Yangtze Optical Fibre And Cable Joint Stock Limited Company(601869)
Report on the work of independent directors in 2021
Dear directors
In 2021, all independent directors of Changfei company diligently and conscientiously attended the meeting in accordance with the duties and rights of independent directors, in accordance with the company law, the guidelines for the governance of listed companies, the rules for independent directors of listed companies and other laws and regulations, regulatory rules, the articles of association and the working system of independent directors Independent opinions were issued on major matters such as the renewal of the accounting firm, and written independent opinions were issued in accordance with the regulations, which gave better play to the role of independent directors in order to safeguard the interests of all shareholders including minority shareholders and the company as a whole. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
In 2021, the company had four independent directors, namely Mr. bingshengteng, Professor Liu Deming, Mr. Song Wei and Dr. Huang Tianyou. The number of independent directors of the company shall not be less than one-third of the number of the board of directors. They are professionals in the fields of economy, optical communication and other fields, and meet the requirements of relevant laws and regulations on the proportion and professional allocation of independent directors of listed companies. The working rules for independent directors formulated by the company and the working rules for the three professional committees of strategy, audit, nomination and remuneration under the board of directors all specify the terms of office, nomination, election and replacement procedures and relevant rights and obligations of independent directors, so as to ensure that independent directors can perform relevant duties independently and prudently.
The basic information of the current independent directors is as follows:
Is there any situation in the major where the name, work history and part-time job affect the independence of background
Mr. Teng Binsheng joined Changjiang business school as an independent non-executive director at the end of 2006
He is now the vice president and professor of strategy of the Institute. Company: Haisco Pharmaceutical Group Co.Ltd(002653) pharmaceutical
Mr. Teng Binsheng worked in New York City University Group Co., Ltd
Doctor degree in strategic management, 19982006 strategy, Aoshikang Technology Co.Ltd(002913) Technology Co., Ltd
Teng bin taught at George Washington University business management company (November 2021)
He once served as an associate professor of strategic science and doctoral supervisor, and retired from Wanda on June 29
He has tenure and is responsible for the strategic Xueling Hotel Development Co., Ltd
Doctoral program in the field. Mr. Teng Binsheng, since 2020, Litian film Holding Co., Ltd
He has been an independent director of the company since January 17. department
Liu Deming, Professor of Wuhan University of science and technology
Liu Deming, member of China's next generation Internet Expert Committee, director of Guangtong Xinfen Co., Ltd., Wu No
Executive director of China Optical Engineering Society and director of optical communication Hanguang Valley Optical Networking Technology Co., Ltd
Director of information network expert committee, executive director and general manager of Next Generation Co., Ltd
Main manager of National Engineering Laboratory of Internet access system, Wuhan Anjian Optoelectronics
Ren, Secretary General of Wuhan Internet of things industry association. Liu Zhiyuan, supervisor of the company
Mr. Deming went to Wuhan Chenguang optoelectronic device Co., Ltd. in Germany from 1994 to 1996
He visited the University of Islamabad for further study. In 1999, he worked as a supervisor of central China Co., Ltd. and Wuhan Yu
Doctor's degree from University of science and technology, 1999 to Sheng North Electro-Optic Co.Ltd(600184) Co., Ltd
In 2000, he went to Nanyang University of technology in Singapore to visit independent director and Henan Shijia
Since 2000, he has served as the director of optical and Photonic Technology Co., Ltd. of Huazhong University of science and technology
Department of Electronic Engineering (now independent director of the Department of Optics and electronic informatics)
Director. Mr. Liu Deming since January 2020
He has been an independent director of the company since July 17.
Mr. Song Wei has served as Haihua tax since 2001
Chairman and chief executive of Wu Shi Firm Co., Ltd
Partner, and has served as Haiwen since 2008
Chairman of Technology Co., Ltd. Before that, song
Mr. Wei worked in finance from 1985 to 1993
Chief clerk and assistant of offshore oil tax administration of the Ministry of Finance
Scientific researcher; From 1993 to 1995, he worked as an accountant
Song Wei Hong Kong KPMG International Certified Public Accountants internal training tax no no
Division; From 1995 to 1998, he worked as a state tax official
Assistant researcher of the foreign tax administration department of the State Administration of taxation;
From 1998 to 2001, it was approved by the State Administration of taxation
Assignment to Hong Kong for China International Tax consulting
(Hong Kong) Limited. Mr. Song Wei from
He has been the independent director of the company since January 17, 2020
director.
Mr. Huang Tianyou is currently an independent non-executive director of COSCO Shipping Port Co., Ltd
Executive director, deputy general manager and company of the company: China Zhengtong automobile
Chairman of the Governance Committee and chairman of the Hong Kong Financial Reporting Service Holdings Limited
Chairman of the Bureau, corruption report review Department of the Hong Kong Independent Commission against corruption, JS global life Co., Ltd
Member of the Advisory Committee and strategy, company and Xinqiang of Hong Kong Management Association Xinjiang Goldwind Science And Technology Co.Ltd(002202)
Huang Tianyou is a member of the Council of the association.
