Pci Technology Group Co.Ltd(600728)
Report on the work of independent directors in 2021
As independent directors of Pci Technology Group Co.Ltd(600728) (hereinafter referred to as "the company"), we faithfully and diligently perform the duties of independent directors, pay full attention to the interests of the company, actively understand the production and operation of the company and actively promote the healthy development of the company in strict accordance with laws and regulations such as the securities law, the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies and the articles of association, He expressed independent and objective opinions on relevant matters considered by the board of directors, gave full play to his professional advantages and independent role, earnestly fulfilled the obligations and responsibilities of independent directors, and effectively safeguarded the standardized operation of the company and the overall interests of shareholders. The basic performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
(I) personal work experience, professional background and part-time work
Ms. Lu Xin: born in October 1963, Professor of accounting department of School of management, Jinan University and deputy director of management accounting research center. Doctor of management, School of business, Renmin University of China, deputy to the 12th and 13th National People's Congress. Since July 1989, he has been committed to the teaching, scientific research and practical activities of accounting for a long time, presided over and participated in a number of national, provincial and ministerial fund projects, wrote "building competitive advantage - strategy for transnational operation of Chinese enterprises", won the sixth national excellent work Award for foreign economic and Trade Research of the Ministry of Commerce, and successively published more than 40 academic papers in accounting research, China industrial economy, Journal of management engineering and other journals, The national teaching team is the backbone member of the "accounting teaching team". He has rich experience in management accounting practice. He once served as an expert in the expert database of Guangdong Provincial Department of communications and a special auditor of Guangdong Provincial Department of audit. He is now a think tank expert of Guangdong Provincial Department of civil affairs, presiding over and participating in a number of enterprise management consulting projects.
Mr. Lai jianhuang: born in October 1964, professor and doctoral supervisor of School of computer science, Sun Yat sen University, and director of Guangdong Key Laboratory of information security technology. Director of the academic committee of the Key Laboratory of video image intelligent analysis and application of the Ministry of public security. Vice president of China image and graphics society. Outstanding member of China computer society, deputy director of computer vision Professional Committee of China Computer Society (the first and second sessions). Director of artificial intelligence special committee of Guangdong Security Association. Chairman of Guangdong image and Graphics Society (the fourth and fifth sessions). Executive director of China biometric industry technology innovation strategic alliance. IEEE senior member. The main research fields are computer vision, biometric recognition, pattern recognition and machine learning. He has presided over and undertaken the joint research of National Natural Science Foundation of China and Guangdong
Two point projects or topics, one science and technology support project of the Ministry of science and technology, five projects of the National Natural Science Foundation of China, special projects of frontier and key technology innovation in Guangdong Province, etc., won the first prize of Natural Science in Guangdong Province (ranking 1 in 2018). More than 200 academic papers have been published, mainly in international authoritative journals such as ieeetpami and ieeetip, as well as major academic conferences such as iccv and CVPR. It has a number of national invention patents and software copyrights.
Mr. Lu Xiaoming: born in August 1970, professor and doctor of law, School of law, Guangdong University of Finance and economics. Leader of civil and commercial law discipline of Guangdong University of Finance and economics, deputy director of Academic Committee of Guangdong University of Finance and economics; Member of the 13th CPPCC National Committee; Specially invited mediator of cross-border commercial disputes in Guangdong Hong Kong Macao Great Bay District of Guangdong court; Special supervisor of Guangdong Provincial People's court; Arbitrator of Guangzhou Arbitration Commission; Executive director of Consumer Protection Law Research Society of China law society, director of Civil Law Research Society of China law society, executive director of Guangdong law society and vice president of civil and Commercial Law Research Society of Guangdong law society. The main research field is civil and commercial law. He has been engaged in legal education and research since July 1999. So far, he is good at handling legal affairs in the fields of company, contract and real estate, and has the qualification of lawyer approved by the Ministry of justice. Presided over nearly 10 major projects of the National Social Science Fund and other projects at or above the provincial and ministerial level; Won the second and third prizes of outstanding achievements in philosophy and social sciences of Guangdong Province (20112020, independent), the first prize of outstanding achievements in law of Guangdong Province (20112014, independent), the second prize of outstanding achievements in philosophy and social sciences of Foshan City (2011, independent) and other awards; He has published more than 50 papers and 5 Monographs in core journals such as China law, legal business research, jurist, legal science and Tsinghua law.
(II) whether there are conditions affecting independence
As an independent director of the company, he has no relationship with the controlling shareholder and actual controller of the company, has not obtained additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel, and has no circumstances affecting his independence.
