Bright Oceans Inter-Telecom Corporation(600289)
Report on the work of independent directors in 2021
As an independent director of Bright Oceans Inter-Telecom Corporation(600289) (hereinafter referred to as “the company”), in our work in 2021, we faithfully performed our duties in accordance with the provisions of the company law, the securities law, the governance standards of listed companies, the guiding opinions on the establishment of independent director system in listed companies and other relevant laws and regulations of the CSRC, as well as the articles of association and detailed rules for the work of independent directors, Conscientiously exercised the rights granted by the company to independent directors, actively attended the relevant meetings of the company in 2021, carefully considered various proposals of the board of directors, put forward reasonable suggestions on the company’s business development and operation management in combination with their respective expertise, gave full play to the role of independent directors, and better safeguarded the interests of the company and the legitimate rights and interests of all shareholders. The performance of duties of independent directors in 2021 is reported as follows:
1、 Basic information of independent directors
During the reporting period, the serving independent directors of the eighth board of directors of the company were Mr. Yang Fangchun, Ms. Chen Jinrong, Mr. Zhu lifeI and Mr. Guo Jiesheng.
As an independent director of the company, we have not held any position other than an independent director in the company, and we have not held more than 5 concurrent independent directors in other listed companies. We can maintain objective and independent professional judgment, and there is no situation affecting our independence. In the daily work of the board of directors, we have always adhered to the principles of independence, objectivity and impartiality, performed our duties diligently and prudently, and performed the relevant duties of independent directors.
The personal work experience, professional background and part-time work of each independent director are as follows:
Mr. Yang Fangchun, born in March 1957, is a member of the Communist Party of China and a doctor of engineering. He has won the title of national middle-aged and young experts with outstanding contributions, and as the first adult, he has won the second prize of the national scientific and technological progress award. He once served as the deputy director of the State Key Laboratory of network and switching technology of Beijing University of Posts and telecommunications, the executive vice president, President and vice president of the school of computer science, and the executive vice president of the sixth and Seventh Council of China Association of artificial intelligence. He is currently a professor of Beijing University of Posts and telecommunications, chairman of Beijing Communication and Information Association, independent director of the company and independent director of Datang Telecom Technology Co., Ltd.
Ms. Chen Jinrong, born in 1959, is a master of business administration, Chinese accountant and associate professor (Finance and Economics). He used to be the deputy director of the Finance Department of China Electronic Information Industry Research Institute of the Ministry of information industry and the teaching director of the senior management training center of the school of economics and management of Tsinghua University. He is currently an associate professor of the school of economics and management of Tsinghua University, an independent director of the company, Beijing Sifang Automation Co.Ltd(601126) independent director and Geovis Technology Co.Ltd(688568) independent director. Mr. Zhu lifeI: born in 1954, bachelor degree, senior economist. He once served as president of China Industrial And Commercial Bank Of China Limited(601398) Anhui Branch, President of China Industrial And Commercial Bank Of China Limited(601398) Heilongjiang Branch, President of China Industrial And Commercial Bank Of China Limited(601398) Liaoning branch and executive deputy director of trade union of China Industrial And Commercial Bank Of China Limited(601398) head office. Familiar with commercial banking business, with rich experience in finance and enterprise management. He is currently an independent director of Shenyang Rural Commercial Bank Co., Ltd. and the company.
Mr. Guo Jiesheng: born in 1954, bachelor degree, lawyer. He is mainly engaged in judicial practice, has rich practical experience in laws and regulations in the fields of industrial development and enterprise management, and is familiar with laws, regulations and practices in the fields of railway transportation, finance, real estate and so on. He once served as a lawyer (partner) of Liaoning Huayuan law firm, chairman and deputy general manager of Liaoning taichen Real Estate Development Co., Ltd., and deputy general manager of Dalian International Trade Center Building Co., Ltd. He is currently a lawyer (chief partner) of Liaoning Hangsheng law firm and an independent director of the company. On June 10, 2021, the company disclosed the resignation report of Mr. Zhu lifeI, an independent director. As Mr. Zhu lifeI resigned as an independent director, the number of independent directors of the company was less than one-third of the members of the board of directors, and the resignation report failed to take effect in time. On March 30, 2022, after the company held the first extraordinary general meeting of shareholders in 2022 and deliberated and approved the revised articles of association, the resignation report has come into force, and Mr. Zhu lifeI will no longer serve as an independent director of the company since March 31, 2022.
