Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
Securities code: Beijing Thunisoft Co.Ltd(300271) securities abbreviation: Beijing Thunisoft Co.Ltd(300271) Announcement No.: 2022026 Beijing Thunisoft Co.Ltd(300271)
Report on work of independent director Mr. Gan Peizhong in 2021
Shareholders and representatives:
As an independent director of Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as “the company”), I earnestly perform my duties, safeguard the overall interests of the company, protect the legitimate rights and interests of minority shareholders from damage, and actively attend relevant meetings in strict accordance with the provisions and requirements of the company law, the securities law, other laws, administrative regulations, departmental rules, normative documents, self-discipline rules and the articles of association, Carefully deliberated various proposals of the board of directors and gave full play to the role of independent directors and members of professional committees. I hereby report on my performance of duties as an independent director during my tenure in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting as nonvoting delegates
In November 2021, as I have served as an independent director of the company for six consecutive years, I will no longer serve as an independent director and relevant members of the board of directors of the company according to relevant regulations. During his tenure in 2021, the company held eight meetings of the board of directors and five general meetings of shareholders, of which I was authorized to attend one meeting of the board of directors due to work arrangement conflict, and the rest were attended in person. At the same time, all proposals submitted to the board of directors were carefully considered. All proposals did not harm the interests of all shareholders, especially small and medium-sized shareholders. Therefore, they voted in favour without objection or abstention.
I believe that the major matters considered by the company during my tenure in 2021 comply with the provisions of the company law, the securities law and other relevant laws, regulations and the articles of association. The procedures for the board of directors to consider and vote 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. 2、 Independent opinions
During my tenure in 2021, as an independent director, based on the principles of seeking truth from facts, independence and objectivity, I expressed independent opinions on the following matters or proposals:
Meeting time: the type of matters or proposals for which independent opinions are expressed at the meeting session
On January 20, 2021, the 18th meeting of the seventh board of directors agreed to the proposal on the election of non independent directors of the seventh board of directors of the company
Proposal on appointing deputy general manager of the company;
On February 2021, the 7th session of the board of directors issued Beijing Thunisoft Co.Ltd(300271) 2021 restrictions
Proposal on the 19th meeting stock incentive plan (Draft) and its summary on October 10; Agree to the restrictions on Beijing Thunisoft Co.Ltd(300271) 2021
Proposal on the management measures for the implementation and assessment of incentive stock plans
Proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan at the 20th meeting on February 26 of the 7th board of directors in February 2021
2020 profit distribution plan;
2020 internal control evaluation report of the 7th board of directors in April 2021; Agree on the remuneration of directors and senior managers in 2021 at the 21st Meeting on June 20;
Special report on the deposit and use of raised funds in 2020
Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
Report;
Proposal on changes of accounting policies;
Proposal on reappointment of the company’s audit institution in 2021;
Proposal on prediction of daily connected transactions in 2021;
Part of the “on cancellation of 2018 stock option incentive plan” has been granted
Proposal on stock options
Closing of the project of raising and investing in non-public offering of shares and raising the surplus
Proposal on permanent replenishment of working capital with fund-raising funds;
On the exercise price of 2018 stock option incentive plan and 2021
Adjustment of grant price and repurchase price of annual restricted stock incentive plan
Proposal of the 7th board of directors in June 2021; It is agreed that the part of the “on cancellation of 2018 stock option incentive plan” has been granted at the 22nd Meeting on June 29
Proposal on stock options;
Proposal on repurchase and cancellation of some restricted shares;
Notice on suspending the grant of restricted stock incentive plan in 2021
Proposal on granting restricted shares to incentive objects
Report on the deposit and actual use of raised funds in the half year of 2021
Special report of the 7th board of directors in August 2021;
The approval of the capital occupation of the controlling shareholders and other related parties in the half year of 2021 at the 23rd Meeting on June 27;
Half year external guarantee in 2021
On October 25, 2021, the 25th meeting of the 7th board of directors agreed to the proposal on share repurchase scheme of the company
On November 12, 2021, the 24th Meeting of the seventh board of directors agreed to the proposal on electing independent directors of the seventh board of directors of the company
3、 Performance of special committees
During my tenure in 2021, as the chairman of the nomination committee of the board of directors, I presided over the daily work of the nomination committee in accordance with the provisions of the independent director system, the rules of procedure of the nomination committee and other relevant systems.
We strictly examined the candidates of directors and senior managers of the company, put forward professional suggestions, and earnestly fulfilled the responsibilities and obligations of the chairman of the nomination committee.
As a member of the audit committee of the board of directors of the company, I participated in the daily work of the audit committee in accordance with the provisions of the independent director system, the rules of procedure of the audit committee and other relevant systems, and reviewed the company’s periodic reports, internal audit, internal control and other matters; This paper evaluates the professionalism and independence of the annual audit accountant in completing the annual audit task.
4、 Work done in protecting the rights and interests of investors
Carefully review the proposals of the board of directors. Before the meeting, the company actively reviewed the proposal materials provided by the company, and prudently exercised the voting right on the basis of making independent, fair and objective judgment with its own professional knowledge, which promoted the scientificity and objectivity of the decision-making of the board of directors and effectively safeguarded the legitimate rights and interests of the company and shareholders; After the meeting, carefully check the disclosure contents, urge the company to improve the company’s information disclosure in strict accordance with the requirements of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, and strictly implement the relevant provisions on information disclosure and insider information management.
Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
Deepen the understanding and understanding of relevant laws and regulations, especially those related to the standardization of corporate governance structure and the protection of shareholders’ rights and interests of the public, constantly improve the ability to protect the interests of the company and investors, and deepen the ideological awareness of consciously protecting shareholders’ rights and interests of the public.
5、 On site inspection of the company
During my tenure in 2021, combined with my professional knowledge and work experience, I paid close attention to the company’s key internal control links such as related party transactions, external guarantees, use of raised funds, executive compensation and information disclosure. Keep close contact with other directors, senior managers and relevant staff of the company on a daily basis, and timely learn about the implementation of the resolutions of the board of directors and the progress of major issues. Using their own professional knowledge, they put forward opinions and suggestions on the company’s operation and management, internal control and other work, and faithfully performed the duties and obligations of independent directors.
6、 Exercise of special functions and powers of independent directors
1. There is no proposal to convene the board of directors or to convene an extraordinary general meeting of shareholders; 2. There is no independent engagement of external audit institutions and consulting institutions;
3. There is no proposal to hire or dismiss an accounting firm.
Through self-examination, as an independent director of the company, I still met the requirements of independence during my performance of duties in 2021, and the statements and commitments have not changed., In the spirit of good faith and diligence, I have fulfilled the obligations of independent directors according to law, played the role of independent directors and safeguarded the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
The report is hereby submitted for your consideration.
Independent director: Gan Peizhong
April 15, 2002
