Primeton Information Technologies Inc(688118)
Report on the work of independent directors in 2021
As independent directors of Primeton Information Technologies Inc(688118) (hereinafter referred to as "the company"), we strictly comply with the company law of the people's Republic of China (hereinafter referred to as "the company law"), the securities law of the people's Republic of China, the guidelines for the governance of listed companies, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as "the Listing Rules") and the rules for independent directors of listed companies The guidelines for the performance of duties of independent directors of listed companies and other laws, regulations and normative documents, the Primeton Information Technologies Inc(688118) articles of Association (hereinafter referred to as the "articles of association"), the Primeton Information Technologies Inc(688118) independent director working system and other relevant provisions, in a serious and responsible attitude, faithfully and diligently perform the duties of independent directors, actively attend the meeting, carefully consider the proposals of the meeting, and express independent opinions on relevant matters, We gave full play to the role of independent directors and effectively safeguarded the legitimate rights and interests of all shareholders of the company, especially small and medium-sized shareholders. The performance of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
On May 12, 2021, the company completed the change of the board of directors. The 2020 annual general meeting of shareholders of the company elected Ms. Shi Jian, Mr. Xu Jie and Mr. Sun Pengcheng as independent directors of the Fourth Board of directors, and Mr. Yi Aimin and Mr. Zhou Hui, independent directors of the third board of directors, resigned due to the expiration of their terms of office. The independent directors of the company before and after the change of office are as follows:
(I) personal work experience, professional background and part-time work
Shi Jian, female, Chinese certified public accountant and senior accountant, born in 1962, Chinese nationality, without permanent residency abroad. Graduated from the Chinese University of Hong Kong in 2005 with a master's degree in accounting. He once served as the chief of the operating unit of Shanghai No. 3 national musical instrument factory, the general accountant of Shanghai Ocean Hotel Co., Ltd., the manager of the financial department of Shanghai Xinda industry and trade company, the manager of the financial audit department of Shanghai Hong Kong Audit Firm Co., Ltd., the financial director of Chinese enterprises of Hong Kong kangmilao Far East Development Co., Ltd., the vice president and CFO of Xianghe holding group, Argus (Shanghai) Textile Chemicals Co.Ltd(603790) independent director, Shanghai Huace Navigation Technology Ltd(300627) independent director, Served as assistant director and business director of Ruihua Certified Public Accountants (special general partnership) Shanghai Branch; From January 2021 to now, he has served as the business director of Shanghai pilot free trade division of Daxin Certified Public Accountants (special general partnership). Since March 2019, he has served as an independent director of the company.
Xu Jie, male, born in 1963, Chinese nationality, without permanent residency abroad. In 2004, he graduated from the University of Western Sydney with a master's degree in business administration. Former president and director of Jiadu Group Co., Ltd., director of Guangzhou Huicheng Guarantee Co., Ltd. and supervisor of duilong Pci Technology Group Co.Ltd(600728) Co., Ltd; He is currently the chairman of Guangzhou huitai pawnshop Co., Ltd., the director of Shenzhen Zhichi Network Technology Development Co., Ltd., the director of Guangzhou Weishan Information Technology Co., Ltd., the director of Shenzhen Yitu visual Automation Technology Co., Ltd., the director of Guangzhou Junfeng Network Technology Co., Ltd., the director of Guangzhou Dazhong Power Technology Co., Ltd., and the executive director and general manager of Guangzhou lanene Investment Management Co., Ltd. He has been an independent director of the company since May 2021.
Sun Pengcheng, male, practicing lawyer of the people's Republic of China, born in 1978, Chinese nationality, without permanent residency abroad. He graduated from East China University of political science and law with a master's degree in economic law in 2004. He once served as an investment lawyer of Zhongsheng grain and Oil Industry Holding Co., Ltd., senior manager of the legal department of Zhongtai trust and Investment Co., Ltd., senior manager of the risk management and compliance department of The People'S Insurance Company (Group) Of China Limited(601319) Asset Management Co., Ltd., legal director of Hua'ao International Trust Co., Ltd., director and senior partner of Beijing Deheng (Changsha) law firm, and independent director of Hunan Tea Group Co., Ltd; He is now the senior partner of Shanghai jintiancheng law firm. He has been an independent director of the company since May 2021.