On June 11, 2021, the company disclosed the resignation report of Mr. Yang Fangchun, an independent director. The resignation of Mr. Yang can take effect after the election of independent directors is less than one-third of the number of independent directors of the company.
2、 Performance of independent directors in 2021
In 2021, we earnestly performed the duties of independent directors in accordance with the working rules for independent directors, diligently participated in relevant meetings of the company on time, and played a positive role in safeguarding the overall interests of the company and the legitimate rights and interests of minority shareholders.
（1） Attendance at board meetings
Shall participate in the voting of absentee resolution entrusted by the number of times of personal attendance
full name
Number of meetings (including communication voting) number of seats result
One abstention, the rest Yang Fangchun 12 0
favor
One abstention, the rest Chen Jinrong 12 0
favor
Zhu lifeI 12 0 0 all agree
Guo Jiesheng 12 0 0 all agree
In 2021, we actively performed the duties of independent directors through on-site visits, talks, communication and data access. The company also provided necessary working conditions for us to exercise our functions and powers and gave us strong cooperation. The company held 12 board meetings this year, and all independent directors attended the board meetings on time and earnestly performed their duties. Before each meeting, the Secretary of the board of directors and the staff of the Securities Affairs Department of the company shall carefully provide meeting materials for all matters considered by the board of directors. We carefully review the proposal, and then take the initiative to ask and obtain other required information on the basis of being familiar with the company.
During the meeting, we listened to the report of the company’s management in detail, actively participated in the discussion of various proposals, used our professional knowledge, exercised our voting rights independently, objectively and prudently on all proposals of the board of directors, and put forward reasonable opinions and suggestions.
（2） Attendance at the general meeting of shareholders
In 2021, the company held three general meetings of shareholders.
The participation of independent directors in the general meeting of shareholders is as follows:
All independent directors attended the first extraordinary general meeting of shareholders in 2021.
The 2020 annual general meeting of shareholders was attended by independent directors Yang Fangchun, Chen Jinrong and Zhu lifeI.
The second extraordinary general meeting of shareholders in 2021 was attended by independent directors Chen Jinrong, Zhu lifeI and Guo Jiesheng.
（3） Performance of independent directors in the special committees of the board of directors
The company has a sound corporate governance structure. The eighth board of directors of the company has established three special committees: strategy and Investment Committee, audit committee and nomination and Remuneration Committee. In order to give full play to the independent role of independent directors, except for the strategy and Investment Committee, all other special committees are convened by independent directors, and the proportion of independent directors is more than two-thirds. Independent directors put forward opinions and suggestions on the development of the company in each special committee in combination with their professional knowledge, strengthened the effective supervision of the board of directors on the management, and fully protected the legitimate rights and interests of the company and all shareholders, especially minority shareholders.
The position of each independent director in each special committee under the board of directors of the company:
Ms. Chen Jinrong is the convener of the audit committee and a member of the nomination and Remuneration Committee
Mr. Guo Jiesheng is the convener of the nomination and Remuneration Committee, member of the strategy and Investment Committee and member of the audit committee.
Independent directors attend the meeting and put forward relevant proposals according to relevant regulations, play a role in various special committees and provide reasonable suggestions for the standardized operation and development of the company.
(IV) participation in the preparation of 2020 Annual Report
During the reporting period, in accordance with the relevant provisions of the working rules for independent directors, the independent directors were diligent and conscientious in the preparation of the company’s 2020 annual report, earnestly fulfilled relevant responsibilities and obligations, played the supervisory role of independent directors in the annual report, and mainly carried out the following work:
1. Combined with the actual situation of the company, communicated with the annual audit accountant, determined the time arrangement of the audit of the company’s annual financial report, understood in detail the progress arrangement of the accountant for the annual audit, and understood, discussed and made decisions on the matters related to the delayed disclosure of the company’s 2020 annual report and the company’s main business performance data in 2020.
2. Communicate with the annual audit accountant, understand the key points of the audit this year, and listen to the preliminary audit opinions of the accountant;
3. Communicate with the company’s management on the annual work progress and the work plan for the new year, and have a comprehensive understanding of the progress of major events of the company.
