Report on the work of independent directors in 2021
In 2021, as independent directors of Dbappsecurity Co.Ltd(688023) (hereinafter referred to as “the company” or ” Dbappsecurity Co.Ltd(688023) “), we faithfully performed the duties of independent directors in our work in 2021 in strict accordance with the company law, the securities law, the governance standards of listed companies, the rules for independent directors of listed companies and other laws and regulations, as well as the articles of association, the working system of independent directors and other relevant regulations and requirements, Give full play to the role of independent directors and effectively safeguard the interests of the company and shareholders, especially public shareholders. The report on the work of independent directors in 2021 is as follows:
1、 Basic information of independent directors
The first board of directors of the company consists of 9 directors, including 3 independent directors, accounting for more than one-third of the number of directors, in line with the provisions of relevant laws and regulations. The board of Directors consists of four special committees: strategy and Development Committee, nomination committee, audit committee and remuneration and assessment committee. Among them, the nomination committee, audit committee and remuneration and assessment committee are dominated by independent directors, and the convener is held by independent directors.
(I) personal work experience, professional background and part-time work
Xin Jinguo, male, born in 1962, Chinese nationality, without overseas permanent residency, doctor of management, Professor, doctoral supervisor, master of accounting supervisor, with the qualification of Chinese certified public accountant and Chinese certified asset appraiser. He has successively served as the vice president of the school of business administration and the vice president of the school of Finance and economics of Hangzhou Institute of electronic technology. Currently, he is the director of Zhejiang informatization and economic and social development research center, a new key professional think tank in Zhejiang Province, and a member of the Advisory Committee of Hangzhou municipal Party committee and municipal government; The person in charge of accounting, a key major in Zhejiang Province, and the person in charge of auditing, a quality course in Zhejiang Province.
Zhao Xinjian, male, born in 1955, Chinese nationality, without permanent residency abroad, master of radio technology and professor. The main experiences are as follows: from 1981 to 1992, he served as a lecturer in the Department of electronics of Zhejiang Institute of technology. From 1992 to 2015, he worked in Zhejiang University of technology. He successively served as the director and associate professor of the teaching and Research Department of communication engineering, the director and associate professor of the Department of communication and electronic engineering, the director and professor of the network information education center, the director and professor of the information office and the professor of the school of information engineering. He retired in 2015.
From January to September 2018, he worked in Shenzhen Securities Times Co., Ltd. as director, chief financial officer and vice president of the finance department; From October 2018 to June 2020, he worked as the chairman of Shenzhen new wealth Multimedia Operation Co., Ltd; Since July 2020, he has worked in Shenzhen Siyuan Management Consulting Co., Ltd. as the chairman. (II) independence description
(1) Neither we nor our immediate family members and other major social relations members work in the company or affiliated enterprises; I am not the top ten shareholders of the company and their immediate family members, and I do not directly or indirectly hold more than 1% of the issued shares of the company; Neither I nor my immediate family members have served in the shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or the top five shareholder units of the company.
(2) We have not provided financial, legal, management consulting, technical consulting and other services for the company and its subsidiaries, and have not obtained additional and undisclosed interests from the company and its major shareholders or interested institutions and personnel.
(3) We have the independence and qualification to serve as independent directors required by the self regulatory guidelines for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Dbappsecurity Co.Ltd(688023) the articles of association and the working rules for independent directors, and can ensure objective and independent professional judgment without affecting our independence.
2、 Performance of duties in this year
(I) attendance at the meeting
Participation of shareholders in the board of directors
General assembly situation
Is the director continuous
Name: the attending directors shall attend in person, and the number of absences of shareholders who do not attend in person shall be entrusted to attend twice by means of communication
The number of meetings is from the number of meetings
Zhu Weijun 12 12 100 00 No 3
Xinjinguo 12 12 100 00 No 3
Zhao Xinjian 12 12 10 0 0 No 4
Mr. Zhu Weijun and Mr. Xin Jinguo were elected as independent directors by the company’s first extraordinary general meeting in 2021, and attended the company’s second extraordinary general meeting in 2021, the 2020 annual general meeting and the 2021 annual general meeting
During the reporting period, the special committee of the board of directors of the company held 10 meetings, including 1 meeting of the strategy and Development Committee, 5 meetings of the audit committee, 3 meetings of the remuneration and assessment committee and 1 meeting of the nomination committee. As members of the professional committees of the board of directors, we participated in the meetings of the professional committees during our respective terms of office.
During the reporting period, we gave full play to our respective professional roles in a diligent and responsible manner based on the principle of prudence and objectivity. Before the meetings of the board of directors and various special committees are held, we conduct a more comprehensive investigation and understanding of the relevant deliberations of the meeting, and ask the company if necessary. The company can actively cooperate and respond in a timely manner. During the meeting, we fully discussed with other directors on the matters under consideration, put forward reasonable suggestions to the company with our accumulated professional knowledge and professional experience, and issued relevant written opinions according to the scope of responsibilities of independent directors and special committees, actively promoted the objectivity and scientificity of the decision-making of the board of directors, and effectively safeguarded the interests of the company and all shareholders.
During the reporting period, we voted in favour of all the proposals of the board of directors in 2021: all the proposals considered by the board of directors in 2021 were voted through. (II) site investigation
During the reporting period, we made full use of our participation in the board of directors, shareholders’ meetings and other working hours to conduct on-site visits to the company, and maintained close contact with other directors, senior executives and relevant staff of the company through talks, telephone and other means, so as to master the operation and standardized operation of the company, and have a comprehensive and in-depth understanding of the company’s management, financial status, progress of raised funds and investment projects and other major issues, Pay attention to the impact of external environment and market changes on the company and promote the improvement of the company’s management level.
