Wondershare Technology Group Co.Ltd(300624)
Report on the work of independent directors in 2021 (Chen Qisheng)
Shareholders and shareholder representatives:
As an independent director of Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”), in strict accordance with the provisions and requirements of the company law, the securities law, the rules for independent directors of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of Companies listed on GEM, the articles of association, the working system of independent directors and other relevant laws, regulations and rules, I worked in good faith and Diligently perform the duties of independent directors, attend relevant meetings on time, carefully consider various proposals of the board of directors, express objective and prudent independent opinions on various matters of the company, and actively safeguard the overall interests of the company and the legitimate interests of all shareholders, especially minority shareholders. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at meetings
In 2021, in a diligent and conscientious manner, I actively participated in the meetings held by the company, exercised my voting rights in a cautious and independent manner, carefully considered and voted for all proposals of the board of directors, and there was no objection. In 2021, my attendance at the meeting is as follows:
During the reporting period, the directors who should be present at the scene entrusted to attend the board meeting by means of communication. Whether the absent directors attended the board meeting of the general meeting of shareholders twice in a row? How many times did they attend the board meeting? How many times did they not attend the board meeting in person
12 8 4 0 0 0 No 4
2、 Independent opinions
In accordance with the articles of association, the working system of independent directors and relevant provisions of other laws and regulations, the company has issued prior approval opinions and independent opinions on the following matters, as follows:
Contents of independent opinions of time related meetings
2021.1.20 independent opinions of the third board of directors on carrying out foreign exchange derivatives trading business
Twenty third meeting
1. Independent opinions on the company’s restricted stock incentive plan in 2021 (Draft) and the summary of the third session of the board of directors on April 9, 2021
The 24th meeting 2. Independent opinions on the scientificity and rationality of the indicators set in the company’s restricted stock incentive plan in 2021
1. Prior approval opinions and independent opinions on the company’s re employment of Dahua Certified Public Accountants (special general partnership) as the audit institution in 2021
2. Independent opinions on the company’s profit distribution plan in 2020
3. Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders, actual controllers and other related parties and the company’s external guarantees
4. Independent opinions on the company’s 2020 internal control self-evaluation report
2021.4.15 independent opinions on the report of the 25th special meeting of the third board of directors on the deposit and use of the company’s raised funds in 2020
6. Independent opinions on the report on the use of the company’s previously raised funds
7. Independent opinions on the application of the company and its subsidiaries for comprehensive credit line from banks and other financial institutions in 2020
8. Independent opinions on continuing to use idle self owned funds for cash management 9. Independent opinions on changes in the company’s accounting policies
10. Independent opinions on the election of non independent directors of the company
11. Independent opinions on the election of independent directors of the company
1. Independent opinions of the third session of the board of directors on matters related to the adjustment of the restricted stock incentive plan in 2021
26th meeting 2. Independent opinions on granting restricted shares in 2021 to incentive objects for the first time
1. Independent opinions on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects
2. Opinions of the third session of the board of directors on June 4, 2021 on the listing of convertible corporate bonds issued by the company to unspecified objects
The 27th meeting 3. Independent opinions on the company opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing the supervision agreement for raising funds
4. Independent opinion on cash acquisition of 72.44% equity of Hangzhou Gexiang Technology Co., Ltd
1. Independent opinion on the second phase of the third session of the board of directors on June 24, 2021 to lift the restrictions on sales of the reserved grant part of the company’s 2018 restricted stock incentive plan
Twenty eight independent meetings on the management of idle funds raised
2021.7.27 the 30th meeting of the third board of directors 1. Independent opinions on the use of convertible bonds to raise funds to replace pre investment 2. Independent opinions on the appointment of senior managers of the company
1. Independent opinions on the company’s special report on the deposit and use of raised funds in the half year of 2021
2. Special instructions and independent opinions on the occupation of the company’s funds by controlling shareholders, actual controllers and other related parties and the company’s external guarantees
2021.8.26 independent opinions on adjusting the exercise price of the 31st meeting of the stock option incentive plan for the first time in 2020 and canceling some granted stock options at the 3rd Session of the third board of directors
4. Independent opinions on canceling some stock options reserved in 2020 stock option incentive plan
5. Independent opinions on the achievement of exercise conditions in the first exercise period granted by the stock option incentive plan in 2020
2021.9.22 independent opinion of the third board of directors on signing the second supplementary meeting of the equity acquisition agreement of Shenzhen Yitu Software Co., Ltd
1. Independent opinions on the release of restrictions on sales in the third phase of the third session of the third board of directors on November 26, 2021, the first grant of the company’s restricted stock incentive plan in 2018
34th meeting 2. Independent opinions on adjusting the repurchase price, repurchase quantity and repurchase cancellation of some restricted shares in the company’s 2018 restricted stock incentive plan
3、 Performance of special committees
The board of directors of the company consists of four special members: Strategy Committee, salary and assessment committee, audit committee and Nomination Committee.
