Beijing Kingsoft Office Software Inc(688111)
2021 annual report of independent directors
Dear directors
After being deliberated and approved by the board of directors and the extraordinary general meeting of shareholders of Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as “the company”), I served as an independent director of the second board of directors of the company and a member of the audit committee, nomination committee and remuneration and assessment committee of the company.
In 2021, I faithfully performed my duties in strict accordance with the provisions and requirements of the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the rules of procedure for Beijing Kingsoft Office Software Inc(688111) independent directors and Beijing Kingsoft Office Software Inc(688111) articles of association, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company, The role of independent directors and professional committees has been brought into full play, and the legitimate rights and interests of public shareholders have been better protected. The work in 2021 is briefly reported as follows:
1、 Attendance and voting
I actively participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of various proposals and put forward reasonable suggestions, and played a positive role in the correct and scientific decision-making of the board of directors. In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. My attendance at the meeting is as follows:
(I) attendance at board meetings
1. In 2021, the company held 10 board meetings, all of which I attended in person; They voted in favor of all the proposals considered at the board meeting.
2. In 2021, the company held two audit committee meetings, all of which I attended in person; They voted in favor of all the bills considered at the meeting.
3. In 2021, the company held a nomination committee meeting, all of which were attended in person; They voted in favor of all the bills considered at the meeting.
4. No other independent directors were authorized to attend the meeting during the year.
5. I have not raised any objection to any matter of the company during the year.
(II) attendance at the general meeting of shareholders
In 2021, when I was an independent director, the company held three general meetings of shareholders, all of which I attended.
2、 Independent opinions
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the rules of procedure for Beijing Kingsoft Office Software Inc(688111) independent directors, the standards for the governance of listed companies and other relevant rules and regulations, as an independent director of the company, I am responsible for the company’s profit distribution in 2020, the financial audit fees in 2020 and the renewal of the financial and internal control audit institution in 2021 Special report on the deposit and actual use of raised funds in 2020 and the half year of 2021, changes in the company’s accounting policies, prediction of daily related party transactions in 2021, authorization to continue to use idle self owned funds to buy financial products, use idle self owned funds to buy financial products, external guarantee of the company, increase the implementation subject and location of raised investment projects Draft of the incentive plan for the establishment of a wholly-owned subsidiary in 2021, the proposal for the increase of the amount of capital raised and the implementation of the management measures for the temporary use of restricted funds in 2021 He expressed independent opinions on foreign investment and related party transactions, changes in financial and internal control audit institutions, use of some temporarily idle raised funds for cash management, adjustment of the equity price granted by the 2021 restricted stock incentive plan, and grant of some reserved restricted stocks to incentive objects.
3、 Performance of duties
As a member of the company’s audit committee, nomination committee and remuneration and assessment committee, I actively perform my duties and supervise the company’s accounting, financial reports and accounting statements; Formulate and review the remuneration policies and plans of the company’s directors and managers.
4、 On site investigation of corporate governance structure and operation management
In 2021, I had an in-depth understanding of the company’s production and operation status, the implementation of resolutions of the board of directors, financial management, business development and other related matters; Keep close contact with other directors, supervisors, senior managers and relevant personnel of the company, always pay attention to the impact of external environment and market changes on the company, and timely grasp the operation dynamics of the company.
During the preparation of the company’s 2021 annual report, carefully listen to the report of the company’s management on the operation of each stage and the progress of major events, understand and master the audit work arrangement and audit progress of the 2021 annual report, discuss with external audit institutions to determine the key scope of the audit work, carefully review relevant materials including financial statements, and effectively communicate the problems found in the audit process, Ensure that the audit report can fully reflect the actual situation of the company.
5、 Work done in protecting the rights and interests of investors
1. Performance of duties of independent directors. Every proposal that needs to be submitted to the board of directors for deliberation is carefully reviewed, and relevant departments and personnel of the company are asked if necessary. On this basis, the legitimate rights and interests of the company and the majority of investors are effectively safeguarded by using their own professional knowledge and independent, objective and prudent precedent voting rights.
2. In order to effectively perform the duties of independent directors, I carefully study the relevant documents issued by China Securities Regulatory Commission and Shanghai Stock Exchange, and deepen my understanding and understanding of relevant laws and regulations, so as to strengthen and improve the awareness of protecting the company and investors.
6、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to convene an extraordinary general meeting of shareholders;
3. There is no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to faithfully and diligently perform the duties of independent directors, strengthen the communication and cooperation with the board of directors, the board of supervisors and the management of the company, and deeply understand the production and operation of the company, so as to better supervise the production and operation management of the company, make the company develop continuously, steadily and rapidly, repay the public shareholders with excellent performance, and protect the legitimate rights and interests of minority shareholders.
Beijing Kingsoft Office Software Inc(688111) independent director Chen zuotao
Beijing Kingsoft Office Software Inc(688111)
2021 annual report of independent directors
Dear directors
After being deliberated and approved by the board of directors of Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as “the company”) and the extraordinary general meeting of shareholders, I served as an independent director of the second board of directors of the company and a member of the audit committee, nomination committee, remuneration and assessment committee and Strategy Committee of the company.
