Securities code: China National Software And Service Company Limited(600536) securities abbreviation: China National Software And Service Company Limited(600536) China National Software And Service Company Limited(600536)
2021 annual report of independent directors
In accordance with the company law, the guiding opinions on the establishment of independent director system in listed companies and the provisions and requirements of relevant laws and regulations, as well as the powers and obligations conferred by the articles of association, working system of independent directors, working system of annual report of independent directors and other relevant company systems, we, as independent directors of China National Software And Service Company Limited(600536) of , perform our duties diligently and conscientiously, Actively participated in the meetings of the board of directors, its special committees and the general meeting of shareholders, worked diligently in the daily work and decision-making of the board of directors, expressed independent and objective opinions on the major issues considered by the board of directors, provided support for the scientific decision-making of the board of directors, promoted the sustainable development of the company and safeguarded the legitimate interests of the company and minority shareholders. The performance of duties in 2021 is reported as follows:
1、 Basic information of independent directors
During the reporting period, the company had 3 independent directors, more than one third of the number of the board of directors of the company. They were experts and social celebrities in the fields of finance, business and management. They had a high level of professional knowledge and rich practical experience, and met the requirements of relevant laws and regulations on the proportion of independent directors and professional allocation of listed companies. The working system of independent directors, the working system of annual report of independent directors and the detailed rules for the implementation of four special committees under the board of directors, including strategy, audit, nomination, remuneration and assessment, all specify the terms of office, nomination, election, replacement procedures and relevant rights and obligations of independent directors, so as to ensure that independent directors can perform relevant duties independently and prudently. In addition, we strictly comply with the relevant requirements of the guidelines for the filing and training of independent directors of Listed Companies in Shanghai Stock Exchange. There are no more than 5 part-time listed companies, and there is no situation affecting our independence. The main positions and part-time jobs are as follows:
Name employer title
Executive director and chief appraiser of Beijing Tianjian Xingye Assets Appraisal Co., Ltd
Yintai Gold Co.Ltd(000975) independent director
Cui Jin, general manager and executive director of Beijing zhongzi Galaxy Consulting Co., Ltd
Manager and executive director of Beijing zhongzi Yinhe Investment Consulting Co., Ltd
Supervisor of Kerry Century Investment Consulting (Beijing) Co., Ltd
Professor, University of Chinese Academy of Sciences
Jing Jiwu, doctoral supervisor of University of Chinese Academy of Sciences
Hunan Goke Microelectronics Co.Ltd(300672) independent director
Chairman of Technical Committee of Baidu (China) Co., Ltd
Manager and executive director of Baidu xiongan Technology Co., Ltd
Chen Shangyi Mcc Meili Cloud Computing Industry Investment Co.Ltd(000815) independent director
Director of Anhui Qitian Education Technology Co., Ltd
2、 Performance of independent directors in 2021
(I) attendance at the meeting
In 2021, with a diligent and responsible attitude, we gave full play to our respective professional roles, focused on matters such as regular reports, related party transactions, employment of accounting firms, external guarantee, internal control, salary and assessment, and checked major matters of the company from multiple angles. Before the meetings of the board of directors and each special committee are held, we conduct objective and prudent thinking on the proposals submitted for deliberation, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we were able to fully discuss the matters under consideration with other directors, put forward reasonable suggestions to the company with our accumulated professional knowledge and practice experience, and express relevant written opinions according to the scope of responsibilities of independent directors and special committees. During the reporting period, we did not propose to convene the meeting of the board of directors and the general meeting of shareholders, nor raised objections to the proposals of the board of directors and other matters of the company. The details of participation are as follows:
Participation in the board of directors: whether the major shareholders and directors are independent
Name: the board of directors should attend the meeting in person this year. Whether the absence is entrusted by communication. Whether the number of shareholders attending the meeting is increased for two consecutive times. The number of times of not attending the meeting in person plus the number of meetings plus the number of meetings
Cui Jin is 19 19 17 0 0 0 No 1
Jing Jiwu is 19 18 16 1 0 No 1
Chen Shangyi is 19 17 2 0 No 0
Attendance at special committee meetings
Name by communication
Number of attendance required number of attendance in person plus number of attendance entrusted
Cui Jin 24 18 0 0
Jing Jiwu 19 14 00
Chen Shangyi 16 15 12 1 0
(II) site investigation
According to the relevant provisions of the company’s annual report working system for independent directors, we carefully perform our duties in the preparation of the annual report, fully communicate with the management and the annual audit accountant, and urge the accounting firm to submit the audit report within the agreed time; The company and China’s electronic network security and information industry base have been investigated on the spot, and the listed companies have given positive cooperation.
