2024 Annual Report of Independent Directors
As an independent director of Suzhou TZTEK Technology Co., Ltd. (hereinafter referred to as the "Company"), in 2024, I will strictly follow the relevant laws, regulations and rules such as the Company Law, the Measures for the Administration of Independent Directors of Listed Companies, and the provisions and requirements of the Company's articles of association and the work system of independent directors. Effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. The work status of 2024 is now reported as follows:
First, the basic situation
The fourth session of the board of directors of the company is composed of 7 directors, of which 3 are independent directors, accounting for 3 of the number of directors
More than one-half shall comply with the provisions of relevant laws and regulations on the proportion of independent directors and professional allocation of listed companies.
(1) Personal work history, professional background, and part-time employment
Mr. Xu Dongdong, Chinese nationality, no right of permanent residence abroad, doctoral degree. Successively served as a director of Suzhou Electrical Apparatus Research Institute Co., Ltd.; Vice President and Secretary of the Board of Directors of Changzhou Tiansheng New Materials Group Co., Ltd.; Director of Tiansheng Securities Co., Ltd.; General Manager of the Investment Department of Kangda New Materials (Group) Co., Ltd.; Assistant to the Chairman and General Manager of the Investment Department of Zhongxin Technology Group Co., Ltd.; Chairman of the Board of Directors of Sino-Singapore International Investment Co., Ltd. He is currently an independent director of Borui Biopharmaceutical (Suzhou) Co., Ltd. and an independent director of Kunshan Jiahe Paper Products Technology Co., Ltd. Since May 2024, he has served as an independent director of the Company.
(2) An explanation of whether there are circumstances affecting independence
As the current independent director of the company, I have no relationship with the company or the company's controlling shareholders and actual controllers, do not hold shares of the company, have not obtained additional and undisclosed other benefits from the company and its major shareholders or interested institutions and personnel, have not been punished by the China Securities Regulatory Commission and other relevant departments and disciplined by the stock exchange, and meet the requirements of the "Measures for the Administration of Independent Directors of Listed Companies" and other laws, regulations and normative documents on the independence of independent directors of listed companies, and there is no situation affecting independence.
2. Annual performance of duties by independent directors
(1) Attendance at meetings
During the 2024 term, the attendance at the meetings is as follows:
Should attend a meeting of the board of directors Attend a meeting of the board of directors in person Should attend a general meeting of shareholders Attend a general meeting of shareholders in person
name
Number of meetings Number of meetings Number of meetings
Xu Dongdong 10 10 1 1
In my opinion, the convening and convening procedures of the company's board of directors and general meeting of shareholders in 2024 comply with the statutory requirements, and the legal and effective decision-making procedures for major business matters have been performed, and the independent directors have put forward professional and independent opinions and suggestions. After careful deliberation on the proposals of the board of directors and other matters of the company during the reporting period, I voted in favor and did not raise any objections.
(2) Performance of duties in the special committees of the Board of Directors
As the chairman of the company's remuneration and assessment committee and a member of the nomination committee, I strictly follow the requirements of relevant laws and regulations, in line with the attitude of diligence and diligence, attend the meeting on time, do not be absent, carefully deliberate the proposals, actively participate in the discussion of the meeting topics and put forward reasonable suggestions and opinions from a professional point of view, and give full play to the role of independent directors. Safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
(3) On-site inspections and the work of listed companies in cooperation with independent directors
During the reporting period, I communicated with the company's management and responsible departments through on-site, telephone and other means, kept abreast of the company's daily operating conditions and possible risks, and actively paid attention to the implementation of the resolutions of the board of directors, the implementation of information disclosure, the construction and implementation of the internal control system and the progress of major matters. In order to ensure the effective exercise of the powers of the independent directors, the office of the board of directors of the company and relevant departments have provided me with the necessary conditions, and the materials we require can be supplemented or explained in a timely manner, providing better assistance for the independent directors to perform their duties.
3. Key issues for independent directors in the performance of their duties during the year
(1) Related party transactions
During the reporting period, I carefully reviewed the related party transactions of the company, and believed that the transaction prices of the related party transactions of the company during the reporting period followed the principles of fairness, impartiality and openness, the prices were fair, there were no abnormal related party transactions, and there was no damage to the interests of the company and other shareholders.
(2) The plan for the company and related parties to change or waive the commitment
During the reporting period, neither the company nor related parties changed or waived their commitments.
During the reporting period, the company was not acquired.
(4) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports
During the reporting period, I focused on and supervised the Company's financial accounting report and internal control evaluation report, and believed that the Company's financial accounting report and internal control evaluation report were true, accurate and complete, in line with the requirements of Chinese accounting standards, and there were no material false records, misleading statements or material omissions. The company's financial accounting report and internal control evaluation report comply with relevant laws and regulations and the company's system, the decision-making procedures are legal, and no major violations of laws and regulations have been found.
