2. On April 22, 2021, at the 32nd meeting of the 4th board of directors of the company, he expressed independent opinions on the relevant deliberations of the 32nd meeting of the 4th board of directors of the company.
The above information is published on the independent information disclosure platform designated by the CSRC.
3. On May 27, 2021, at the 33rd meeting of the Fourth Board of directors of the company, the company issued prior approval opinions and independent opinions on the related party transactions of the company.
The above special independent opinions and prior approval opinions are published on cninfo.com, an information disclosure platform designated by the CSRC.
4. On June 30, 2021, at the 34th meeting of the Fourth Board of directors of the company, the company issued prior approval opinions and independent opinions on relevant matters of the 34th meeting of the Fourth Board of directors of the company.
The above prior approval opinions and special independent opinions are published on cninfo.com, an information disclosure platform designated by the CSRC.
5. On July 19, 2021, he expressed independent opinions on the appointment of senior managers by the company.
The above information is published on the independent information disclosure platform designated by the CSRC.
6. On August 3, 2021, at the second meeting of the Fifth Board of directors of the company, the company issued prior approval opinions and independent opinions on matters related to the second meeting of the Fifth Board of directors.
The above prior approval opinions and special independent opinions are published on cninfo.com, an information disclosure platform designated by the CSRC.
7. On August 24, 2021, at the third meeting of the Fifth Board of directors of the company, special independent opinions were expressed on relevant matters considered at the third meeting of the Fifth Board of directors of the company.
The above information is published on the independent information disclosure platform designated by the CSRC.
8. On October 13, 2021, at the fourth meeting of the Fifth Board of directors of the company, special independent opinions were expressed on the proposal on canceling the conversion of some fixed assets and intangible assets into investment real estate and adopting fair value measurement mode considered at the fourth meeting of the Fifth Board of directors of the company.
The above information is published on the independent information disclosure platform designated by the CSRC.
9. On October 25, 2021, at the fifth meeting of the Fifth Board of directors of the company, special independent opinions were expressed on relevant matters considered at the fifth meeting of the Fifth Board of directors of the company.
The above information is published on the independent information disclosure platform designated by the CSRC.
10. On December 22, 2021, at the 8th meeting of the 5th board of directors of the company, special independent opinions were expressed on the proposal on asset sale considered at the 8th meeting of the 5th board of directors of the company.
The above information is published on the independent information disclosure platform designated by the CSRC.
11. On December 29, 2021, at the 9th meeting of the 5th board of directors of the company, special independent opinions were expressed on the proposal on the achievement of the vesting conditions of the first vesting period of the company's 2020 restricted stock incentive plan and other related matters considered at the 9th meeting of the 5th board of directors of the company.
The above information is published on the independent information disclosure platform designated by the CSRC. 3、 On site investigation of the company
In 2021, I made full use of the opportunity to participate in the board of directors to conduct on-site inspection of the company. Through on-site communication with senior executives and telephone communication with audit institutions, I paid attention to the business trend of the company, strengthened the attention to the production and operation, internal control and finance of the company, and improved the standard operation level of the company.
4、 Performance of special committees
As the convener of the remuneration and appraisal committee of the board of directors, I will convene the members of the remuneration and appraisal committee to hold a meeting, formulate the remuneration plan or scheme according to the main scope, responsibilities and importance of the management positions of directors and senior managers and the remuneration level of relevant positions in other relevant enterprises, review the performance of duties of directors and senior managers of the company and conduct annual performance evaluation, Participate in the supervision of the implementation of the company's salary system. During the reporting period, the remuneration of the company's directors, supervisors and senior managers was reviewed and it was considered that the remuneration of the company's directors, supervisors and senior managers in 2021 was in line with the relevant systems and plans formulated by the company's general meeting of shareholders and the board of directors, and the corresponding remuneration was in line with the company's business performance and personal performance.
As the convener of the nomination committee of the board of directors, actively organize the meetings of the nomination committee, study the selection criteria and procedures of directors and managers, review and make suggestions on the senior managers proposed for appointment by the board of directors. 5、 Other work done in protecting the rights and interests of investors
As an independent director of the company, I actively perform my duties in accordance with relevant laws, regulations and the articles of association, exercise my voting rights independently, prudently and objectively, and safeguard the overall interests of the company, especially the legitimate rights and interests of minority shareholders. Deeply understand the implementation of the company's internal control system and effectively supervise the main links of the company's internal control; At the same time, we will continue to pay attention to the company's information disclosure, urge the company to conduct information disclosure in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules and the guidelines for the standardized operation of listed companies, strengthen the attention to the issues related to the exchange's information disclosure platform, and complete all information disclosure work in a true, timely, accurate and complete manner. 6、 Training and learning
Since I became an independent director, I have always paid attention to learning the latest laws, regulations, normative documents and various rules and regulations, 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, actively participated in the relevant training organized by the company in various ways, and had a more comprehensive understanding of the management systems of listed companies, Continuously improve their ability to perform their duties, form the ideological awareness of consciously protecting the interests of shareholders of the public, provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and promote the company's further standardized operation. 7、 Other working conditions
(I) there is no proposal to convene the board of directors.
(II) there is no independent engagement of external audit institutions and consulting institutions.
(III) no waiver or opposition to relevant proposals occurred during the performance of duties.
As an independent director of the company, I faithfully perform my duties in all aspects of the rights granted to me by shareholders, actively participate in the decision-making of major matters of the company, give full play to my personal expertise, and provide various valuable reference opinions for the healthy development of the company.
Hereby report, thank you!
independent director:
Song Dongsheng
April 28, 2022