(III) cooperation of the company with independent directors
The management of the company attaches great importance to the communication with us, timely reports the progress of the company’s production and operation and major matters, solicits opinions and listens to opinions, and can timely implement and correct the problems raised by us, which provides necessary conditions and strong support for our better performance of our duties.
3、 Key matters concerned in the annual performance of independent directors
In 2021, the independent directors made prudent judgments on the matters of key concern with a diligent and responsible working attitude. The details are as follows:
(I) related party transactions
We have made prudent judgments on the necessity, objectivity, fair pricing and impact on the company and shareholders’ equity of related party transactions in the process of production and operation of the company in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the management system of related party transactions. In this year, the company and its holding subsidiaries recognized and expressed their independent opinions on the daily connected transactions in 2021 in advance.
(II) external guarantee
During the reporting period, the company has no external guarantee.
(III) use of raised funds
During the reporting period, the company used the raised funds in a standardized and reasonable manner in strict accordance with the relevant laws, regulations and normative documents 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 and the relevant provisions of the guidelines for the self discipline supervision of listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation. After understanding and verification, the company’s management and use of the raised funds do not change the investment direction of the raised funds and damage the interests of the company’s shareholders, especially the interests of minority shareholders.
(IV) merger and reorganization
During the reporting period, there was no merger and reorganization of the company.
(V) nomination and remuneration of senior managers
During the reporting period, we strictly examined the qualifications of the company’s senior managers and nominated candidates for senior managers; Review the remuneration of senior managers and consider that the remuneration of senior managers of the company complies with the provisions of the company’s performance appraisal and relevant remuneration systems, and the remuneration payment complies with the provisions of relevant laws and regulations and the articles of association.
(VI) performance forecast and performance express
During the reporting period, the company timely released the 2020 annual performance express.
(VII) appointment of accounting firms
During the reporting period, in order to ensure the independence and objectivity of the audit work, the company hired Lixin Certified Public Accountants (special general partnership) as the audit institution of the company’s 2021 financial report. The review procedures for the company to employ an accounting firm are legal and effective, and comply with the provisions of the company law, the articles of association and relevant laws and regulations.
(VIII) cash dividends and other investor returns
During the reporting period, after the deliberation and approval of the company’s 2020 annual general meeting of shareholders, the company took the total share capital of 7407407500 shares on December 31, 2020 as the distribution base, and distributed cash dividends of 2 yuan (including tax) to all shareholders for every 10 shares, with a total amount of 14814800 yuan, accounting for 11.05% of the net profit attributable to shareholders of Listed Companies in the company’s 2020 consolidated statements, which effectively repaid the majority of investors.
(IX) performance of commitments of the company and shareholders
During the reporting period, we continued to pay attention to the implementation of the commitments made by the company, its controlling shareholders, actual controllers and shareholders to avoid horizontal competition, regulate related party transactions and share restrictions since the company’s initial public offering and listing in November 2019. We believe that all the above-mentioned relevant commitments can actively and legally fulfill the previous commitments.
(x) implementation of information disclosure
After the listing of the company, the company shall perform the obligation of information disclosure in strict accordance with the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the measures for the administration of information disclosure of listed companies and the information disclosure management system, abide by the principle of “openness, fairness and impartiality”, ensure the authenticity, accuracy and integrity of the content, enable investors to understand the development of the company more comprehensively and timely, and effectively protect the legitimate rights and interests of investors.
（11） Implementation of internal control
During the reporting period, the company established and improved the internal control system and steadily promoted the construction of the internal control system in accordance with the requirements of normative documents such as the basic norms of enterprise internal control.
（12） Operation of the board of directors and its subordinate special committees
In 2021, the company held 12 board meetings, 5 audit committees, 3 remuneration and assessment committees, 1 Nomination Committee and 1 strategy and Development Committee. The directors of the company actively perform their corresponding duties in their daily work, understand and carefully study the matters to be decided in advance, especially as members of each special committee, conduct special discussions on important matters in time, exercise their voting rights independently, objectively and prudently, and issue the review opinions and minutes of the special Committee, which provides professional support for the scientific and efficient decision-making of the board of directors. It has effectively promoted the improvement of the standard governance level of the company.
（13） New business development
During the reporting period, the company did not carry out new business.
（14） Other matters that the independent directors think the listed company needs to improve
We believe that the operation of the company is standardized and the system is sound. At present, there are no other matters that need to be improved.
4、 Overall evaluation and recommendations
In 2021, we strictly abide by the articles of association and relevant laws and regulations, participate in the decision-making of major matters of the company based on the principles of objectivity, impartiality and independence, provide reference opinions for the scientific decision-making of the board of directors, give full play to the role of independent directors and safeguard the legitimate rights and interests of the company and all shareholders.
In 2022, independent directors will continue to be diligent and conscientious, pay close attention to the company’s production and operation activities, use their professional knowledge and experience to provide more constructive opinions and suggestions for the development of the company, strengthen the construction of the board of directors, improve the management and decision-making level of the board of directors, earnestly perform the duties of independent directors, promote the high-quality development of the company, and effectively safeguard the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Finally, we would like to express our heartfelt thanks to the company’s staff and management for their active cooperation in 2021!
Dbappsecurity Co.Ltd(688023) independent directors: Zhao Xinjian, Xin Jinguo, Zhu Weijun
