Willfar Information Technology Co.Ltd(688100)
2021 annual report of independent directors
As an independent director of Willfar Information Technology Co.Ltd(688100) (hereinafter referred to as “the company”), in accordance with the company law, the securities law, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations, the Willfar Information Technology Co.Ltd(688100) articles of Association (hereinafter referred to as “the articles of association”) and the working system of Willfar Information Technology Co.Ltd(688100) independent directors, he is honest, diligent and Independently performed their duties, actively attended relevant meetings, carefully considered various proposals of the board of directors, expressed independent opinions on important matters of the company, effectively safeguarded the interests of the company and shareholders, and gave better play to the role of independent directors. The performance of duties is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Mr. Ding Fangfei, born in November 1972, Chinese nationality, without permanent residency abroad, has a postgraduate degree, a doctor of accounting and a professor of accounting. From October 1994 to now, he has successively served as a teacher of Liling No. 5 middle school, a lecturer, an associate professor, the head of the Department of accounting, a professor and a doctoral supervisor of Hunan University. At present, he is an independent director of the company, a professor and doctoral supervisor of the school of Business Administration of Hunan University, and an independent director of Sains environmental protection Co., Ltd. and essokai Technology Co., Ltd.
Ms. Wang Hongyan, born in February 1967, Chinese nationality, without permanent residency abroad, holds a postgraduate degree, a master of law and a professor of law. From August 1989 to June 1994, she successively served as the judicial assistant of the people’s Government of yuxiqiao Township in the suburb of Shaoyang City, the legal adviser of Changsha No. 5 shoe factory, the legal adviser of Changsha water pump factory and the lawyer of Hunan Chongmin law firm, From June 1994 to now, he has successively served as lecturer, associate professor, Professor, member of Professor Committee, member of Academic Committee, member of Academic Committee of Changsha University of technology, lawyer of Hunan Chongmin law firm, lawyer of Hunan united venture law firm and lawyer of Hunan Yuntian law firm. At present, he is an independent director of the company, a professor of the school of grammar and law of Changsha University of technology, and an independent director of Yanker Shop Food Co.Ltd(002847) and Taizhou Yiteng Jingang Pharmaceutical Co., Ltd.
Dong Xinzhou, born in October 1963, Chinese nationality, without permanent residency abroad, has a postgraduate degree, a doctor, professor and doctoral supervisor majoring in power system and automation, and director of Alstom Power Grid Research Center of Tsinghua University. Since August 1983, he has successively served as a teaching assistant and lecturer of Shaanxi University of technology, an associate professor of Tianjin University, a professor and doctoral supervisor of Electrical Engineering Department of Tsinghua University, He also served as a director of Beijing Hengtian Beidou Technology Co., Ltd. and a supervisor of Tianjin Xinshuo Electric Co., Ltd. He is currently an independent director of the company, a professor of Tsinghua University, and a director of Beijing Qingyuan Jibao Technology Co., Ltd.
(II) whether there are conditions affecting independence
As an independent director of the company, we have not held any position in the company other than an independent director, nor have we held any position in the controlling shareholder, other shareholders and affiliated enterprises of the company, and there is no situation affecting our independence.
2、 Attendance at meetings
(I) participation in the board of directors and general meeting of shareholders
In 2021, the company held 6 meetings of the board of directors and 2 meetings of shareholders. The details are as follows:
Attendance at the board of directors the name and surname of the major director of the shareholders attending the board of directors shall attend the meeting in person. Whether the absence is entrusted by the corresponding party? Whether the number of times of attending the board of directors of the shareholders in two consecutive ways. The number of times of attending the second meeting several times. The number of times of not attending the meeting in person Plus meeting
Ding Fangfei 6 600 No 2
Wang Hongyan 6 600 No 2
Dong Xinzhou 6 600 No 2
As independent directors, we 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 examination and approval procedures have been performed for major matters. The Independent Directors voted in favour of all the proposals under consideration without raising any objection. The management of the company can implement the relevant work according to the contents of the resolution.
(II) participation in special committees
In 2021, the independent directors conscientiously performed their duties and actively participated in the meetings of the audit committee, the nomination committee, the remuneration and assessment committee and the Strategy Committee for a total of 10 times. They played an important role in deliberating and making decisions on major matters of the board of directors and effectively improved the decision-making efficiency of the board of directors of the company.
