Fujian Rongji Software Co.Ltd(002474)
Report on the work of independent directors in 2021
As an independent director of the 5th board of directors of Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company”), I worked in 2021, In strict accordance with the provisions of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board, as well as the articles of association and the working system of independent directors of the company, Based on the principles of independence, objectivity and impartiality, he worked diligently and gave full play to the role of independent directors, and better safeguarded 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:
1、 Attendance at the board of directors and shareholders’ meeting
1. Number of meetings held by the company during the reporting period
(1) In 2021, the company held 8 board meetings. They are: the 8th meeting of the 5th board of directors, the 9th meeting of the 5th board of directors, the 10th meeting of the 5th board of directors, the 11th meeting of the 5th board of directors, the 12th meeting of the 5th board of directors, the 13th meeting of the 5th board of directors, the 14th meeting of the 5th board of directors and the 15th meeting of the 5th board of directors.
(2) In 2021, the company held two general meetings of shareholders. They are: the annual general meeting of shareholders in 2020 and the first extraordinary general meeting of shareholders in 2021.
2. Attendance at meetings
In 2021, I attended the board of directors and the general meeting of shareholders on time, carefully considered various proposals and independently expressed my opinions. There was no negative vote or abstention. The specific attendance is as follows:
Attendance at the meeting of the board of directors: independent directors shall attend the meeting
Number of on-site attendance at the meeting entrusted by means of communication to list the names of absent shareholders of Dadong general meeting
Times attendance times seats times meetings times
Sun min 8 800 02
2、 Independent opinions
In 2021, I scrupulously fulfilled my duties and carefully considered various proposals in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other relevant laws, regulations and normative documents, as well as the articles of association and the working system of independent directors of the company, made independent and impartial judgments with a reasonable and cautious attitude, and earnestly safeguarded the interests of the company and shareholders, Independent opinions on relevant matters are as follows:
Time of comments: matters considered at the session of the meeting
type
About the company’s profit distribution plan in 2020
1. Approved proposal
Self assessment on internal control of the company in 2020
2. Proposal on Approving the price report
On the deposit and of the company’s raised funds in 2020
3. Proposal on Approving the special report on actual use
On the proposed renewal of the accounting firm in 2021
4. Approved proposal
5 “about the company’s daily connected transactions in 2020” agrees with the “about the company’s daily connected transactions in 2021”
6. Approve the proposal of the fifth session of the board of directors on April 2, 2021
External guarantees and funds occupied by related parties
7. Special instructions for approval
About 2021 directors and senior management of the company
8. Proposal on Approving the personnel compensation scheme
On the company’s use of some idle raised funds for investment
9. Proposal on Approving Bank financial products
On using self owned funds to invest in bank financial products
10. Approved proposal
11. The proposal on accounting policy change agrees with the plan on return to shareholders of the company in the next three years
12. Proposal on approving (20212023)
13. On April 27, 2021, the 5th board of directors agreed to use part of the over raised funds to invest in the construction of Xinyi
The 9th meeting on behalf of smart government big data basic service platform project
Proposal
On investment and construction of subsidiaries using some over raised funds
Proposal for the establishment of Rongji technical capability support service platform project
On July 9, 2021, the fifth session of the board of directors on the duration of the second phase of the company’s employee stock ownership plan
Proposal on the extension of the 10th meeting on the 14th
On the deposit of funds raised by the company in the first half of 2021
15. Agree to the proposal of the fifth session of the board of directors to release the special report on actual use on August 24, 2021
On the external guarantee of the company and the occupation of related parties at the 11th meeting
16. Special notes on the approval of funds
On the plan to participate in the delisting of subsidiaries
The fifth session of the board of directors in October 2021
17. 19% shares of Jianxing Rongji Information Technology Co., Ltd. agreed to the 12th meeting on the 27th
Proposal on the project of right transfer
On November 2, 2021, the fifth session of the board of directors issued the report on the subsidiary Xinyang Rongji Information Technology Co., Ltd
Approved the proposal of the 13th meeting on foreign investment
On the duration of the third employee stock ownership plan of the company issued by the 5th board of directors in November 2021
19. The proposal on the extension of the 14th Meeting on the 19th
On December 7, 2021, the fifth session of the board of directors issued the “on the duration of the company’s phase I Employee Stock Ownership Plan”
Proposal on agreeing to extend the 15th meeting again on the 20th
3、 Actively participate in the work of the special committee
As the convener of the nomination committee of the board of directors and a member of the remuneration and assessment committee, I actively participate in the work of each committee, earnestly perform the duties of members, participate in the decision-making of the board of directors, and provide professional opinions for the development of the company.
The main work is as follows:
1. Actively organize the meeting of the nomination committee, study the selection criteria and procedures of directors and senior executives, carefully review the relevant materials of directors and senior executives candidates and put forward reasonable opinions;
2. In accordance with the relevant requirements of the detailed rules for the implementation of the special members of the board of directors, actively participate in the meeting, review the remuneration and assessment of the company’s senior executives, form a resolution and submit it to the board of directors for consideration.
4、 Working at the company’s site
In 2021, I worked at the company’s site from time to time, visited and investigated the company, focusing on