Mr. Huang Tianyou managed Co., Ltd. in 1992, I.T. No
Limited at Andrews University, Michigan (April 2021)
Master of Business Administration (MBA) and retired from Shanghai on June 30, 2007
Hong Kong Polytechnic University received a doctorate in Business Administration Shanghai Fosun Pharmaceutical (Group) Co.Ltd(600196) (Group) shares
Bit. Mr. Huang Tianyou has been a limited liability company since January 17, 2020 (in 2021)
He has served as an independent director of the company since. (resigned on June 11, 2014)
All independent directors of the company strictly comply with the relevant requirements of laws and regulations such as the rules for independent directors of listed companies. There are no more than 5 domestic and foreign listed companies holding part-time jobs, and there is no situation affecting their independence.
2、 Annual performance of independent directors
（1） Participation in the general meeting of shareholders and the board of directors
This year should attend in person and entrust to attend in absentia
Name of director
Number of general meetings
Teng Binsheng 1 0 0
Liu Deming 1 1 0 0
Song Wei 1 1 0 0 0
Huang Tianyou 1 0 0 0
In 2021, the company held 6 meetings of the board of directors. The attendance of independent directors at the board of directors is as follows:
This year should attend in person and entrust to attend in absentia
Name of director
Number of board meetings
Teng Binsheng 6 600
Liu Deming 6 600
Song Wei 6 6 0 0
Huang Tianyou 6 600
In 2021, the company held 8 meetings of professional committees, including 1 meeting of strategy committee, 6 meetings of audit committee and 1 meeting of nomination and Remuneration Committee. The attendance of independent directors is as follows (actual attendance / expected attendance):
Strategic audit nomination and compensation
Name of director
Committee committee
Teng Binsheng 1 / 1 0 / 0 1 / 1
Liu Deming 0 / 0 6 / 6 0 / 0
Song Wei 0 / 0 6 / 6 1 / 1
Huang Tianyou 0 / 0 6 / 6 0 / 0
During the non meeting period, the independent directors carefully conduct company research, and timely understand the regulatory status of the capital market, the development of the industry and the development of the company by reading the updated information on the company's business, operation status and prospects provided by the company to the directors, as well as the latest development and changes of the listing regulatory rules; By listening to the special reports of the management, relevant departments and subsidiaries on the concerns and priorities of independent directors, we can timely understand the company's business status and possible business risks, so as to give advice on the company's business development through our own professional knowledge, serve shareholders prudently, faithfully and diligently, and safeguard the legitimate rights and interests of investors.
3、 Key issues of independent directors' annual performance (I) use of raised funds
On March 26, 2021, the independent directors of the company gave their independent opinions on the special report on the deposit and actual use of raised funds in 2020 deliberated at the 10th meeting of the third board of directors: the special report on the deposit and actual use of raised funds in 2020 truly, accurately and completely reflected the deposit and use of raised funds during the reporting period, and there were no false records Misleading statements or material omissions. The deposit and use of the company's raised funds in 2020 have fulfilled the necessary procedures, and comply with the relevant provisions of relevant laws, regulations and normative documents such as the stock listing rules of Shanghai Stock Exchange, the measures for the administration of raised funds of listed companies of Shanghai Stock Exchange, the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the administration and use of raised funds of listed companies, and there is no violation of the management of raised funds. （2） Related party transactions
January 29, 2021, The independent directors of the company made comments on the proposal on signing the 2021 sales and procurement framework agreement and approving the transaction amount cap with China Huaxin and its subsidiaries and the proposal on signing the 2021 procurement framework agreement and approving the transaction amount cap with Shanghai Nokia bell and its subsidiaries, which were considered at the ninth meeting of the third board of directors of the company Express independent opinions: the purchase and sales framework agreement and the transaction amount cap under the agreement signed by the company with China Huaxin post and Telecommunications Technology Co., Ltd. and its subsidiaries, as well as the purchase framework agreement and the transaction amount cap under the agreement signed with Shanghai Nokia bell Co., Ltd. and its subsidiaries are fair and reasonable, and carried out in the ordinary and daily business process, without prejudice to the company and its shareholders, especially China The interests of minority shareholders.
On January 29, 2021, the independent directors of the company expressed their independent opinions on the proposal on acquiring the equity of changfeiguang system held by Wuhan Yangtze Communication Industry Group Co.Ltd(600345) held by the company at the ninth meeting of the third board of directors: this transaction was formed by the company's participation in public listing and winning the bid. The board of directors of the company has performed the necessary voting procedures for related party transactions, and this transaction is in the interests of all shareholders and listed companies.
December 2021
