Youon Technology Co.Ltd(603776)
Report on the work of independent directors in 2021
As an independent director of Youon Technology Co.Ltd(603776) (hereinafter referred to as "the company"), in accordance with the provisions of the company law, the standards for corporate governance of listed companies, the rules for independent directors of listed companies, the articles of association and the working system of independent directors, we earnestly perform our duties in 2021, give full play to the supervisory role of independent directors in the standardized operation of the company and safeguard all shareholders, Especially the legitimate rights and interests of minority shareholders. We hereby report the performance of our duties during our term of office in 2021 as follows:
1、 Basic information of independent directors
During the reporting period, the second board of directors of the company was composed of seven directors, including three independent directors, which met the requirements of relevant laws and regulations on the proportion of independent directors and professional allocation of listed companies.
During the reporting period, Mr. Chen Peng, an independent director of the company, expired in April 2021 and no longer held any other positions in the company. The company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on the expiration of the term of office of independent directors and the nomination of candidates for independent directors, and agreed to elect Ms. Jiang Bing as an independent director of the third board of directors of the company, as well as a member of the third audit committee and the remuneration and assessment committee of the company. The term of office is from the date of deliberation and approval of the 2020 annual general meeting of shareholders to the date of expiration of the term of office of the third board of directors.
(I) resume, professional background and employment of independent directors
1. Mr. Qian Zhenhua, born in April 1963, has a bachelor's degree. He used to be a lawyer of Changzhou legal advisory office, a lawyer of Changzhou second law firm, a cooperative lawyer of the first pilot cooperative law firm in Jiangsu Province, a partnership lawyer of Changzhou united law firm, a partner and deputy director of Jiangsu boaixing law firm, Ktk Group Co.Ltd(603680) independent director, and now serves as the director of Jiangsu Yongchuang law firm, an arbitrator of Changzhou Arbitration Commission Executive director of the 3rd and 4th Changzhou Lawyers Association, Jiangsu Yuxing Film Technology Co.Ltd(300305) independent director, independent director of Jiangsu Tianyuan Intelligent Equipment Co., Ltd. Youon Technology Co.Ltd(603776) independent director.
2. Ms. Jiang Bing, born in December 1960, has a master's degree and has long been engaged in scientific research and teaching in the fields of intelligent information processing and technology, Internet of things technology and other disciplines. Has undertaken more than 60 projects entrusted by provincial and ministerial levels and enterprises and institutions; He has published more than 60 scientific research papers, 5 authorized invention patents, 12 utility model patents and 13 software copyrights; Publish 5 textbooks; It has won one scientific and technological achievement award of the Ministry of education, one scientific and technological achievement award of China instrumentation society, one third prize of Wu Wenjun's scientific and technological progress of artificial intelligence of China artificial intelligence society, and one second prize of science and technology of Jiangsu instrumentation society; Won the national Baosteel Education Teacher Award, Yan Kai Education Award, Xu Zhilun Teaching Award, 2 first prizes and 3 second prizes of Jiangsu teaching achievements, and the winner of Changzhou May 1st Labor Medal. Professor of the school of Internet of things engineering, Hehai University, part-time professor of Wanjiang Institute of technology, Youon Technology Co.Ltd(603776) independent director.
3. Ms. Zhao Lijin, born in August 1987, has a postgraduate degree, a master's degree in accounting from Nanjing University of Finance and economics, and a certified public accountant. He used to be a tax lecturer in the Party School of the State Administration of taxation. Now he is the director of the accounting teaching and Research Office of Changzhou Information College and Youon Technology Co.Ltd(603776) independent director.
4. Mr. Chen Peng, born in October 1975, has a master's degree. He used to be the Secretary of the party office of Changzhou Campus of Hehai University, the technical director of the communication service system of Shenzhen University Games of the sports information center of the State Sports Administration, and Youon Technology Co.Ltd(603776) independent director. Now he is a teacher of the school of Internet of things engineering of Hehai University and a director of Changzhou animation Port Network Technology Co., Ltd.