While on-site investigation, we listened carefully to the report of the management on the annual operation, and put forward reasonable suggestions on the problems existing in the operation and management, so as to promote the management improvement of the company.
3、 Key matters concerned in the annual performance of independent directors
In 2021, we focused on and reviewed various matters of the company in accordance with the responsibilities of independent directors in laws and regulations and the company’s rules and regulations, and actively made suggestions to the board of directors and special committees, which played an important role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(I) related party transactions
During the reporting period, we gave full play to the independent audit role of independent directors, verified and commented on the company’s annual daily operating related party transactions and their adjustments, and believed that the above matters met the actual needs of the company, the content was objective, and there was no case of conveying interests to related parties and damaging the interests of shareholders of the company. At the same time, all independent directors, as members of the Audit Committee (i.e. related party transaction control committee), earnestly perform relevant audit responsibilities according to the company’s related party transaction management system, and express their opinions on the audit procedures of related party transactions and the rationality of transactions.
(II) external guarantee and fund occupation
In accordance with the provisions of the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantees of listed companies and the notice on regulating the external guarantees of listed companies issued by the CSRC, we checked the external guarantees of the company and found that as of December 31, 2021, the company had no external guarantees, and there were no external guarantees occurred in previous years and accumulated until December 31, 2021; The capital transactions between the company and related parties belong to normal operating capital transactions, and there is no illegal occupation of the company’s funds by related parties.
(III) nomination and remuneration of senior managers
During the reporting period, as a member of the remuneration and assessment committee, the independent directors participated in the 1st-3rd meeting of the remuneration and assessment committee in 2021 and reviewed the remuneration received by the company’s directors, supervisors and senior executives in 2020. After being reviewed and approved by the members, the remuneration has been included in the company’s 2020 annual report for disclosure.
As a member of the nomination committee, the independent directors participated in the 1st-5th meetings of the nomination committee in 2021, collected and reviewed the occupation, educational background, professional title, detailed work experience, all part-time jobs and other information of the director candidates, and expressed their opinions on consensual recommendation or appointment according to the director’s terms of office; Carefully examined the qualification and performance ability of the proposed senior management candidates, and expressed their opinions on agreeing to the appointment; Review and approve the proposal on the establishment of the company’s organization to provide support for the decision-making of the board of directors.
(IV) performance forecast and performance express
During the reporting period, the company did not issue performance forecast and performance express.
(V) appointment or replacement of accounting firms
In 2021, the company employed zhongtianyun Certified Public Accountants (special general partnership) as the auditor of the company’s financial report and internal control in 2021. Zhongtianyun Certified Public Accountants (special general partnership) had full discussion and communication with the company’s audit committee before and during the audit, provided audit services for the company, worked seriously, and the work results were objective and fair, Be able to realistically evaluate the company’s financial situation, operating results and internal control in 2021, and complete the annual audit on time. The audit institution has provided the annual financial report audit service for the company for 6 years, and the annual internal control audit service for the company for 6 years.
(VI) cash dividends and other investor returns
On March 26, 2021, the company held the 2020 annual general meeting of shareholders and approved the 2020 profit distribution plan: the company plans to distribute a cash dividend of RMB 0.42 (including tax) to all shareholders for every 10 shares. As of December 31, 2020, the total share capital of the company is 494562782 shares. Based on this calculation, the total cash dividend to be distributed is 2077163684 yuan (including tax). The cash dividend ratio of the company in this year is 30.44%.
On May 21, 2021, the company issued the “distribution implementation announcement”, and the equity registration date of profit distribution is may 2021
On May 27, the dividend payment date is May 28, 2021. The profit distribution plan has been fully implemented and the profit distribution policy in the articles of association has been strictly implemented.
(VII) performance of commitments of the company and shareholders
As an independent director, we pay close attention to the performance of the commitments of the company and shareholders. The details of the commitments are as follows:
Performance of commitment period between commitments of the commitment party at the time of commitment
(I) on ensuring the independence of personnel of listed companies 1. Ensuring the senior management of listed companies
Managers shall not serve as directors or supervisors in other enterprises controlled by the commitment party
Other positions and other enterprises not controlled by the commitment party; Guaranteed listed company
The financial personnel are not part-time in other enterprises controlled by the commitment party
