Gohigh Data Networks Technology Co.Ltd(000851)
Report on the work of independent directors in 2021 (Sun Chuang)
As an independent director of Gohigh Data Networks Technology Co.Ltd(000851) (hereinafter referred to as "the company"), in 2021, I earnestly exercised the rights conferred by the company, timely learned the production and operation information of the company, and paid full attention to the development of the company in strict accordance with the provisions 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 requirements of the articles of association, Actively attended the relevant meetings held by the company in 2021, expressed independent and objective opinions on the relevant matters considered by the board of directors, faithfully performed their duties, gave full play to the independent role of independent directors, safeguarded the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders. Now I will give a brief report on my work in 2021.
1、 Attendance and voting at company meetings in 2021
Meetings held in the current year shall be attended in person, and the type of absent meetings shall be entrusted
Number of seats
Board of directors 12 0
The general meeting of shareholders did not attend the general meeting of shareholders this year
I have been an independent director of the company since May 19, 2020.
In 2021, based on the principles of diligence, pragmatism, honesty and responsibility, I objectively and carefully considered the proposals submitted to the board of directors. Before the meeting of the board of directors, I took the initiative to investigate and obtain the materials and information required for making resolutions. At the meeting of the board of directors, I carefully considered each proposal, actively participated in the discussion and put forward reasonable suggestions, which played a positive role in making scientific decisions for the board of directors of the company.
2、 Independent opinions
In 2021, in accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies, the stock listing rules of Shenzhen Stock Exchange and other normative documents, I expressed independent opinions on the matters considered during the reporting period.
1. On January 7, 2021, the company issued independent opinions on the 2020 non-public development stock plan of Datang Gaohong data network technology Co., Ltd. deliberated at the sixth meeting of the ninth board of directors. 2. On February 9, 2021, he expressed independent opinions on the proposal on the company's application for loans from the controlling shareholder and its subsidiaries and the proposal on the company and its subsidiaries renting the real estate of the controlling shareholder and its subsidiaries as office space deliberated at the seventh meeting of the ninth board of directors of the company.
3. On February 21, 2021, the company issued independent opinions on the Gohigh Data Networks Technology Co.Ltd(000851) 2020 plan for non-public development of shares (Revised Draft) deliberated at the eighth meeting of the ninth board of directors.
4. On April 13, 2021, in view of the special statement on the occupation of funds by related parties, the proposal on the company's profit distribution plan in 2020, the proposal on the evaluation report on internal control in 2020, and the proposal on the company's provision for impairment in 2020 considered at the ninth meeting of the ninth board of directors of the company The proposal on confirming the daily operation related party transactions in 2020 and the expected daily operation related party transactions in 2021, the proposal on signing the financial service agreement with Datang Telecom Group Finance Co., Ltd., the proposal on the risk assessment report of Datang Telecom Group Finance Co., Ltd., the occupation of funds by the controlling shareholders and other related parties of the company, and the external guarantee of the company.
5. On May 27, 2021, the company issued independent opinions on the proposal on the replacement of self raised funds for investment projects invested with raised funds in advance, which was considered at the 11th meeting of the ninth board of directors of the company. 6. On June 16, 2021, he expressed independent opinions on the proposal on using some idle raised funds to temporarily supplement working capital deliberated at the 12th meeting of the ninth board of directors of the company.
7. On August 29, 2021, the company expressed independent opinions on the risk assessment report of Datang Telecom Group Finance Co., Ltd., the proposal on nominating candidates for directors of the company, the occupation of funds by the company's controlling shareholders and other related parties, and the external guarantee of the company considered at the 13th meeting of the ninth board of directors. 8. On November 3, 2021, he expressed independent opinions on the proposal on investment and establishment of subsidiaries to develop Internet of vehicles business considered at the 14th meeting of the ninth board of directors of the company.
9. On November 3, 2021, he expressed independent opinions on the proposal on investment and establishment of subsidiaries to develop Internet of vehicles business considered at the 15th meeting of the ninth board of directors of the company.
10. On December 7, 2021, he expressed independent opinions on the proposal on nominating candidates for non independent directors of the company considered at the 16th meeting of the ninth board of directors of the company.
11. On December 8, 2021, in response to the proposal on renewing the appointment of China Audit Asia Pacific Certified Public Accountants (special general partnership) as the company's financial audit institution in 2021, the proposal on renewing the appointment of China Audit Asia Pacific Certified Public Accountants (special general partnership) as the company's internal control audit institution in 2021, and the proposal on the repurchase and cancellation of restricted shares considered at the 17th meeting of the ninth board of directors of the company Opinions on waiver of preemptive rights of subsidiaries.
