Sichuan Jiuyuan Yinhai Software Co.Ltd(002777)
Report on the work of independent directors in 2021
—-Feng Jian
As an independent director of the 5th board of directors of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) (hereinafter referred to as “the company”), during his tenure, he strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guiding opinions on the establishment of independent director system by listed companies Several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and the articles of association and other relevant provisions, in line with the principles of diligence, loyalty and good faith and the attitude of being responsible to all shareholders, carefully and dutifully supervise the operation of the company and safeguard the interests of all shareholders. During the reporting period, carefully consider various proposals, objectively express their own views and opinions, and use professional knowledge to make independent and impartial judgments, which plays a due role in promoting the standardized operation of the company, safeguarding the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. The performance of duties in 2021 is reported as follows: I. attendance at the board of directors and the general meeting of shareholders
In 2021, the board of directors of the company held 8 meetings and participated in 8 meetings. All participants in the on-site meeting; The company held 2 general meetings of shareholders and attended 2 meetings as nonvoting delegates. The relevant proposals considered at previous board meetings were carefully considered, actively participated in the discussion, put forward reasonable suggestions, exercised voting rights in a scientific and prudent manner, and voted in favour of all proposals at the meeting without objection or abstention. 2、 Work in the special committee of the board of directors
In November 2020, I was employed by the company as an independent director of the 5th board of directors, and was elected as a member of the remuneration and assessment committee of the board of directors and the director of the audit committee of the board of directors.
During the reporting period, he presided over four audit committee meetings, deliberated and adopted the full text of the company’s 2020 annual report and its text, the appointment of 2021 annual audit institution, the company’s 2021 first quarter report and its abstract, the full text and its text of the company’s 2021 semi annual report, and the company’s 2021 third quarter report and its abstract. Participated in two meetings of the remuneration and appraisal committee, deliberated and approved the results of performance appraisal of the company’s management remuneration in 2020 and the company’s management remuneration plan in Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) 2021. 3、 Go to the company’s site for office, investigation and suggestions
As an independent director of the company, I was diligent and conscientious in 2021. In addition to attending the board of directors and exercising my functions and powers at the board of directors, expressing opinions and attending the general meeting of shareholders, I also made full use of other time to report on the large investment of the company. In 2021, I actively and effectively performed the duties of independent directors and earnestly safeguarded the interests of the company and the general public shareholders. 4、 Independent opinions
Time session independent opinion content opinion type
1. Independent opinions on the performance appraisal of the company’s management in 2020
2. Independent opinions on the self-evaluation report of the company’s internal control in 2020
3. Independent opinions on the company’s 2020 profit distribution plan
2021.3.12 the 5th board of directors agreed to the independent opinions of the third meeting 4. Special report on the deposit and use of raised funds in 2020
5. About the company’s funds occupied by the company’s controlling shareholders and other related parties, the company’s accumulated and current
Special description and independent opinions on external guarantee
6. Independent opinions on the appointment of audit institutions in 2021
2021.4.28 the 5th board of directors 1. The proposal on signing technology development contract and related party transaction with Ping An health medical company agreed to the fourth meeting
2021.5.14 the 5th board of directors 1. The proposal on related party transactions caused by public bidding agreed to the 5th meeting
1. On terminating the implementation of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) restricted stock incentive
2021.5.31 the proposal on the plan (Draft) of the Fifth Board of directors and its summary agreed to the sixth meeting 2. On terminating the implementation of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) restricted stock incentive
Proposal on the implementation of assessment management measures
2021.6.23 the 5th board of directors 1. The proposal on by election of candidates for non independent directors of the 5th board of directors of the company agrees with the 7th meeting
1. About the company’s funds occupied by the company’s controlling shareholders and other related parties, the company’s accumulated and current
2021.8.20 the special explanation and independent opinions on external guarantee of the 5th board of directors agree with the 8th meeting 2. Deposit and of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) 2021 semi annual raised funds
Proposal for special report on use
202110.9 the 5th board of directors 1. Proposal on the capital increase and share expansion of Xinjiang Yinhai Dingfeng Software Co., Ltd., a holding subsidiary, by introducing investors through public listing
5、 Work on protecting investors’ rights and interests
1. As an independent director of the company, I perform my duties in strict accordance with relevant laws and regulations, the articles of association and the company’s working system for independent directors, earnestly do a good job in information disclosure, and urge the company to timely and accurately disclose periodic reports and other matters that have a significant impact on the company.
2. Perform their duties in strict accordance with relevant laws, administrative regulations, departmental rules, normative documents, the articles of association and the working system of independent directors, actively participate in the meetings of the board of directors of the company and the meetings of the special committees of the board of directors as members, carefully consider various proposals, and inquire and discuss with relevant personnel, And use their professional knowledge and judgment to provide constructive opinions for the company, promote the scientific and objective decision-making of the board of directors and the standardized operation of the company, and effectively perform the duties of independent directors.
