Wondershare Technology Group Co.Ltd(300624)
Report on the work of independent directors in 2021 (Dai Yang)
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.
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. I have served as an independent director of the third board of directors of the company since May 7, 2021. 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
9 0 9 0 0 0 No 2
2、 Independent opinions
In accordance with the articles of association, the working system of independent directors and relevant provisions of other laws and regulations, he expressed independent opinions on the following matters, as follows:
Contents of independent opinions of time related meetings
Opinions of the 26th independent meeting of the 3rd board of directors on matters related to the adjustment of the restricted stock incentive plan in 2021 on May 7, 2021
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
2021.6.4 opinions of the 27th independent meeting of the third board of directors on the issuance of convertible corporate bonds for listing to unspecified objects
3. Independent opinions on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a 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 of the reserved grant part of the company’s 2018 restricted stock incentive plan
28th meeting 2. Independent opinions on increasing the use of some idle raised funds for cash management
2021.7.27 independent opinions of the third session of the board of directors on the use of funds raised by convertible bonds to replace pre investment 2. Independent opinions of the 30th meeting 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 first grant of stock options in 2020 stock option incentive plan 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 agreement of the 32nd supplementary meeting of the equity acquisition agreement of Shenzhen Yitu Software Co., Ltd
1. Independent opinions on the lifting 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 remuneration and assessment committee, the member of the audit committee and the member of the nomination 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 remuneration and assessment committee: during the term of office, the company held four remuneration and assessment committees. As the chairman of the remuneration and assessment committee, I presided over the meetings and adjusted and granted the company’s restricted stock incentive plan (Draft) in 2021; 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.
2. Work of the Audit Committee: during the term of office, the company held two audit committees. As a member of the audit committee, I issued relevant review opinions on the deposit and use of raised funds in the half year of 2021, regular reports and quarterly reports (the half year report of 2021 and the third quarter report of 2021), earnestly performed the duties of independent directors, and effectively guided and supervised the financial status and operation of the company.
3. Work of the nomination committee: during the term of office, the company held one nomination committee. As a member of the nomination committee, I gave relevant review opinions on the company’s appointment of senior managers and other matters.
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. This year, there was no proposal to convene the board of directors;
2. This year, there was no proposal to dismiss the accounting firm;
3. In this year, no external audit institutions and consulting institutions were hired.
I will continue to strengthen my study, be diligent and responsible, earnestly and faithfully perform the duties of independent directors in strict accordance with relevant laws and regulations, use my professional knowledge and experience to provide more constructive suggestions for the development of the company, provide reference opinions for the scientific decision-making of the board of directors, promote the sustainable and healthy development of the company, and safeguard the legitimate rights and interests of the company and all shareholders. Finally, I thank the board of directors The active cooperation and support given by the company’s management and relevant personnel in the process of performing their duties.
It is hereby reported.
Wondershare Technology Group Co.Ltd(300624) independent director: Dai Yang April 22, 2022