As the chairman of the audit committee, the chairman of the nomination committee, the member of the remuneration and assessment committee and the member of the strategy committee, I performed the duties of the members of each special committee in 2021 in accordance with the articles of association, the rules of procedure of the board of directors and the rules of procedure of each professional committee.
1. Work of the Audit Committee: during the term of office, the company held four audit committees. As the convener of the audit committee, I presided over the meetings and discussed the company’s profit distribution plan, the work and internal control of the internal audit department, the deposit and use of the raised funds in 2020 and the use of the previously raised funds, and proposed Dahua Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 Regular reports and quarterly reports (2020 annual report, 2021 first quarter report, 2021 semi annual report, 2021 third quarter report), foreign exchange derivatives trading business and other matters issued relevant review opinions, and effectively guided and supervised the company’s financial status and operation.
2. Work of the nomination committee: during the term of office, the company held two nomination committees. As the convener of the nomination committee, I presided over the meeting, issued relevant review opinions on the election of independent directors and non independent directors and the appointment of senior managers, and continued to pay attention to the appointment of senior managers, so as to improve the management level of the company.
3. Work of the remuneration and appraisal committee: during the term of office, the company held five remuneration and appraisal committees. As a member of the remuneration and appraisal committee, I made adjustments to the company’s 2021 restricted stock incentive plan (Draft) and its grant and adjustment; The release of restrictions on sale and repurchase cancellation of the company’s restricted shares in the third phase of the first grant and the second phase of the reserved grant in 2018; The company adjusted the first grant price of options in 2020 and the achievement of exercise conditions in the first exercise period of the first grant, issued relevant review opinions, and earnestly performed the professional functions of the salary and assessment committee.
4. Work of the strategy committee: during the term of office, the company held a strategy committee once. As a member of the strategy committee, I gave relevant review opinions on the company’s cash acquisition of the equity of Hangzhou Gexiang Technology Co., Ltd., the company’s issuance of convertible corporate bonds to unspecified objects, issuance and listing, and earnestly performed the professional functions of the strategy committee.
4、 On site inspection of the company
In 2021, I made many on-site visits to the company during the time of attending the board of directors, general meeting of shareholders and other meetings of the company, focusing on the company’s operation, financial status, improvement and implementation of internal control, implementation of resolutions of the board of directors, use of raised funds and project progress. Keep abreast of the company’s major decisions and the company’s senior management personnel, and actively communicate with the company’s secretaries and supervisors on the company’s major decisions and other relevant matters. Always pay attention to the impact of changes in the company’s external business environment and market conditions on the company, as well as the relevant reports of the media and network on the company, and master the operation dynamics of the company.
5、 Work done in protecting the rights and interests of investors
(I) performance of duties of independent directors
According to the guidance on the establishment of independent director system in listed companies and the terms of office stipulated in the articles of association, I have not held any position in the company other than independent directors, nor have I had any other circumstances affecting the independence of independent directors.
I effectively supervised and verified the company’s information disclosure, ensured the authenticity, accuracy, integrity and timeliness of the company’s information disclosure, ensured that all shareholders had equal access to information, urged the company to strengthen voluntary information disclosure, and effectively safeguarded the legitimate rights and interests of shareholders. Assist the company to promote the construction of investor relations, promote the benign communication between the company and investors, let the company understand the requirements of minority shareholders, and deepen investors’ understanding and recognition of the company.
(II) protection of legitimate rights and interests of investors
I require the company to provide relevant materials in advance for careful review of major matters considered and decided by the board of directors of the company, and ask relevant departments and personnel of the company if necessary. On this basis, I use my professional knowledge to exercise voting rights independently, objectively and prudently, promote the scientificity and objectivity of the decision-making of the board of directors, and actively safeguard the legitimate rights and interests of the company and shareholders.
(III) training and learning
As an independent director, I actively participate in various trainings organized by the company, constantly strengthen the study of relevant laws and regulations, and deepen my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting shareholders’ rights and interests, so as to effectively enhance the ability to protect the interests of the company and investors and form the ideological awareness of consciously protecting shareholders’ rights and interests.
6、 Other working conditions
1. Current year