2、 Annual performance of independent directors
(I) attendance at board meetings
In 2021, independent directors Lu Xin, Lai jianhuang and Lu Xiaoming personally attended all the board meetings that should be attended. During the meeting, carefully review the meeting proposals and relevant materials, actively participate in the discussion of various proposals and fully express independent opinions. Vote in favor of the proposals considered at each board meeting.
Names of independent directors should attend the meeting in person in this year. Whether the absence is entrusted by means of communication? Whether the number of times of attendance at the meeting of the board of directors has not been attended for two consecutive times
Lu Xin 20 20 19 0 0 0 no
Lai jianhuang 20 20 18 00 0 no
Lu Xiaoming 20 20 19 0 0 0 no
(II) attendance at the general meeting of shareholders
In 2021, independent director Lu Xin attended two general meetings, independent director Lai jianhuang attended five general meetings, and independent director Lu Xiaoming attended three general meetings.
(III) attendance at professional committees of the board of directors
As members of the audit committee of the board of directors of the company, independent directors Lu Xin and Lai jianhuang reviewed the company's 2020 annual report, the first quarter report of 2021, the semi annual report of 2021, the third quarter report of 2021, as well as the house lease contract and related party transactions. As an accounting professional, Lu Xin, the independent director, paid professional attention to the company's regular financial reporting and reviewed major related party transactions. Independent directors have put forward good suggestions on the above work.
As members of the remuneration and assessment committee of the board of directors, independent directors Lu Xiaoming and Lu Xin reviewed the remuneration plan of the company's senior managers, repurchase, cancellation and termination of the company's 2019 restricted stock incentive plan, the company's 2021 restricted stock incentive plan (Draft), adjustment of the 2021 restricted stock incentive plan and the first grant of the company's 2021 restricted stock incentive plan.
As members of the nomination committee, independent directors Lai jianhuang and Lu Xiaoming reviewed and nominated the candidates for directors, executive president, senior vice president and chief financial officer of the company.
(IV) on site investigation and the company's cooperation with independent directors
The management of the company attaches great importance to the communication with independent directors. Through the channels of the board of directors, the general meeting of shareholders, the communication meeting between independent directors and accountants, the management of the company reports the production and operation of the company and the progress of major events to the independent directors, and timely introduces the production and operation of the company in the current year to us after the end of the year, providing complete conditions and support for us to perform our duties.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on the following matters. After checking the relevant materials, we made an independent and clear judgment on the legality and compliance of the relevant decisions, implementation and disclosure of each matter, and expressed independent opinions. The details are as follows:
(I) release of independent opinions on related party transactions
During the reporting period, we issued prior approval opinions and independent opinions on the company's house leasing and related party transactions and the company's daily related party transactions in 2021. We believe that the pricing of related party transactions is objective and fair. When the board of directors considered the above related party transactions, the related directors avoided voting, the voting procedures comply with the provisions of relevant laws and regulations, and no circumstances damaging the legitimate interests of the company and shareholders were found.
(II) external guarantee and fund occupation
The company deliberates the guarantee matters in strict accordance with the requirements of normative documents such as the articles of association and the Listing Rules of Shanghai Stock Exchange, and implements them within the scope of authorization of the resolution to strictly control risks. After verification, the company has no new external guarantee and capital occupation outside the scope of consolidated statements in 2021. As of December 31, 2021, the balance of external guarantee of the company is 0 yuan.
In 2021, the company's cumulative guarantee amount to its subsidiaries was 576708 million yuan. As of December 31, 2021, the guarantee balance was 298025 million yuan, which had fulfilled the deliberation procedures of the board of directors and the general meeting of shareholders and complied with the provisions of relevant laws and regulations and the articles of Association.
(III) nomination of candidates for directors and appointment of senior executives
During the reporting period, the board of directors of the company appointed he Huaqiang as the company's executive president, Liu Jia as the company's chief financial officer and Liu Feng as the company's senior vice president, and nominated he Huaqiang and Liu Feng as candidates for directors of the company until the expiration of the ninth board of directors.
Independent directors express independent opinions on the above appointments and nominations. According to the resumes of the above-mentioned personnel, it is not found that the above-mentioned personnel are unfit to serve as senior executives of the company or directors of the company. They agree with the board of directors on the appointment of senior executives and the nomination of director candidates of the above-mentioned personnel.
(IV) use of raised funds
1. The company has disclosed the annual and semi annual reports on the use of raised funds in accordance with relevant regulations. The use of raised funds in 2021 is standardized and in line with relevant regulatory regulations.
2. After deliberation and approval by the board of directors of the company, some idle raised funds shall not exceed 500 million yuan to temporarily supplement the working capital, and all the raised funds for temporarily supplementing the working capital have been returned within the specified time.