In 2021, I faithfully performed my duties in strict accordance with the provisions and requirements of the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the rules of procedure for Beijing Kingsoft Office Software Inc(688111) independent directors and Beijing Kingsoft Office Software Inc(688111) articles of association, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company, The role of independent directors and professional committees has been brought into full play, and the legitimate rights and interests of public shareholders have been better protected. The work in 2021 is briefly reported as follows:
1、 Attendance and voting
I actively participated in the board of directors and shareholders’ meeting held by the company, carefully reviewed the relevant materials of the meeting, actively participated in the discussion of various proposals and put forward reasonable suggestions, and played a positive role in the correct and scientific decision-making of the board of directors. In 2021, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and major business decisions and other major matters were subject to relevant approval procedures. My attendance at the meeting is as follows:
(I) attendance at board meetings
1. In 2021, the company held 10 board meetings, all of which I attended in person; They voted in favor of all the proposals considered at the board meeting.
2. In 2021, the company held two audit committee meetings, all of which I attended in person; They voted in favor of all the bills considered at the meeting.
3. In 2021, the company held a nomination committee meeting, all of which were attended in person; They voted in favor of all the bills considered at the meeting.
4. In 2021, the company held a nomination strategy committee meeting, all of which were attended in person;
5. No other independent directors were authorized to attend the meeting during the year.
6. I have not raised any objection to any matter of the company during the year.
(II) attendance at the general meeting of shareholders
In 2021, when I was an independent director, the company held three general meetings of shareholders, all of which I attended.
2、 Independent opinions
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the rules of procedure for Beijing Kingsoft Office Software Inc(688111) independent directors, the standards for the governance of listed companies and other relevant rules and regulations, as an independent director of the company, I am responsible for the company’s profit distribution in 2020, the financial audit fees in 2020 and the renewal of the financial and internal control audit institution in 2021 Special report on the deposit and actual use of raised funds in 2020 and the half year of 2021, changes in the company’s accounting policies, prediction of daily related party transactions in 2021, authorization to continue to use idle self owned funds to buy financial products, use idle self owned funds to buy financial products, external guarantee of the company, increase the implementation subject and location of raised investment projects Draft of the incentive plan for the establishment of a wholly-owned subsidiary in 2021, the proposal for the increase of the amount of capital raised and the implementation of the management measures for the temporary use of restricted funds in 2021 He expressed independent opinions on foreign investment and related party transactions, changes in financial and internal control audit institutions, use of some temporarily idle raised funds for cash management, adjustment of the equity price granted by the 2021 restricted stock incentive plan, and grant of some reserved restricted stocks to incentive objects.
3、 Performance of duties
As a member of the company’s audit committee, nomination committee and remuneration and assessment committee, I actively perform my duties and supervise the company’s accounting, financial reports and accounting statements; Formulate and review the remuneration policies and plans of the company’s directors and managers.
4、 On site investigation of corporate governance structure and operation management
In 2021, I had an in-depth understanding of the company’s production and operation status, the implementation of resolutions of the board of directors, financial management, business development and other related matters; Keep close contact with other directors, supervisors, senior managers and relevant personnel of the company, always pay attention to the impact of external environment and market changes on the company, and timely grasp the operation dynamics of the company.
During the preparation of the company’s 2021 annual report, carefully listen to the report of the company’s management on the operation of each stage and the progress of major events, understand and master the audit work arrangement and audit progress of the 2021 annual report, discuss with external audit institutions to determine the key scope of the audit work, carefully review relevant materials including financial statements, and effectively communicate the problems found in the audit process, Ensure that the audit report can fully reflect the actual situation of the company.
5、 Work done in protecting the rights and interests of investors
1. Performance of duties of independent directors. Every proposal that needs to be submitted to the board of directors for deliberation is carefully reviewed, and relevant departments and personnel of the company are asked if necessary. On this basis, the legitimate rights and interests of the company and the majority of investors are effectively safeguarded by using their own professional knowledge and independent, objective and prudent precedent voting rights.
2. In order to effectively perform the duties of independent directors, I carefully study the relevant documents issued by China Securities Regulatory Commission and Shanghai Stock Exchange, and deepen my understanding and understanding of relevant laws and regulations, so as to strengthen and improve the awareness of protecting the company and investors.
6、 Other working conditions
1. There is no proposal to convene the board of directors;
2. There is no proposal to convene an extraordinary general meeting of shareholders;
3. There is no independent engagement of external audit institutions and consulting institutions.
In 2022, I will continue to faithfully and diligently perform the duties of independent directors, strengthen the communication and cooperation with the board of directors, the board of supervisors and the management of the company, and deeply understand the production and operation of the company, so as to better supervise the production and operation management of the company, make the company develop continuously, steadily and rapidly, repay the public shareholders with excellent performance, and protect the legitimate rights and interests of minority shareholders.
Beijing Kingsoft Office Software Inc(688111)
Independent director Lu Peng March 23, 2022
Beijing Kingsoft Office Software Inc(688111)
2021 annual report of independent directors
Dear directors
After being deliberated and approved by the board of directors of Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as “the company”) and the extraordinary general meeting of shareholders, I served as an independent director of the second board of directors of the company and a member of the audit committee, nomination committee, remuneration and assessment committee and Strategy Committee of the company.
In 2021, I faithfully performed my duties in strict accordance with the provisions and requirements of the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations, as well as the rules of procedure for Beijing Kingsoft Office Software Inc(688111) independent directors and Beijing Kingsoft Office Software Inc(688111) articles of association, actively attended relevant meetings, carefully considered various proposals of the board of directors, and expressed independent opinions on major matters of the company, The role of independent directors and professional committees has been brought into full play, and the legitimate rights and interests of public shareholders have been better protected. Now 20