3、 Work done in protecting the legitimate rights and interests of public shareholders
(I) in 2021, in addition to attending the company's meetings, I investigated the implementation of the company's management and internal control system and the implementation of the resolutions of the board of directors, and faithfully performed the duties of independent directors.
(II) continuously pay attention to the company's information disclosure, effectively supervise and verify the timely disclosure of specified information, and effectively safeguard the legitimate rights and interests of investors and public shareholders. In 2021, the company was able to truly, accurately, timely and completely perform information disclosure and promote investor relations management in strict accordance with relevant provisions such as Shenzhen Stock Exchange Stock Listing Rules, information disclosure management system and investor relations management system.
(III) promote the corporate governance structure and strengthen the construction of the company's internal control system. In 2021, I carefully reviewed the materials provided by the company for major matters that need to be considered and decided by the board of directors, deeply understood the drafting of relevant proposals, and expressed professional opinions in the decision-making of directors by using professional knowledge.
(IV) for the company's financial operation, capital exchange and daily operation, I listened to the reports of relevant personnel of the company in detail, timely understood the production and operation dynamics of the company, expressed opinions on the board of directors and exercised my powers.
4、 Participation in the work of special committees of the board of directors
1. As the chairman of the remuneration and assessment committee of the ninth board of directors, I actively participate in the daily work of the professional committee in strict accordance with the working system of the remuneration and assessment committee of the board of directors. According to the completion of the company's main financial indicators and business objectives in 2020, and in combination with the work scope and main responsibilities of the company's senior executives, I conducted performance evaluation on the company's senior executives, and proposed the annual salary amount of the company's senior executives according to the performance evaluation results and salary distribution policies, which was submitted to the board of directors for deliberation.
2. As a member of the audit committee of the 9th board of directors, in order to ensure the progress and quality of the audit work of the 2020 annual report, I communicated with the accounting firm on the audit work arrangement of the company in 2020 in accordance with the relevant requirements of the CSRC, and negotiated and determined the audit time arrangement of the company in 2020. Before the annual audit CPA enters the site, I carefully reviewed the first draft of the 2020 annual financial report prepared by the company and issued a written opinion on the financial and accounting statements prepared by the company before the annual audit CPA enters the site. During the preparation of the 2020 annual report, we communicated with the annual audit certified public accountants through meetings and other forms, supervised the progress of the audit work, and evaluated and summarized the work of the annual audit certified public accountants. Participated in the meeting of the audit committee, reviewed the company's 2020 financial statement report and agreed to submit it to the board of directors for deliberation.
5、 Other work performed by the independent director
During the reporting period, the audit committee of the board of directors, the remuneration and assessment committee, the nomination committee of the board of directors and the strategy committee of the board of directors carried out their work orderly and actively in accordance with the detailed rules for the work of the audit committee of the board of directors, the detailed rules for the work of the nomination committee of the board of directors, the detailed rules for the implementation of the remuneration and assessment committee of the board of directors and the detailed rules for the implementation of the strategy committee of the board of directors.
In 2021, I went to the company for on-site inspection for many times, actively communicated with all business departments of the company, and learned about the company's business performance and incentive system. I keep in close contact with other directors, supervisors, senior managers and relevant personnel of the company, timely learn about the progress of major matters of the company, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media on the company, regularly review the reports provided by the company, and timely make in-depth discussions with senior managers on various problems encountered in the development of the company, and through telephone Maintain communication with other directors and senior managers of the company by e-mail, pay close attention to the progress of major matters of the company, and ensure to safeguard the interests of investors, especially small and medium-sized investors.
It is also important for us to have a better understanding of the corporate governance structure and the ability of the public to protect the rights and interests of the listed company, especially to earnestly study the relevant laws and regulations, and strengthen the ability of the directors to protect the rights and interests of the listed company.
6、 Other work
In 2021, the company's operation was in good condition, the convening and convening of the board of directors and the general meeting of shareholders met the legal procedures, and the relevant procedures and information disclosure obligations were fulfilled for major business decisions. Therefore, in 2021, I did not propose to convene the board of directors, dismiss the accounting firm, and independently employ external audit institutions and consulting institutions.
The above is my performance report in 2021. In 2022, in the spirit of good faith and diligence, in accordance with the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent director system in listed companies, several provisions on strengthening the protection of the rights and interests of shareholders of social public shares, the provisions of relevant laws, regulations and normative documents on independent directors and the requirements of the articles of association, I will continue to be cautious, serious Diligently exercise the rights conferred by the company, fulfill the obligations of independent directors more dutifully, and safeguard the legitimate rights and interests of the company and shareholders, especially public shareholders.
It is hereby reported.
Independent director: Sun Chuang
