Shanghai Tianyong Engineering Co.Ltd(603895) 2021
Work report of independent directors
April 2022
Shanghai Tianyong Engineering Co.Ltd(603895)
Report on the work of independent directors in 2021
(independent director: Cui guangcan)
As an independent director of Shanghai Tianyong Engineering Co.Ltd(603895) (hereinafter referred to as “the company”), we are faithful, diligent and conscientious in performing our duties in strict accordance with the provisions and requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant laws, regulations and rules, and actively perform our duties, Make independent decisions and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. The report on the work of 2021 is as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
I, Cui guangcan: Cui guangcan, born in 1970, Chinese nationality, without permanent residency abroad; Doctoral degree; Non practicing members of Chinese certified public accountants. From 2000 to 2003, he studied economics in East China Normal University and received a master’s degree; From 2003 to 2006, he studied finance at Shanghai University of Finance and economics and received a doctorate. From 2006 to 2008, he worked in Shanghai Academy of real estate Sciences and served as deputy director of the Institute of economics. Since 2009, he has worked in Shanghai Normal University and served as a professor of business school. Since August 2020, he has served as an independent director of Shanghai Churong Testing Technology Co., Ltd.
(II) whether there are conditions affecting independence
As the current independent director of the company, I have no relationship with the company or the controlling shareholder and actual controller of the company, do not hold the company’s shares, do not provide financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and do not obtain additional and undisclosed interests from the company, its main shareholders or interested institutions and personnel, He has not been punished by the CSRC and other relevant departments or the stock exchange.
2、 Annual performance of independent directors
In 2021, I diligently performed my duties and actively participated in the meetings of the board of directors and various special committees held by the company. Before attending the meeting, I fully understood all the proposals in advance, carefully read the meeting materials, learned about the proposals from the relevant senior managers and intermediaries of the company, actively participated in the discussion of the meeting, and promoted the scientificity and effectiveness of the resolutions of the board of directors and relevant committees.
In order to better understand the situation of the industry, I pay close attention to the situation and development trend of the industry; Actively participate in the training arranged by the company and regulatory authorities and listen to the company’s introduction; Strengthen communication with managers at different levels to understand the operation of the company; Relying on professional experience and giving full play to professional expertise, it puts forward forward forward forward-looking and constructive opinions and suggestions on the company’s development strategy and internal control risk management, and plays an important role in the decision-making of the board of directors.
As an independent director, I earnestly safeguard the rights and interests of the company and all shareholders, especially minority shareholders. For the proposals requiring independent directors to express independent opinions, after in-depth understanding and careful discussion, they all agreed to the relevant proposals of the company.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In 2021, the company had no related party transactions during the reporting period.
(II) external guarantee and fund occupation
In 2021, I reviewed the external guarantee and capital occupation of the company, and there was no external guarantee and capital occupation during the reporting period.
(III) implementation of internal control
According to the requirements of normative documents such as the basic norms of enterprise internal control and the guidelines for internal control of listed companies of Shanghai Stock Exchange, I have listened to the progress of the company’s internal control. I believe that the company is actively establishing and improving an effective internal control system in accordance with the requirements of the enterprise internal control standard system and relevant regulations. There were no major defects in internal control over financial reporting during the reporting period.
(IV) remuneration of directors and senior managers
The remuneration paid by the company to directors and senior managers is based on the industry and scale of the company and the actual situation of the company. There is no situation that damages the interests of the company and shareholders. The amount and procedure of remuneration paid by the company shall comply with the provisions of the articles of association and other rules and regulations.
(VI) appointment of accounting firms
During the reporting period, the company changed the annual audit institution and internal control audit institution. I have expressed my independent opinion on the company’s appointment of an audit institution in 2022 and believe that Tianzhi international accounting firm (special general partnership) has rich experience and ability to provide audit services for listed companies and can meet the requirements of the company’s financial audit and internal control audit in 2022. Therefore, it is agreed to continue to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022.
(VII) performance of commitments of the company and shareholders
During the reporting period, we urged the company to carefully sort out and inspect the performance of shareholders, related parties and the company’s own commitments in accordance with the relevant notices and requirements of the China Securities Regulatory Commission, and found no violation of the performance of commitments.
（8） Operation of the board of directors and its subordinate special committees
In 2021, the work of the board of directors and subordinate committees of the company was carried out in an orderly manner. We earnestly performed our duties and actively promoted the smooth development of relevant work of the company. In strict accordance with their respective duties, the board of directors and its subordinate special committees deliberated on matters in their respective fields, and the operation was standardized. As an independent director, I seriously attended the meetings of the board of directors and relevant special committees, actively participated in the discussion and expressed my opinions, and promoted the scientificity and effectiveness of the decision-making of the board of directors.
