Work report of the board of directors in 2021
In 2021, the board of directors of Gosun Holdings Co.Ltd(000971) (hereinafter referred to as “the company”) strictly abided by the company law, the securities law, the standards for the governance of listed companies, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the relevant provisions and requirements of the articles of association and the rules of procedure of the board of directors, and scrupulously performed their duties and Actively and effectively exercise their functions and powers, earnestly implement the resolutions of the general meeting of shareholders, diligently carry out the work of the board of directors, promote the continuous improvement of the level of corporate governance and ensure the steady progress of the company’s business.
1、 Operation of the company in 2021
The situation has changed over the past century and the epidemic situation is intertwined. The global spread of covid-19 epidemic has brought a huge impact on the economy outside China. Promoting the digital transformation of society is becoming a new driving force for China’s economic development. Whether it is helping the front line fight the epidemic, or the subsequent resumption of work and production, as well as the digital tools in the isolated life at home, have provided solid technical support for the operation of the whole society and strengthened the confidence of the country and people in the bright future of digitization. The company follows the trend, makes steady progress, focuses on the development trend of digital economy, improves the integrated cloud service industry chain, provides customers with integrated cloud services and solutions of “cloud, network and end” around the three aspects of “resources, platform and application”, and strives to build a leading integrated cloud service provider in China.
In order to strengthen enterprise construction, the company keeps up with the development trend of industry technology and continues to invest in R & D. With its profound R & D strength and continuous innovation ability, it has incubated a number of high-tech value-added products. The GFC multi cloud integration and hybrid cloud management platform independently developed by the company provides hybrid management solutions based on public cloud, private cloud and IDC environment, and has fully demonstrated its leading advantages in the application of finance, insurance, transportation, medical treatment and other fields. The company continues to increase R & D investment in industrial Internet business, drive innovation with customer needs and cutting-edge technologies, maintain a leading position in the development and technology direction of cloud platform, financial media platform, live broadcast products, copyright platform and other platforms, provide customers with better products and services and promote the development of the industry. Simultaneous company
Focus on increasing R & D investment in the field of smart city construction. “Smart community micro brain governance system technology development”, “smart Park big data management system technology development”, “smart city management city brain system technology development” and other products have been successfully developed and entered the stage of fruit industrialization. These high-tech value-added products have formed the company’s core comprehensive cloud service product matrix, strengthened the stickiness of leading customers in the industry, and provided strong technical support for further obtaining the cooperative relationship of leading enterprises.
2、 Daily work of the board of directors in 2021
(I) convening of the board of directors
In 2021, the board of directors held 8 meetings (3 meetings combining on-site and communication and 5 meetings voting by communication), considered and adopted 25 proposals and issued 127 announcement documents; A total of one annual general meeting of shareholders was proposed, and the proposals on the regular report, profit distribution, amendment of the articles of association, repurchase and cancellation of shares, appointment of accounting firm, change of the purpose of some raised funds and so on were adopted by the general meeting of shareholders.
1. On April 27, 2021, the 55th meeting of the ninth board of directors of the company deliberated and adopted 15 proposals, including the proposal on the company’s 2020 annual report and its summary, the proposal on the work report of the company’s 2020 annual board of directors, and the proposal on the company’s 2020 annual financial statement report. 2. On May 21, 2021, the 56th meeting of the ninth board of directors of the company considered and passed a proposal on signing the supplementary agreement (IV) to the agreement on issuing shares and paying cash to purchase assets.
3. On June 7, 2021, the 57th meeting of the ninth board of directors of the company deliberated and adopted two proposals: the notice on convening the 2020 annual general meeting of shareholders and the proposal on Amending the measures for the administration of seals.
4. On July 22, 2021, the 58th meeting of the ninth board of directors of the company considered and adopted a proposal on selling 100% equity of its subsidiary Shanghai Gaosheng Data System Co., Ltd.
5. On August 23, 2021, the 59th meeting of the ninth board of directors of the company deliberated and adopted two proposals: the proposal on Gosun Holdings Co.Ltd(000971) 2021 semi annual report and its summary and the proposal on special report on the deposit and use of raised funds in the first half of 2021.