Yi Aimin (outgoing), male, born in 1966, Chinese nationality, without permanent residency abroad. Graduated from Peking University in 2002 with a master of business administration. He once served as senior engineer of software engineering development center of Chinese Academy of Sciences, vice president of AsiaInfo Technology (China) Co., Ltd., technical director of China automotive network, operation director of Shanghai Dane Software Technology Co., Ltd., senior vice president of Beijing Softcom Power Technology Co., Ltd. and operation director of Beijing Quanxi mutual trust data Technology Co., Ltd. From June 2015 to may 2021, he served as an independent director of the company.
Zhou Hui (outgoing), male, born in 1969, Chinese nationality, without permanent residency abroad. In 1994, he graduated from Changsha University of technology with a master's degree in computer science. Zeng Renhua was vice president of product line management and Bright Oceans Inter-Telecom Corporation(600289) chief operating officer of Technology Co., Ltd. He is currently the executive director of Beijing Chuxing Rongzhi Consulting Co., Ltd. and the director of Beijing Digital hail Information Technology Co., Ltd. From June 2015 to may 2021, he served as an independent director of the company.
(II) whether there are conditions affecting independence
As independent directors, neither we nor our immediate family members work in the company or its subsidiaries, nor in the company's affiliated enterprises; No financial, legal, consulting and other services are provided for the company or its subsidiaries. We have the independence required by laws and regulations and the qualification to serve as independent directors of the company, and maintain objective and independent professional judgment in performing our duties in strict accordance with the listing rules and other relevant provisions. There is no situation affecting our independence.
2、 Annual performance of independent directors
(I) attendance at the board of directors and shareholders' meeting
In 2021, the company held 11 board meetings and 2 general meetings of shareholders. We actively participated in relevant meetings and did not entrust other independent directors to attend on behalf of us. At the meeting, we carefully considered the proposal materials, exercised our voting rights carefully and independently, and issued relevant prior approval opinions and independent opinions. We voted in favour of all the proposals of the board of directors in 2021 and did not raise any objection to all the proposals and other matters of the company. The details of participation are as follows:
Attendance at the board of directors, attendance at the general meeting of shareholders and name of the board of directors should attend the meeting in person this year and be entrusted by the corresponding party. Are there two consecutive absences
Number of times of attending meetings in the form of adding number of board seats number of times of not attending meetings in person number of times of attending meetings
Shi Jian 11 11 100 0 0 No 2
Yi Aimin 6 600 No 2
(leaving office)
Zhou Hui 6 0 0 0 No 2
(leaving office)
Xu Jie 5 5 4 0 0 0 No 1
Sun Pengcheng 5 5 4 0 0 0 No 1
(II) performance of duties in the special committees of the board of directors
The board of directors of the company has an audit committee, a nomination committee, a remuneration and assessment committee and a strategy committee.
During the reporting period, the audit committee held 4 meetings, the nomination committee held 3 meetings, the remuneration and assessment committee held 2 meetings, and the strategy committee held 1 meeting in total. As members of the special committees of the board of directors, we convened and personally participated in the meetings of the special committees in accordance with the working rules of the relevant committees. Without being absent from the meeting, we carefully considered various proposals and earnestly fulfilled the responsibilities and obligations of independent directors.
(III) on site investigation of the company
During the reporting period, we made full use of the opportunity of attending the board of directors and the general meeting of shareholders to have an in-depth understanding of the company's business conditions, internal control, business development and other related matters, maintained communication with other directors and senior managers of the company through on-site visits, online meetings, telephone and e-mail, and paid attention to the implementation of the resolutions of the board of directors and the general meeting of shareholders and the progress of major matters, Pay attention to the impact of external environment and market changes on the company, and make full use of their professional expertise to provide constructive suggestions for the scientific decision-making of the company.