(V) on site investigation and the company’s cooperation with independent directors
During the reporting period, we actively participated in the company’s business decision-making consultation meeting and offered suggestions for the company to get out of difficulties, adjust strategy and business policy; For the major issues discussed by the board of directors, actively communicate with the company to understand the situation, organize the communication meeting of independent directors and negotiate and communicate in advance.
In addition, we attach great importance to strengthening the close contact with the company’s directors, senior managers and relevant staff, timely obtain the progress and implementation of the company’s major issues and the resolutions of the board of directors, and the construction of internal control system, so as to provide reasonable suggestions for the standardized operation of the company and promote the scientificity and objectivity of the decision-making of the board of directors.
During the performance of independent directors’ duties, the board of directors, management and relevant functional departments of the company can actively provide various conveniences and cooperate with us in a timely and efficient manner to carry out our work smoothly.
3、 Annual performance of duties, key concerns and independent opinions of independent directors
In 2021, independent directors fulfilled their duties and duties diligently, exercised their voting rights independently, objectively and prudently on the basis of in-depth understanding and verification of various proposals considered by each board of directors, and expressed independent opinions after deliberation and verification of relative matters:
(I) related party transactions
Issued prior approval opinions and independent opinions on the proposal on requesting Yiyang Xintong to acquire the real estate of Yiyang Group Co., Ltd., and believed that the related party transaction was aimed at solving the problem of cross shareholding between the company and Yiyang group. The transaction followed the principles of voluntariness, fairness and reasonableness and consistent negotiation, and an independent third-party institution had issued an asset evaluation report with reasonable valuation, The trading procedures and payment terms protect the interests of the listed company to the greatest extent, do not damage the legitimate rights and interests of all shareholders and the listed company, and will not affect the independence of the company. It is agreed to submit the proposal to the board of directors and the general meeting of shareholders for deliberation, and the related directors and related shareholders shall withdraw from voting.
(II) external guarantee and fund occupation
In 2021, the company has no external guarantee and capital occupation.
(III) use of raised funds
According to the provisions of the company’s measures for the management of raised funds, the company has stored the raised funds in a special account. The special report on the storage and use of raised funds in 2020 prepared by the company truly reflects the use of the company’s raised funds.
(IV) nomination and remuneration of directors and senior managers
Independent directors expressed independent opinions on matters related to the addition of independent directors and the appointment of senior managers during the reporting period, and believed that the relevant nomination, deliberation and voting procedures met the requirements of the rules.
During the reporting period, the remuneration of directors and senior managers was paid in accordance with regulations.
(V) performance forecast and performance express
In accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the company does not need to issue performance forecast and performance express, and has not issued performance forecast for 2020.
(VI) appointment of accounting firms
The independent directors gave their prior approval opinions and independent opinions on the company’s appointment of the 2021 financial audit and internal control audit institution, and believed that the selection and voting procedures were legal and compliant, and there was no situation damaging the interests of the company and shareholders, especially small and medium-sized shareholders.
(VII) cash dividends and other investor returns
According to the company’s profit distribution plan for 2021, the company’s main business in 2020 is still at a loss, and its operating cash flow is negative. There is no profit distribution, capital reserve conversion to share capital or other forms of distribution, which is in line with the relevant provisions of the articles of association.
(VIII) performance of commitments of the company and shareholders
During the reporting period, all commitments of the company and shareholders were strictly observed, and there was no violation of relevant commitments by the company, actual controllers and senior managers.
(IX) implementation of information disclosure
During the reporting period, the company issued 4 regular reports and 129 temporary announcements. The company performed the obligation of information disclosure truthfully, accurately, completely and fairly in strict accordance with the Listing Rules of Shanghai Stock Exchange and the relevant provisions of the company’s information disclosure, covering all major matters of the company, enabling investors to fully understand the current development of the company and protecting shareholders Creditors and other stakeholders have the right to fair access to the company’s information.
(x) implementation of internal control
During the reporting period, the company has established a relatively sound and perfect internal control management system in accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements. All internal control systems of the company comply with the relevant laws and regulations of China and the regulatory authorities’ normative documents on the governance of listed companies, and the implementation of the internal control system is effective, Be able to meet the actual work needs of the company’s current production and operation. The company rectified the internal control defects of the previous year and revised the asset impairment provision management system