(II) whether there are conditions affecting independence
As independent directors, we have obtained qualification certificates for independent directors and regularly participated in professional training organized by Shanghai Stock Exchange. We have no trading relationship or kinship with the company, no relationship with the company and its major shareholders that prevents us from making independent and objective judgments, and no requirements that affect our independence.
2、 Performance of duties in 2021
In 2021, as an independent director of the company, based on the principle of being responsible to the company and its shareholders and seeking truth from facts, with a serious and diligent attitude, we actively attended the general meeting of shareholders, the meeting of the board of directors and the meetings of its subordinate professional committees, reviewed the meeting proposals and relevant decision-making matters in detail, and learned about the production, operation and operation of the company in time by asking the company's management and relevant departments, Actively participated in the discussion of the meeting and put forward suggestions and opinions, and made independent expression of willingness to make various decisions of the board of directors. Through active, professional and independent work, we have better safeguarded the overall interests of the company and the legitimate rights and interests of minority shareholders. (I) attendance at the board of directors and shareholders' meeting
In this year, the company held 8 meetings of the board of directors and 3 general meetings of shareholders. The specific attendance of independent directors is as follows:
Are there two consecutive periods in this reporting period
The independent directors attended in person and entrusted to attend in absentia. The shareholders' meeting should be attended, but the directors did not attend in person
Name times
Number of meetings plus meetings
Qian Zhenhua 8 800 No 3
Jiang Bing 4 400 No 2
Zhao Lijin 8 800 No 3
Chen Peng 4 4 0 0 0 No 1
(II) convening of special committees of the board of directors
The board of directors of the company has established a strategy and Investment Committee, an audit committee, a remuneration and assessment committee and a nomination committee, and formulated implementation rules. We held a special committee meeting in accordance with relevant laws and regulations, fully discussed and deliberated on the company's quarterly report, semi annual report and annual report audit, and put forward suggestions and opinions on the standardized operation of the company.
In this year, we did not raise any objection to the proposals of the board of directors and the general meeting of shareholders and other matters of the company. We believe that the board of directors and the general meeting of shareholders held by the company comply with legal procedures, and the relevant procedures have been fulfilled for major business decisions.
(III) site investigation of the company
We participated in the company's on-site investigation activities and were introduced by the Secretary of the board of directors to fully understand the company's production, R & D and other work. Keep in touch with the company's directors, the Secretary of the board of directors, the person in charge of Finance and other relevant staff to understand the company's daily production and operation. At the same time, we pay close attention to the publicity and reports of the company in the media, Internet and other public media, deepen our understanding and understanding of the company, and timely communicate the relevant reports with the Secretary of the board of directors.
3、 Key matters concerned in the annual performance of independent directors
During the reporting period, we made clear judgments on relevant key issues in accordance with laws and regulations and the responsibilities of independent directors in accordance with the relevant rules and regulations of the company, and independently and objectively expressed opinions and put forward suggestions. The details are as follows: (I) performance of commitments of the company and shareholders
During the reporting period, all commitments of the company and shareholders were strictly observed, and there was no violation of commitments such as share restriction and related party transactions by the company, controlling shareholders and actual controllers.
(II) use of raised funds and replacement of self raised funds and issuance expenses invested in advance
During the reporting period, the company arranged to use the raised funds in strict accordance with the guidelines for self regulation and supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, and there was no illegal use or damage to the interests of shareholders.
During the reporting period, the replacement time of self raised funds invested by the company in advance was less than 6 months from the time of receipt of the raised funds, and the corresponding review procedures were performed, which did not conflict with the implementation plan of the company's raised funds investment projects, and there was no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. Rongcheng Certified Public Accountants (special general partnership) reviewed the self raised funds of the company's investment projects invested with raised funds in advance as of November 30, 2020, and issued the assurance report on Youon Technology Co.Ltd(603776) using self raised funds to invest in projects invested with raised funds in advance and pay issuance expenses, Comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the guidelines for the self discipline supervision of listed companies on Shanghai Stock Exchange No. 1 - standardized operation, as well as the requirements of the articles of association and the raised funds management system.