Gosun Holdings Co.Ltd(000971)
6. On October 26, 2021, the 60th meeting of the ninth board of directors of the company deliberated and adopted two proposals, namely, the proposal on Gosun Holdings Co.Ltd(000971) report for the third quarter of 2021, and the proposal on opening a special account for raised funds by the subsidiary innovation cloud sea.
7. On December 21, 2021, the 61st meeting of the ninth board of directors of the company deliberated and adopted a proposal on accepting the controlling shareholders and actual controllers to provide guarantee for the company’s application for bank credit line.
8. On December 28, 2021, the 62nd meeting of the ninth board of directors of the company deliberated and adopted a proposal on hiring an audit institution in 2021.
(II) implementation of resolutions of the general meeting of shareholders
In 2021, the company held a general meeting of shareholders to consider 6 proposals. The meeting adopted the voting method of combining on-site and online voting, which fully guaranteed the right to know and vote of the company’s shareholders, especially small and medium-sized shareholders, and effectively protected the rights and interests of investors. The board of directors of the company timely implemented the resolutions of the general meeting of shareholders and completed all the work authorized by the general meeting of shareholders.
(III) convening of special committees of the board of directors
In order to ensure the scientificity and professionalism of the proceedings of the board of directors, the board of directors of the company has established four special committees: Audit Committee, strategy committee, nomination committee and salary and assessment committee. The four special committees of the board of directors held six meetings in 2021. All special committees carefully study and make scientific decisions, improve the company’s strategic planning, improve the company’s core competitiveness and sustainable development ability, improve the internal control system, strengthen the standardized operation of listed companies, and further enhance the level of risk control.
(IV) performance of independent directors
The independent directors of the company fully exercise the functions and powers conferred by national laws and regulations and the articles of association, perform their duties diligently, actively participate in the board of directors and shareholders’ meeting of the company, promote the scientific decision-making and procedures of the board of directors, and promote the construction of the company’s internal control system. During the reporting period, independent directors reviewed and voted on the company’s periodic reports, profit distribution, engagement of audit institutions, provision for impairment of goodwill and other major issues in accordance with the company law, the articles of association and other relevant provisions, and issued independent opinions, and issued prior approval opinions on the engagement of audit institutions.
Gosun Holdings Co.Ltd(000971)
It has played an important role in safeguarding the interests of shareholders, especially the legitimate rights and interests of minority shareholders.
3、 Internal control and Governance
During the reporting period, the company further improved its internal control and governance. The board of directors of the company has revised and updated the internal system in accordance with the regulatory laws and rules of the China Securities Regulatory Commission and Shenzhen Stock Exchange on the standardized operation of listed companies. A total of 2 systems have been revised and 1 system has been formulated and improved. After system revision and integration, the company further improved the internal control links such as subsidiary management and seal management, strengthened the implementation, put an end to the recurrence of relevant violations, further improved the level of corporate governance, promoted the standardized operation of the company, and effectively safeguarded the interests of all shareholders, especially small and medium-sized shareholders.
4、 Information disclosure
During the reporting period, the board of directors strictly complied with the relevant provisions on information disclosure, completed the regular report disclosure on time in accordance with the guidelines on information disclosure format of China Securities Regulatory Commission and Shenzhen Stock Exchange and other relevant provisions on information disclosure, issued interim announcements truthfully, accurately, completely, timely and fairly according to the actual situation of the company, faithfully fulfilled the obligation of information disclosure, and ensured that investors knew the major matters of the company in time, Protect the interests of investors to the greatest extent. In 2021, the board of directors of the company completed all the work within the scope of authority and authorized by the general meeting of shareholders. In 2022, the board of directors of the company will revise the relevant internal control system, improve the overall quality of information disclosure and strictly comply with the requirements of relevant laws and regulations in accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other latest laws and regulations and relevant normative documents, Conscientiously and consciously perform the obligation of information disclosure to ensure that the information disclosure is timely, true, accurate and complete; Do a solid job in the daily work of the board of directors, improve the standard operation and governance level of the company, and seriously do a good job in the management of investor relations, so as to facilitate investors to quickly and comprehensively obtain the company’s information and establish a good capital market image of the company.
Gosun Holdings Co.Ltd(000971) board of directors April 26, 2002
