Beijing Supermap Software Co.Ltd(300036)
2021 annual report of independent directors
Shareholders and shareholder representatives:
As an independent director of the 5th board of directors of Beijing Supermap Software Co.Ltd(300036) (hereinafter referred to as “the company”), I strictly followed the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the operation of the regulations of Shenzhen Stock Exchange GEM listed companies, the guiding opinions on the establishment of independent directors in listed companies and other relevant laws and regulations in 2021 The normative documents, the working system of Beijing Supermap Software Co.Ltd(300036) independent directors and the relevant provisions and requirements of the detailed rules for the implementation of each special committee faithfully and diligently performed the duties of independent directors, attended the meetings that should be attended on time, carefully deliberated on proposals, expressed independent, objective and professional opinions, and effectively safeguarded the interests of the company and shareholders.
I hereby report my performance in 2021 as follows:
1、 Attendance at company meetings
In 2021, the company held 8 meetings of the board of directors and 3 general meetings of shareholders. I participated in the board of directors in the form of communication. I did not attend the general meeting of shareholders in absentia or in person for two consecutive times. During the reporting period, I carefully considered the proposals submitted to the meeting, maintained full communication with the company’s management and exercised the voting right with a cautious attitude. I believe that the convening of the two meetings of the company complies with the legal procedures, and the relevant approval procedures have been performed for major matters, which are legal and effective. Therefore, I voted in favour of all proposals and other matters of the company’s board of directors, and there are no objections Waiver.
2、 Independent opinions
In 2021, as an independent director, I expressed independent opinions on the following matters:
1. On March 23, 2021, the second meeting of the Fifth Board of directors carefully considered and expressed independent opinions on the self-evaluation report of the company’s internal control in 2020, the company’s related party transactions in 2020, the company’s capital transactions with controlling shareholders and related parties and external guarantees, the company’s profit distribution plan in 2020, the use of temporarily idle own funds for cash, the renewal of the employment of accounting firms, changes in accounting policies and other matters.
2. On May 7, 2021, the fifth meeting of the Fifth Board of directors of the company deliberated on matters related to the duration of the company’s phase I employee stock ownership plan and issued independent opinions.
3. On August 9, 2021, the seventh meeting of the Fifth Board of directors of the company deliberated and expressed independent opinions on the occupation of the company’s funds by the company’s controlling shareholders and other related parties in the first half of 2021, external guarantee, replacement of self raised funds invested in raised investment projects in advance with raised funds, cash management with temporarily idle raised funds and self owned funds, etc.
4. On August 31, 2021, the 8th meeting of the 5th board of directors of the company deliberated and issued independent opinions on matters related to the 2019 stock option incentive plan of the company.
5. On October 27, 2021, the 9th meeting of the 5th board of directors of the company deliberated and issued independent opinions on the change of the chairman and legal representative of the 5th board of directors, the change of independent directors, the appointment of senior managers and the change of the Secretary of the board of directors.
I believe that the major matters considered by the company in 2021 are in line with the provisions of relevant laws, regulations and the articles of association. The company’s procedures for considering and voting on major matters are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
3、 Performance of professional committees
As a member of the audit committee of the board of directors, the convener of the remuneration and assessment committee, the convener of the nomination committee and the member of the strategy and Development Committee, in accordance with the relevant provisions and requirements of the implementation rules of the audit committee, the implementation rules of the remuneration and assessment committee and the implementation rules of the nomination committee, I performed the following duties in 2021: in 2021, I attended four audit committee meetings, Reviewed and confirmed the financial part of the financial report in each periodic report of the company; Reviewed and confirmed the internal control of the company and the funds occupied by the controlling shareholders and other related parties.
In 2021, I convened three meetings of the remuneration and assessment committee to review the remuneration of directors and senior managers, the extension of the duration of the company’s employee stock ownership plan, the exercise of equity incentive plan and other matters.
In 2021, I attended a nomination committee meeting to review the change of the chairman and legal representative of the Fifth Board of directors, the change of independent directors, the appointment of senior managers and the change of the Secretary of the board of directors.
In 2021, I convened a meeting of the strategy and Development Committee to discuss the change of the company’s name and business scope of the company’s wholly-owned subsidiary.
4、 On site investigation of the company
In 2021, through reviewing documents, on-site investigation and other forms, I focused on understanding the company’s financial situation, production and operation, standardized operation and internal control, and conducted in-depth exchanges and discussions with the company’s management on the company’s operation and management and future development strategy; Keep close contact with the company’s directors, senior executives and relevant staff by telephone or e-mail, and timely learn about the progress of major matters of the company. At the same time, always pay attention to the impact of external environment and market changes on the company, as well as the reports related to the company in the media.
5、 Other work on protecting investors’ rights and interests
1. Perform their duties in strict accordance with relevant laws and regulations, working rules for independent directors and the articles of association, participate in the board of directors on time, review the materials provided in advance for the proposals to be considered by the board of directors, and make independent and impartial judgments by using their own professional knowledge. When expressing independent opinions, it shall not be affected by the company and major shareholders, and effectively protect the interests of minority shareholders.
2. Deeply understand the improvement and implementation of the company’s production, operation, management and internal control systems, the implementation of resolutions of the board of directors, financial management, related party transactions, business development and the progress of investment projects, consult relevant materials, maintain communication with relevant management personnel, and pay attention to the company’s operation and internal control.
3. Continue to pay attention to corporate governance and information disclosure, urge the company to continuously standardize its operation in strict accordance with the requirements of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and the administrative measures for information disclosure, improve the level of governance, and make the information disclosure true, accurate, complete, timely and fair, Earnestly fulfill the obligations of information disclosure of listed companies.
4. Always pay attention to the changes of corresponding systems and regulations, continuously improve the ability to perform duties by strengthening their own learning, follow up and master the changes of laws and regulations, strengthen the ability to protect the rights and interests of investors, and strive to provide better opinions and suggestions for the company’s scientific decision-making and risk prevention.
6、 Other working conditions
1. In 2021, I did not raise any objection to the proposal of the board meeting this year.
2. In 2021, I did not propose to convene the board of directors.
3. In 2021, I did not propose to hire an external audit and consulting agency independently.
In 2022, I will continue to perform the duties of independent directors in the spirit of integrity and diligence, in accordance with the provisions and requirements of laws and regulations and the articles of association, give better play to the role of independent directors, protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, and promote the standardized operation and healthy and long-term development of the company.
independent director:
Tang Guoan
March 23, 2022