(III) cash management using some idle self owned funds
On the premise of ensuring the company's daily operation capital demand and capital safety, the company's rational use of idle self owned funds for cash management can improve the use efficiency of self owned funds and obtain certain investment income, which is conducive to improving the company's overall income and will not affect the normal development of the company's main business. The deliberation and voting procedures of the company on this matter comply with the provisions of relevant laws, regulations and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(IV) cash dividends and other investor returns
During the reporting period, the company completed the profit distribution in 2020. We believe that the profit distribution plan formulated by the company in accordance with the notice on further implementing the matters related to cash dividends of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies and other relevant regulations of the CSRC, taking into account the return to all shareholders of the company and the long-term development of the company, It takes into account the immediate and long-term interests of shareholders, reflects the principle of the company's positive return to shareholders, conforms to the company's strategic planning and development expectations, and does not damage the legitimate rights and interests of the company, shareholders, especially small and medium-sized shareholders.
(V) renewal of accounting firm
Rongcheng Certified Public Accountants (special general partnership) is qualified to engage in Securities and futures related businesses. During the period of providing services to the company, it can follow the principles of independence, objectivity and impartiality, abide by the professional ethics and practice standards of certified public accountants, and provide audit services for the company with prudence and diligence. The resolution procedure of the company's renewal of the audit institution complies with relevant laws and regulations, the articles of association and other relevant provisions.
(VI) implementation of internal control
During the reporting period, we learned about the progress of the company's internal control work in 2021: according to the basic norms of enterprise internal control, the supporting guidelines for enterprise internal control and the relevant requirements of regulators on the construction of the company's internal control, the company has further established and improved the internal control system, the operation of the company's internal control system is effective, and no major deviation, false records and Misleading statements and material omissions.
(VII) expiration of the term of office of independent directors and nomination of candidates for independent directors
During the reporting period, the nomination procedures of the company's independent director candidates met the provisions of relevant laws, regulations, normative documents and the articles of association. The nominees met the qualifications for serving as independent directors of the company and had corresponding qualifications. No laws, regulations, such as the company law, the guiding opinions on the establishment of independent director system in listed companies and so on were found In the case of not being an independent director as stipulated in the normative documents and the articles of association, the deliberation and voting procedures of the proposal comply with the provisions of relevant laws and regulations and the articles of association.
(VIII) granting of restricted shares to incentive objects
During the reporting period, 86.89 million shares were granted to the company at the price of 2029 shares per month. The company's implementation of the 2021 equity incentive plan is conducive to further optimize the corporate governance structure, promote the company to establish and improve the incentive mechanism, improve the company's salary assessment system, and enhance the overall cohesion of the company; It is also conducive to fully mobilize the initiative and creativity of employees, ensure the realization of the company's future development strategy and business objectives, and bring more efficient and lasting returns to shareholders.
(IX) achievements of the lifting of restrictions on sales in the first restricted period of the restricted stock incentive plan in 2020
During the reporting period, the conditions for lifting the restrictions on sales in the first restricted period of the company's 2020 equity incentive plan have been met, and the subject qualification of 51 incentive objects is legal and effective. The arrangement for lifting the restrictions on sales of the company complies with the relevant provisions of the measures for the Administration of equity incentives of listed companies, the Youon Technology Co.Ltd(603776) 2020 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of Youon Technology Co.Ltd(603776) 2020 restricted stock incentive plan, There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
4、 Overall evaluation and recommendations
During the performance of duties in 2021, in strict accordance with the company law, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association, we earnestly perform our duties, participate in the decision-making of major matters of the company, perform our duties carefully, faithfully and diligently, and give full play to the role of independent directors, It has safeguarded the overall interests of the company and the legitimate rights and interests of shareholders, especially minority shareholders.
In 2022, as independent directors, we will continue to perform our duties independently and impartially, take a serious and responsible attitude towards investors, make full use of our professional knowledge to express independent opinions on major matters of the company, strengthen communication with the board of directors, the board of supervisors and the management, ensure the objective, fair and independent operation of the board of directors and relevant special committees, and enhance the strategic management ability of the board of directors, Improve the decision-making level of the board of directors, improve the business performance of the company, and protect the overall interests of the company and the legitimate rights and interests of the majority of shareholders from infringement.
Independent director: Qian Zhenhua, Jiang Bing, Zhao Lijin