3. With the approval of the board of directors of the company, the company postponed the investment project with raised funds, which is in line with the actual construction progress of the company's raised investment, and there is no change or disguised change in the investment direction of raised funds.
(V) performance forecast
During the reporting period, the company issued the annual performance forecast for 2021, which met the relevant provisions of the stock listing rules of Shanghai Stock Exchange.
(VI) appointment of accounting firm
During the reporting period, the company continued to employ Tianzhi international accounting firm (special general partnership) as the company's audit institution in 2021. Tianzhi international is an accounting firm mainly engaged in the audit business of listed companies. It independently undertakes the business of certified public accountants according to law and has the corresponding professional competence and investor protection ability. Tianzhi international and relevant auditors meet the independence requirements of relevant laws and regulations, Have a good record of integrity.
(VII) cash dividends and other investor returns
During the reporting period, the company implemented the profit distribution plan for 2020. Taking the total share capital on the date of equity registration as the base, the company distributed a cash dividend of 0.16 yuan (including tax) to all shareholders for every 10 shares, without giving bonus shares or converting provident fund into share capital. The above dividends were completed on July 23, 2021.
We believe that the above cash dividend scheme of the company reflects the reasonable return of the company to investors, takes into account the reasonable needs of the company's operation and development, does not harm the interests of the company and small and medium-sized investors, and complies with the relevant provisions of the company law, the articles of Association and laws and regulations.
(VIII) performance of commitments of the company and shareholders
1. Commitments under implementation of major asset restructuring:
(1) Duilong Pci Technology Group Co.Ltd(600728) Co., Ltd. and Liu Wei, who injected assets for major asset restructuring, made relevant commitments. The commitments still in implementation include the commitment to maintain the independence of listed companies, the commitment to avoid horizontal competition, the commitment to reduce and standardize related party transactions, and the commitment to social security and provident fund of the target company.
(2) Liu Wei made a commitment to understand the capital occupation commitment of the winning company and the capital contribution of the target company jiazhonglian.
The above commitments are still being fulfilled and there is no breach of commitments.
2. Commitments related to convertible bond issuance
(1) Due to the issuance of convertible bonds, the controlling shareholder, actual controller and directors, supervisors and senior management of the company promise as follows:
a. Pci Technology Group Co.Ltd(600728) and its subsidiaries within the scope of consolidated statements did not have any illegal acts such as idle land and land speculation, reluctant sale of land, bid up house prices, and were not subject to administrative punishment or investigation by relevant competent departments of land and resources during the reporting period.
b. After this commitment is made, if Pci Technology Group Co.Ltd(600728) or its subsidiaries within the scope of consolidated statements are subject to administrative punishment or filed for investigation by the competent department of land and resources due to the above violations, Pci Technology Group Co.Ltd(600728) will disclose relevant information in a timely and truthful manner.
c. As of the date of issuance of this letter of commitment, if Pci Technology Group Co.Ltd(600728) and its subsidiaries within the scope of consolidated statements are subject to undisclosed illegal acts such as idle land, land speculation, reluctant sale, driving up house prices, or undisclosed administrative punishment or investigation due to the above-mentioned illegal acts, resulting in losses to Pci Technology Group Co.Ltd(600728) and investors, the company (I) will, in accordance with relevant laws It shall be liable for compensation in accordance with the provisions of administrative regulations and the requirements of the securities regulatory department.
(2) The company makes the following commitments on the purpose of the funds raised by the public issuance of convertible corporate bonds:
a. Within 36 months from the date when the funds raised from this public offering of convertible corporate bonds are in place, the company will not use its own funds or raised funds to provide financial support directly or in disguise to Guangzhou Panyu Huicheng microfinance Co., Ltd. such financial support includes but is not limited to capital increase, borrowing Guarantee and financial assistance referred to in the registration guide for information disclosure announcement categories of Shanghai Stock Exchange of Shanghai Stock Exchange.
b. Within 36 months from the date when the funds raised from this public offering of convertible corporate bonds are in place, the company will not use its own funds or raised funds to provide financial support directly or in disguise to Guangdong Yueke Jiadu venture capital center (limited partnership) and Guangzhou jiaduhui artificial intelligence industry investment fund partnership (limited partnership). Such financial support includes but is not limited to capital increase, borrowing Guarantee and financial assistance referred to in the registration guide for information disclosure announcement categories of Shanghai Stock Exchange of Shanghai Stock Exchange.
The above commitments were strictly implemented and there was no breach of commitments.
(IX) implementation of information disclosure
In 2021, the company issued four periodic reports
