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.: 2022027 Beijing Thunisoft Co.Ltd(300271)
Report on work of independent director Ms. Luo Ting 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 in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting as nonvoting delegates
In 2021, the company held eight meetings of the board of directors and five general meetings of shareholders, of which I asked for leave to attend one general meeting of shareholders 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 in 2021 are in line with the provisions of relevant laws and regulations such as the company law, the securities law and the articles of association. The procedures for the deliberation and voting of major matters by the board of directors of the company are legal and effective, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
2、 Independent opinions
In 2021, as an independent director, based on the principles of seeking truth from facts and 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;
February 2021 the 7th session of the board of directors on Beijing Thunisoft Co.Ltd(300271) 2021 restrictive measures
Proposal on stock incentive plan (Draft) and its summary at the 19th Meeting on October 10; Agree to the restrictive measures on Beijing Thunisoft Co.Ltd(300271) 2021
Proposal on the management measures for the implementation and assessment of stock incentive plan
Proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan approved 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;
At the 21st Meeting on June 20, the remuneration of directors and senior managers in 2021; Agree to the special report on the deposit and use of raised funds in 2020;
Proposal on changes of accounting policies;
Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
Proposal on reappointment of the company’s audit institution in 2021;
Proposal on prediction of daily connected transactions in 2021;
On cancellation of some granted shares of 2018 stock option incentive plan
Proposal on voting 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;
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 to cancel the part of granted shares of 2018 stock option incentive plan at the 22nd Meeting on June 29
The proposal of voting 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
Special report on the deposit and actual use of raised funds in the half year of 2021
The 8th report of the 7th board of directors in August 2021; Agree on the capital occupation of 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
As the chairman of the audit committee of the board of directors, I presided over the daily work of the audit committee and reviewed the company’s periodic reports, internal audit, internal control and other matters in accordance with the provisions of the independent director system, the rules of procedure of the audit committee and other relevant systems; This paper evaluates the professionalism and independence of the annual audit accountant in completing the annual audit task.
As a member of the remuneration and appraisal committee of the board of directors, I participated in the daily work of the remuneration and appraisal committee in accordance with the provisions of the independent director system, the rules of procedure of the remuneration and appraisal committee and other relevant systems. Deliberated on the annual salary plan, draft equity incentive plan, grant and repurchase cancellation of the company’s directors and senior managers, and earnestly fulfilled the responsibilities and obligations of the members of the salary and assessment committee.
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.
Deepen the understanding of relevant issues, especially those related to the standardization of corporate governance structure and the protection of social public shareholders’ rights and interests
Beijing Thunisoft Co.Ltd(300271)
BEIJING THUNISOFT CORPORATION LIMITED
The understanding and understanding of laws and regulations, continuously improve the ability to protect the interests of the company and investors, and deepen the ideological awareness of consciously protecting the interests of shareholders of the public.
5、 On site inspection of the company
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 and internal control, 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 provisions on independence during my performance of duties in 2021, and the statements and commitments have not changed. In 2022, I will continue to fulfill the obligations of independent directors according to law in the spirit of integrity and diligence, give full play to the role of independent directors and safeguard the legitimate rights and interests of all shareholders, especially minority shareholders.
The report is hereby submitted for your consideration.
Independent director: Luo Ting
April 15, 2002