4. During the reporting period, we carefully studied the relevant regulations and normative documents newly issued by the China Securities Regulatory Commission and Shenzhen Stock Exchange, continuously strengthened our understanding and understanding of standardizing the corporate governance structure and protecting the legitimate rights and interests of public investors, and effectively strengthened the ability to protect the legitimate rights and interests of Companies and investors. 6、 Other matters
1. There is no proposal to convene the board of directors;
2. There is no proposal to hire or dismiss an accounting firm;
3. There is no independent engagement of external audit institutions and consulting institutions
In 2022, I will continue to fulfill my obligations diligently and conscientiously in accordance with the provisions and requirements of relevant laws and regulations on independent directors, and earnestly safeguard the legitimate rights and interests of the company and the majority of investors. Strengthen communication and exchange with directors, supervisors and management, supervise and urge the standardized operation of the company’s board of directors, provide reasonable suggestions for the decision-making of the board of directors, and safeguard the legitimate rights and interests of the company and investors, especially minority shareholders.
Independent director: Feng Jian contact information: [email protected]. March 11, 2022
Sichuan Jiuyuan Yinhai Software Co.Ltd(002777)
Report on the work of independent directors in 2021
—-Li Guangjin
As an independent director of the 5th board of directors of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies In accordance with the provisions of relevant laws and regulations such as several provisions on strengthening the protection of the rights and interests of shareholders of social public shares and the requirements of the articles of association, in the principle of diligence, integrity and law-abiding, and in the attitude of being responsible to all shareholders, earnestly perform the duties of independent directors, give full play to the independent role of independent directors, and safeguard the interests of all shareholders, especially small and medium-sized shareholders. The following is my report on my performance in 2021:
1、 Attendance at the board of directors and shareholders’ meeting
In 2021, the board of directors of the company held 8 meetings, and I attended 8 meetings. All on-site meetings shall be attended by myself; The company held 2 general meetings of shareholders, and I attended 2 meetings as a nonvoting delegate. Carefully considered the relevant proposals considered at the meeting of the board of directors, actively participated in the discussion, expressed opinions and put forward suggestions, exercised the voting right in a scientific and prudent manner, and voted in favour of all proposals at the meeting without voting against or abstaining.
2、 Work in the special committee of the board of directors
In November 2020, I was nominated as the chairman of the board of directors and the independent Remuneration Committee of the company, and was appointed as the chairman and member of the Fifth Board of directors and the Remuneration Committee of the company.
During the reporting period, he participated in two meetings of the remuneration and appraisal committee, deliberated and approved the results of the performance appraisal of the company’s management remuneration in 2020 and the proposal on the performance appraisal scheme of the company’s management remuneration in 2021. Participated in one nomination committee meeting, considered and approved the qualifications of candidates for non independent directors of the Fifth Board of directors.
3、 Go to the company’s site for office, investigation and suggestions
As an independent director of the company, during the reporting period, he took advantage of his participation in the board of directors and other opportunities to understand the company’s production, operation and financial situation, and listened to the company’s management’s briefing on the feasibility analysis of investment projects, operation status and standardized operation of the company; Keep close contact with other directors and senior executives of the company, and always pay attention to the relevant reports of the company, the impact of international economic situation and external market changes on the company’s operating conditions; Timely learn the progress of major events of the company, and master the production, operation and management dynamics of the company.
4、 Independent opinions
Time session independent opinion content opinion type
1. Independent opinions on the performance appraisal of the company’s management in 2020
2. Independent opinions on the self-evaluation report of the company’s internal control in 2020
3. Independent opinions on the company’s 2020 profit distribution plan
2021.3.12 the independent consent of the 4th special report on the deposit and use of raised funds in 2020 of the Fifth Board of directors is agreed at the third meeting. See
5. About the company’s funds occupied by the company’s controlling shareholders and other related parties, the company’s accumulated and
Special description and independent opinions on the current external guarantee
6. Independent opinions on the appointment of audit institutions in 2021
2021.4.28 proposal of the 4th meeting of the 5th board of directors on signing technology development contract and related party transaction with Ping An health medical company
2021.5.14 at the 1st meeting of the 5th board of directors, the proposal on related party transactions caused by public bidding was approved at the 5th meeting
1. On terminating the implementation of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) restricted stock incentive
The proposal on the incentive plan (Draft) and its summary of the Fifth Board of directors agreed to the sixth meeting on May 31, 2021
2. On terminating the execution of Sichuan Jiuyuan Yinhai Software Co.Ltd(002777) restricted stock
Proposal on the implementation of assessment management measures for incentive plan
2021.6.23 on the 1st of the 5th board of directors, about the by election of the 5th director of the company
