Wondershare Technology Group Co.Ltd(300624)
Work report of the board of directors in 2021
In 2021, the board of directors of Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”) strictly complied with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association, rules of procedure of the board of directors and other rules and regulations, Strictly perform the obligations of relevant laws and regulations, conscientiously implement the resolutions adopted by the general meeting of shareholders, actively promote the implementation of the resolutions of the board of directors, continuously improve the company’s governance level and standardized operation ability, all directors earnestly perform their duties and perform their duties diligently, and do a lot of work for the scientific decision-making and standardized operation of the company, ensuring the sustainable and stable development of the company. The relevant work of the board of directors in 2021 is reported as follows:
1、 Main work of the board of directors in 2021
(I) review of the company’s operation in 2021
In 2021, the global economic situation is complex and severe, the international environment changes frequently, the epidemic situation repeats, and the uncertainty of the external business environment increases. In the face of the complex foreign environment in China, the company continues to uphold the long-term principle, firm its original intention, focus on its main business, deeply cultivate the field of digital creative software, actively improve the quality of products and services, and ensure the market leading advantage of digital creative software products and services. In 2021, the company further explored the potential of creative software products through technology research and development, product innovation, strategic investment and other measures, continuously cultivated and expanded multilingual markets in Asia, Africa, Central America and South America dominated by China and South Korea, strengthened market activities and brand publicity, comprehensively improved product popularity and reputation, and helped the digital creative industry move towards intelligent, convenient, rich and comprehensive The direction of immersive experience continues to develop.
The main reasons for the slowdown of the company’s operating revenue in the reporting period are as follows: ① during the reporting period, the company quickly promoted the subscription transformation, and the proportion of subscription revenue in the overall sales revenue increased rapidly to about 60%. The average price of sales orders decreased year-on-year due to the fact that the annual (quarterly and monthly) purchase fee of subscribers was lower than the software license price, which had an adverse impact on the growth of the company’s operating revenue; ② Affected by the continuous global epidemic and international economic fluctuations, the growth rate of market traffic decreased significantly year-on-year, which had a certain impact on the company’s operating revenue. At the same time, the competition for market traffic became more intense, and the flow cost increased rapidly, making the growth rate of marketing expenses faster than that of operating revenue; ③ During the reporting period, the RMB exchange rate continued to appreciate, which had an adverse impact on the growth of the company’s operating revenue.
The reasons for the year-on-year decline in net profit attributable to shareholders of Listed Companies in the reporting period include: ① the company has invested heavily in R & D, actively introduced high-precision technical talents, and strengthened the construction and application of technical algorithms, AI basic capabilities, virtual digital people and virtual scenes in the field of computer audio and video; Continue to promote the subscription transformation process, build and improve the subscription support platform, resulting in a year-on-year increase of 110 million in R & D expenses during the reporting period, with a year-on-year increase of 50.09%; ② The company issued convertible corporate bonds in 2021, resulting in a significant increase in financial expenses.
(II) corporate governance
Improve the internal control system, improve the communication with investors, and standardize the operation of the listed company in accordance with the provisions of the company’s internal control system, improve the interaction with investors, and improve the company’s internal control system.
2、 Daily work of the board of directors in 2021
(I) meetings of the board of directors during the reporting period
During the reporting period, the company held 12 meetings of the board of directors. The convening, proposal, attendance, discussion, voting, resolution and meeting minutes of the board of directors were operated in strict accordance with the requirements of the company law, the articles of association and the rules of procedure of the board of directors. The details of the meeting are as follows:
Meeting date and proposal of the preparatory meeting
number
On January 1, 2021, the third board of directors, the proposal on formulating the management system of foreign exchange derivatives trading business; On the 20th day of the 23rd session of the board of directors, the proposal on carrying out foreign exchange derivatives trading business.
Meeting
1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary;
On April 2, 2021, the third session of the board of directors, the proposal on the measures of the 24th 9th day of the Management Committee for the implementation and assessment of the restricted stock incentive plan in 2021;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021;
4. Proposal on convening the first extraordinary general meeting of shareholders in 2021.
1. Proposal on the company’s 2020 general manager’s work report;
2. Proposal on the company’s 2020 annual work report of the board of directors;
3. Proposal on the company’s 2020 annual report and its summary; The third session of the board of directors 4. Proposal on the company’s 2020 annual financial statement report;
3. On April 5, 2021, the 25th session of the board of directors, the proposal on the company’s profit distribution plan in 2020;
On June 6 of the 15th meeting, the proposal on the company’s special explanation on the occupation of funds by controlling shareholders and other related parties;
7. Proposal on the company’s self-evaluation report on internal control in 2020;
8. Special report on the deposit and use of the company’s raised funds in 2020
Proposal of the report;
9. Proposal on the report on the use of the company’s previously raised funds;
10. Proposal on the company and its subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2021;
11. Proposal on the company’s reappointment of Dahua Certified Public Accountants (special general partnership) as the audit institution in 2021;
12. Proposal on continuing to use idle self owned funds for cash management
Case;
13. Proposal on changes of accounting policies;
14. Proposal on the election of non independent directors of the company;
15. Proposal on the election of independent directors of the company;
16. Proposal on Amending the rules of procedure of the general meeting of shareholders;
17. Proposal on Amending the rules of procedure of the board of directors;
18. Proposal on Revising the information disclosure management system;
19. Proposal on Amending the management system for preventing controlling shareholders and related parties from occupying the company’s funds;
20. Proposal on Amending the investor relations management system;
21. Proposal on Amending the subsidiary management system;
22. Proposal on formulating the accountability system for major errors in annual report information disclosure;
23. Proposal on the company’s report for the first quarter of 2021;
Proposal on convening the 2020 annual general meeting of the company.
1. Proposal of the third session of the board of directors on matters related to the adjustment of the restricted stock incentive plan in 2021;
4. The proposal on the 7th Meeting of the 26th meeting of the board of directors on May 2, 2021 on the first grant of restricted shares in 2021 to incentive objects;
3. Proposal on the prediction of the company’s guarantee amount for wholly-owned subsidiaries in 2021.
1. Proposal on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects;
1.1 issuance scale
1.2 coupon rate
1.3 confirmation of share conversion price
1.4 issuing object
Issuance method of the third board of directors on June 1.5, 2021
Article 1.6 redemption terms of the 27th 4th meeting of the board of directors
1.7 arrangement of priority placement to original shareholders
2. Proposal on the listing of convertible corporate bonds issued by the company to unspecified objects;
3. Proposal 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. Proposal on cash acquisition of 72.44% equity of Hangzhou Gexiang Technology Co., Ltd.
6. On June 1, 2021, the third board of directors, about the reserved grant Department of the company’s 2018 restricted stock incentive plan
On the 28th and 24th of the meeting, the motion on lifting the sales restriction in the second phase;
Meeting 2. Proposal on increasing the amount of cash management using some idle raised funds.
On July 1, 2021, the third board of directors proposed to invest in the purchase of land use rights by wholly-owned subsidiaries; 7. Proposal on convening the second extraordinary general meeting of shareholders in 2021.
Meeting
On July 1, 2021, the third board of directors proposed to use the funds raised by convertible bonds to replace the pre investment; 8. The 30th session of the board of directors on the 27th. 2. Proposal on the appointment of senior managers of the company.
meeting
1. Proposal on the full text and summary of the company’s 2021 semi annual report; 2. Special report on the deposit and use of the company’s raised funds in the half year of 2021