(IV) the company's cooperation with independent directors
In the process of performing their duties, the management of the company attaches great importance to communication with us, timely transmits relevant meeting documents to us and reports the progress of the company's production and operation and major matters, which fully ensures the right to know of the independent directors of the company, so that the independent directors of the company can timely understand the dynamics of the company. The office of the board of directors and relevant departments have effectively ensured that independent directors exercise their functions and powers, providing necessary conditions and support for us to better perform our duties. 3、 Key matters concerned in the annual performance of independent directors
(I) related party transactions
In 2021, the company had no related party transactions that need to be considered by the board of directors. The company has no abnormal related party transactions, and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders.
(II) external guarantee and fund occupation
In 2021, the company had no external guarantee and no related parties illegally occupied the company's funds. (III) use of raised funds
During the reporting period, we supervised the deposit and use of raised funds, and made comments on the proposal on the special report on the deposit and actual use of raised funds in 2020, the proposal on the extension of raised investment projects, and the proposal on the special report on the deposit and actual use of raised funds in the half year of 2021 The proposal on the use of some temporarily idle raised funds for cash management issued unanimous independent opinions. We believe that the deposit and actual use of the company's raised funds comply with the relevant provisions of laws and regulations such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the listing rules, the guidelines for the self-discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 - standardized operation, and the Primeton Information Technologies Inc(688118) raised funds use system, It is conducive to improving the use efficiency of the raised funds, and there is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
(IV) equity incentive
In 2021, the company launched the 2021 restricted stock incentive plan and granted it for the first time in accordance with relevant regulations. As an independent director of the company, we express our independent opinions on the relevant proposals of equity incentive considered by the board of directors, and believe that the above equity incentive plan is conducive to further improve the corporate governance structure, improve the company's incentive mechanism, enhance the company's management team and core employees' sense of responsibility and mission for realizing the sustainable and healthy development of the company, and is conducive to the long-term sustainable development of the company, It will not damage the interests of the company and all shareholders. (V) share repurchases
In 2021, the company launched a two-phase repurchase program and implemented the repurchase in accordance with laws and regulations and the company's repurchase program. As an independent director of the company, we believe that the two-phase share repurchase is legal and compliant, and the repurchase scheme is feasible and necessary, which is in line with the interests of the company and all shareholders. As of December 31, 2021, the company has repurchased 3079933 shares (including the shares repurchased in phase I and phase II) through the trading system of Shanghai stock exchange through centralized bidding, accounting for 3.23% of the company's total share capital of 95400000 shares, and the total amount of funds paid is 6770150958 yuan (excluding stamp duty, Trading Commission and other transaction expenses). (VI) merger and reorganization
In 2021, based on our independent position and judgment, and on the premise of careful consideration of the corresponding proposal, we issued clearly agreed prior approval opinions and independent opinions on the termination of the issuance of shares and the payment of cash to purchase 100% equity of Shanghai yinzhida Information Technology Co., Ltd. and raise supporting funds.
(VII) nomination and remuneration of directors and senior managers
On May 12, 2021, the company completed the change of the board of directors and passed the proposal on the appointment of senior managers on the same day. We reviewed the qualifications, educational experience, working background and professional ability of the candidates for directors and senior managers, and considered that the candidates have the corresponding qualifications and conditions. We have reviewed the nomination procedure and remuneration plan of the company's directors and senior managers in 2021 and believe that the nomination, appointment and remuneration of the company's directors and senior managers comply with the provisions of the company's relevant nomination, remuneration and assessment system.
(VIII) performance forecast and performance express
During the reporting period, the company does not need to disclose the performance forecast. On February 27, 2021, the company disclosed the announcement of 2020 annual performance express on the official website of Shanghai Stock Exchange, which is in line with the provisions of the company law and other relevant laws and regulations and the articles of association.
(IX) appointment or replacement of accounting firms
During the reporting period, the company renewed the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company's audit institution in 2021. Zhonghua Certified Public Accountants (special general partnership) has the qualification for securities related business, and the audit professionals have rich professional experience, which can meet the requirements of the company's future financial audit, We have expressed explicit prior approval opinions and independent opinions on the proposal to renew the appointment of the audit institution in 2021. (x) cash dividends
The 18th meeting of the third board of directors and the 2020 annual general meeting of shareholders of the company deliberated and adopted the