(5) Hiring or dismissing accounting firms that undertake the audit business of listed companies
In 2024, the company re-appointed Zhonghui Certified Public Accountants (Special General Partnership) as the company for 2024
Auditors. I believe that Zhonghui Certified Public Accountants (Special General Partnership) can strictly follow the professional standards of independence, objectivity and fairness in providing audit services for the company, and has shown good professional standards and professional ethics in the audit of the company's major events and annual financial audits, and has given positive suggestions and help to the company's standardized operation and related management work in the company's daily operations.
(6) Appointing or dismissing the person in charge of finance of a listed company
During the reporting period, the company did not appoint or dismiss the person in charge of finance.
(7) Changes in accounting policies, accounting estimates, or correction of material accounting errors due to reasons other than changes in accounting standards
During the reporting period, the company did not make changes in accounting policies, accounting estimates or correction of material accounting errors due to reasons other than changes in accounting standards.
(8) Nominating or appointing or dismissing directors, and appointing or dismissing senior management personnel
On May 13, 2024, the company held the first meeting of the fourth board of directors to deliberate and approve the "About Employment
Proposal on the appointment of the general manager of the company" and "Proposal on the appointment of the company's deputy general manager, secretary of the board of directors and other senior management personnel", Mr. Xu Yihua was appointed as the general manager of the company, Mr. Yang Cong was appointed as the company's deputy general manager, financial director and secretary of the board of directors, and Mr. Wen Yanpei was appointed as the company's deputy general manager. I have reviewed the qualifications of the above-mentioned personnel and expressed my concurring opinion.
(9) The remuneration of directors and senior management
I reviewed the remuneration of the company's directors and senior management during the reporting period, and the remuneration of directors and senior managers serving in the company is composed of salaries and bonuses, etc., and is determined according to their positions, working years, performance appraisal results, etc., and does not receive allowances for directors and senior executives. The remuneration of independent directors is determined by the company's reference capital
The average remuneration of independent directors in the market is determined. I believe that the remuneration of the company's directors and senior managers is formulated with reference to the level of listed companies in the same industry in China, combined with the actual operation of the company and the regional salary level, which can promote the enthusiasm of directors and senior managers and promote the development of the company, without harming the interests of the company and small and medium-sized shareholders.
(10) Formulating or changing equity incentive plans and employee stock ownership plans, achieving the conditions for the authorization of incentive recipients and exercising rights and interests, and arranging stock ownership plans for directors and senior managers in the subsidiaries to be spun off
During the reporting period, the Company completed the vesting of the third vesting period of the 2020 Restricted Stock Incentive Plan, the second vesting period of the 2021 Restricted Stock Incentive Plan, and the vesting of the first vesting period of the 2022 Restricted Stock Incentive Plan, and implemented the 2023 Restricted Stock Incentive Plan (Revised Draft).
I have conducted a prudent review of the above matters and believe that the implementation of the equity incentive plan, the incentive vesting arrangement and the review procedure comply with the relevant provisions of the Company Law, the Securities Law and the Measures for the Administration of Equity Incentives of Listed Companies, and there is no infringement of the interests of the Company and all shareholders.
(11) Use of the funds raised
I have carefully reviewed the deposit and use of the company's raised funds in 2024 and believe that the company
The deposit and use of the raised funds in 2024 complies with the relevant regulatory requirements and management measures of the China Securities Regulatory Commission and the Shanghai Stock Exchange on the deposit and use of raised funds by listed companies, and the raised funds are stored and used in special accounts, and there is no disguised change in the use of raised funds and damage to the interests of shareholders, and there is no violation of the deposit and use of raised funds. The information disclosed by the company on the deposit and use of raised funds is consistent with the actual situation, and it has faithfully fulfilled its information disclosure obligations.
(11) Other matters
During the reporting period, I also conducted the necessary review and attention to the company's guarantee and capital occupation, cash dividends, and share repurchases, and believed that there was no damage to the overall interests of the company and shareholders, and the decision-making procedures were in line with relevant laws and regulations, normative documents and the relevant provisions of the Articles of Association.
Fourth, the overall evaluation and recommendations
In 2024, as an independent director of the Company, as well as the Chairman of the Remuneration and Appraisal Committee and a member of the Nomination Committee of the Company, I have always strictly complied with the relevant laws and regulations and the Articles of Association of the Company, and faithfully fulfilled my duties and obligations with diligence and responsibility. In exercising the powers conferred on me by the Company and the shareholders, I have always been prudent and conscientious, and have provided impartial and objective opinions on the material matters discussed by the Board. I benefit
With his professional knowledge and experience, he has contributed to the major decision-making of the board of directors, the standardized operation and the healthy development of the company.
In 2025, I will continue to uphold the principles of independence, prudence and diligence, faithfully perform my duties as an independent director and professional committee, and contribute to the company's strategic development, governance improvement and shareholder rights protection.
It is hereby reported.
Independent Director: Xu Dongdong
April 11, 2025
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