After performing their duties, the company held 5 meetings of the board of directors and 1 general meeting of shareholders during the reporting period. My attendance is as follows:
Last name of independent directors, attendance at the board of directors and attendance at the general meeting of shareholders
The number of directors who should attend the meeting in person, the number of entrusted attendance, the number of absent attendance and the number of times of attending the meeting of the general meeting of shareholders
Cui guangcan 55001
4、 Overall evaluation and recommendations
During the performance of my duties in 2021, based on the principle of good faith and diligence, with an attitude of being responsible to all shareholders, and in strict accordance with the requirements of various laws and regulations and the articles of association, I fulfilled the obligations of independent directors, played the role of independent directors, effectively improved the scientific decision-making level of the board of directors and the special committees of the board of directors, and further strengthened Shanghai Tianyong Engineering Co.Ltd(603895) independent directors: Cui guangcan, April 29, 2022
Shanghai Tianyong Engineering Co.Ltd(603895)
Report on the work of independent directors in 2021
(independent director: Zhu anda)
As an independent director of Shanghai Tianyong Engineering Co.Ltd(603895) (hereinafter referred to as “the company”), we are faithful, diligent and conscientious in performing our duties in strict accordance with the provisions and requirements of the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies, the articles of association and other relevant laws, regulations and rules, and actively perform our duties, Make independent decisions and earnestly safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
The report on the work of 2021 is as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
I, Zhu anda: Zhu anda studied marine engineering management in Shanghai Maritime College from 1975 to 1978; From 1987 to 1988, studied in the master’s class of system engineering of Shanghai Institute of machinery; From 1978 to 1984, he served as counselor and office director in the Department of marine engineering of Shanghai Maritime University; From 1985 to 1994, served as deputy director of the president’s office of Shanghai Maritime College; From 1995 to 1996, he served as the director of the industry department and Asset Management Department of Shanghai Maritime University; General manager (legal representative) of Shanghai Yuhai Shipping Company from 1997 to 2000; From 2001 to 2007, he served as secretary and deputy director of the general Party branch of Shanghai education enterprise management center; From 2008 to 2014, served as the chairman (legal representative) of Shanghai University technology brokerage Co., Ltd; From 2014 to now, he has served as the chairman (legal representative) of Shanghai Zhangjiang University Collaborative Innovation Research Institute; Since August 2020, he has served as an independent director of Shanghai Churong Testing Technology Co., Ltd.
(II) whether there are conditions affecting independence
As the current independent director of the company, I have no relationship with the company or the controlling shareholder and actual controller of the company, do not hold the company’s shares, do not provide financial, legal, management consulting, technical consulting and other services for the company or its subsidiaries, and do not obtain additional and undisclosed interests from the company, its main shareholders or interested institutions and personnel, He has not been punished by the CSRC and other relevant departments or the stock exchange.
In 2021, I diligently performed my duties and actively participated in the meetings of the board of directors and various special committees held by the company. Before attending the meeting, I fully understood all the proposals in advance, carefully read the meeting materials, learned about the proposals from the relevant senior managers and intermediaries of the company, actively participated in the discussion of the meeting, and promoted the scientificity and effectiveness of the resolutions of the board of directors and relevant committees.
In order to better understand the situation of the industry, I pay close attention to the situation and development trend of the industry; Actively participate in the training arranged by the company and regulatory authorities and listen to the company’s introduction; Strengthen communication with managers at different levels to understand the operation of the company; Relying on professional experience and giving full play to professional expertise, it puts forward forward forward forward-looking and constructive opinions and suggestions on the company’s development strategy and internal control risk management, and plays an important role in the decision-making of the board of directors.
As an independent director, I earnestly safeguard the rights and interests of the company and all shareholders, especially minority shareholders. For the proposals requiring independent directors to express independent opinions, after in-depth understanding and careful discussion, they all agreed to the relevant proposals of the company.
3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In 2021, the company had no related party transactions during the reporting period.
(II) external guarantee and fund occupation
In 2021, I reviewed the external guarantee and capital occupation of the company, and there was no external guarantee and capital occupation during the reporting period.
(III) implementation of internal control
According to the requirements of normative documents such as the basic norms of enterprise internal control and the guidelines for internal control of listed companies of Shanghai Stock Exchange, I have listened to the progress of the company’s internal control. I believe that the company is actively establishing and improving an effective internal control system in accordance with the requirements of the enterprise internal control standard system and relevant regulations. There were no major defects in internal control over financial reporting during the reporting period.
(IV) remuneration of directors and senior managers
The remuneration paid by the company to directors and senior managers is based on the industry and scale of the company and the actual situation of the company. There is no situation that damages the interests of the company and shareholders. The amount and procedure of remuneration paid by the company shall comply with the provisions of the articles of association and other rules and regulations.
(VI) appointment of accounting firms
During the reporting period, the company changed the annual audit institution and internal control audit institution. I have expressed my independent opinion on the company’s appointment of an audit institution in 2022 and believe that Tianzhi international accounting firm (special general partnership) has rich experience and ability to provide audit services for listed companies and can meet the requirements of the company’s financial audit and internal control audit in 2022. Therefore, it is agreed to continue to appoint Tianzhi International Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2022.
(VII) performance of commitments of the company and shareholders
During the reporting period, we urged the company to carefully sort out and inspect the performance of shareholders, related parties and the company’s own commitments in accordance with the relevant notices and requirements of the China Securities Regulatory Commission, and found no violation of the performance of commitments.
（8） Operation of the board of directors and its subordinate special committees
In 2021, the work of the board of directors and subordinate committees of the company was carried out in an orderly manner. We earnestly performed our duties and actively promoted the smooth development of relevant work of the company. In strict accordance with their respective duties, the board of directors and its subordinate special committees deliberated on matters in their respective fields, and the operation was standardized. As an independent director, I seriously attended the meetings of the board of directors and relevant special committees, actively participated in the discussion and expressed my opinions, and promoted the scientificity and effectiveness of the decision-making of the board of directors.
During the reporting period, the company held 5 board meetings and 1 general meeting of shareholders. My attendance is as follows:
Participation of independent directors in the board of directors and shareholders’ meeting
Number of attendance at the board of directors in person, number of attendance by proxy, number of absences, number of attendance at the general meeting of shareholders
Zhu anda 55001
4、 Overall evaluation and recommendations
During the performance of my duties in 2021, based on the principle of good faith and diligence, with an attitude of being responsible to all shareholders and in strict accordance with the requirements of various laws and regulations and the articles of association, I performed the obligations of independent directors and gave full play to the role of independent directors