3、 Site investigation and company cooperation
In 2021, we conducted an on-site investigation on the company, paid close attention to the company’s operation and management and financial situation, and communicated with the company’s senior managers and handling personnel through telephone and e-mail, so as to timely obtain the progress of the company’s major events and learn the progress of the company’s major events. Before the convening of the board of directors and related meetings, the company carefully organized the preparation of meeting materials and timely and accurate transmission, which provided convenient conditions for the work of independent directors and comprehensive support for us to perform our duties.
4、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
The related party transactions of the company are mainly the normal business behaviors of the company and its related companies in the process of production and operation. These related party transactions play a positive role in the operation and main business development of the company. The transaction price between the company and all related parties is fairly priced, and there is no damage to the interests of the company and shareholders.
(II) external guarantee and fund occupation
In 2021, in addition to providing guarantees for wholly-owned subsidiaries and holding subsidiaries within the scope of consolidated statements, the company did not have other external guarantees or fund occupation.
(III) remuneration of directors and senior managers
The remuneration and allowances of the company’s directors and senior managers are in line with the company’s actual business conditions and the remuneration level of the industry and region, and the assessment and payment procedures are in line with the provisions and requirements of relevant national laws and regulations, the articles of association and other relevant systems.
(IV) renewal of annual audit institution
Tianjian certified public accountants Co., Ltd. (special general partnership) has been diligent and conscientious in the financial audit of the company, with high professional level and personnel quality. Following the independent, objective and fair practice standards, Tianjian certified public accountants Co., Ltd. has successfully completed various audit tasks of the company on schedule, and the report issued objectively and fairly reflects the financial situation of the company during the reporting period Operating results and cash flow.
(V) cash dividends and other investor returns
In 2021, the company distributed a cash dividend of 112.5 million yuan (including tax), accounting for 40.86% of the net profit attributable to shareholders of Listed Companies in the consolidated statements.
(VI) performance of commitments of the company and shareholders
In 2021, all commitments of the company and shareholders were effectively fulfilled as agreed, and there was no failure to fulfill commitments.
(VII) implementation of internal control
In 2021, the company continued to improve its internal control and comprehensive risk management system, paid attention to the implementation of the internal control system, and the internal control in project management and fund management was strict and effective. The possible internal and external risks in business activities were reasonably controlled, and the predetermined objectives were basically achieved. We believe that the internal control of the company is in line with the actual situation of the company and has integrity, rationality and effectiveness.
(VIII) use of raised funds
In 2021, the company successively used part of the temporarily idle raised funds for cash management, used part of the over raised funds to permanently supplement the working capital, adjusted the internal investment structure of the raised investment projects, postponed the raised investment projects, and added the implementation subjects and locations of the raised investment projects. The above decision-making procedures were followed for the use of the raised funds, Comply with relevant laws and regulations and the relevant provisions of Willfar Information Technology Co.Ltd(688100) articles of association, and there is no damage to the interests of the company and shareholders.
(IX) operation of the board of directors and its subordinate special committees
The board of directors has set up an audit committee, a nomination committee, a remuneration and assessment committee and a strategy committee, which are diligent and standardized in operation in accordance with relevant laws and regulations and relevant systems of the company.
5、 Overall evaluation and recommendations
In 2021, in the spirit of diligence, independence and integrity, independent directors earnestly fulfilled their obligations as independent directors, actively played the role of independent directors, put forward reasonable suggestions to the company with their accumulated professional knowledge and practice experience, and paid attention to the operation of the company; At the same time, it carefully reviewed various meeting proposals, financial reports and other documents, and actively promoted the objectivity and scientificity of the decision-making of the board of directors. In 2022, independent directors will continue to use their professional knowledge and experience to provide more constructive opinions and suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, safeguard the interests of the company and all shareholders, and promote the healthy and sustainable development of the company.
It is hereby reported.
(there is no text on this page, which is the signature page of 6881 Zoje Resources Investment Co.Ltd(002021) annual report of independent directors) independent directors:
Ding Fangfei, Wang Hongyan, Dong Xinzhou
Willfar Information Technology Co.Ltd(688100) February 25, 2022
