Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Work report of the board of directors in 2021
1、 Daily work of the board of directors
(I) convening of the board of directors
The board of directors of the company held 7 meetings in 2021, as follows:
1. The fifth meeting of the 10th board of directors of the company was held on April 27, 2021. The following proposals were considered and adopted at the meeting: (1) 2020 annual report and summary
(2) 2020 work report of the board of directors
(3) 2020 general manager’s work report
(4) Financial statement report of 2020
(5) 2020 equity distribution plan
(6) Proposal on the remuneration of directors and senior managers of the company in 2020
(7) 2020 internal control evaluation report
(8) Proposal on changes in accounting policies
(9) Proposal on the achievement of performance commitments and performance compensation scheme for the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd
(10) Proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to fully handle matters related to share repurchase and cancellation
(11) Full text and text of the first quarter report of 2021
(12) Proposal on Amending the articles of Association
(13) Proposal on Amending the rules of procedure of the general meeting of shareholders
(14) Proposal on Amending the rules of procedure of the board of directors
(15) Proposal on Amending the investor relations management system
(16) Proposal on Revising the reception and promotion system
(17) Proposal on Amending the investment management system
(18) Proposal on Amending the company’s shares held by directors, supervisors and senior managers and their change management system
(19) Proposal on Amending the related party transaction management system
(20) Proposal on Revising the information disclosure management system
(21) proposal on Amending the subsidiary management system
(22) proposal on Amending the registration and management system of insiders and abolishing the management system of users of external information
(23) proposal on Revising the internal control system
(24) self inspection report on implementing main responsibility, improving governance level and achieving high-quality development
(25) proposal on convening the 2020 annual general meeting of shareholders of the company
The resolution of the board of directors and relevant announcements were published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on April 28, 2021 Come on.
2. The sixth meeting of the 10th board of directors of the company was held on August 25, 2021. The following proposals were considered and adopted at the meeting: (1) 2021 semi annual report and summary
(2) Proposal on Amending the articles of Association
(3) Proposal on Amending the independent director system
(4) Proposal on Amending the external guarantee management system
(5) Proposal on Amending the working rules of the general manager
(6) Proposal on Revising the annual report system of independent directors
(7) Proposal on Amending the management system of raised funds
(8) Proposal on Amending the management system for preventing the occupation of funds by controlling shareholders and related parties
(9) Proposal on Amending the implementation rules of the audit committee of the board of directors
(10) Proposal on Amending the implementation rules of the nomination committee of the board of directors
(11) Proposal on Amending the implementation rules of the remuneration and assessment committee of the board of directors
(12) Proposal on Amending the implementation rules of the strategy committee of the board of directors
(13) On Revising the accountability system for major errors in annual report information disclosure
(14) On Revising the management system of relevant persons in charge of financial accounting
(15) Proposal on Amending the job authorization and agency system
(16) Proposal on convening the first extraordinary general meeting of shareholders in 2021
The resolution of the board of directors and relevant announcements were published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on August 27, 2021 Come on.
3. The first extraordinary meeting of the 10th board of directors in 2021 was held on September 29, 2021. The following proposals were considered and adopted at the meeting:
(1) Proposal on nominating Chen Jinhai as a candidate for non independent director of the 10th board of directors
(2) Proposal on nominating Zhong Mingxia as an independent director candidate of the 10th board of directors
(3) Proposal on convening the second extraordinary general meeting of shareholders in 2021
The resolution of the board of directors and relevant announcements were published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on September 30, 2021 Come on.
4. The second extraordinary meeting of the 10th board of directors in 2021 was held on October 25, 2021, and the proposal on adjusting the members of the special committee of the 10th board of directors was deliberated and adopted.
The resolution of the board of directors and relevant announcements were published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on October 27, 2021 Come on.
5. The third extraordinary meeting of the 10th board of directors in 2021 was held on October 25, 2021, and the following proposals were considered and adopted:
(1) Third quarter report of 2021
(2) Proposal on using idle self owned funds for entrusted financial management
The resolution of the board of directors and relevant announcements were published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on October 27, 2021 Come on.
6. The fourth extraordinary meeting of the 10th board of directors in 2021 was held on November 8, 2021, and the following proposals were considered and adopted:
(1) Proposal on proposed change of accounting firm
(2) Proposal on Amending the anti fraud system
(3) Proposal on Revising the risk assessment system
(4) Proposal on Amending the regulations on internal audit
(5) Proposal on convening the third extraordinary general meeting of shareholders in 2021
The resolution of the board of directors and relevant announcements were published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on November 10, 2021 Come on.
7. The fifth extraordinary meeting of the 10th board of directors of the company in 2021 was held on December 21, 2021, and the proposal on the appointment of the Secretary of the board of directors of the company was deliberated and adopted.
The resolution of the board of directors and relevant announcements were published in the securities times, China Securities News and cninfo (www.cn. Info. Com. CN.) on December 23, 2021 Come on.
(II) information disclosure
In 2021, the company disclosed 132 announcements, including regular reports and temporary announcements such as 2020 annual report, 2021 semi annual report and quarterly report. The company was true, accurate, complete and timely in strict accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of information disclosure of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the company’s information disclosure management system and so on Fair disclosure of relevant information. As of December 31, 2021, the company designated the information disclosure media as cninfo.com (www.cn. Info. Com. CN.) Securities times and China Securities News.
(III) registration and management of insider information
During the reporting period, according to the provisions on the registration and management system of insiders of listed companies and other laws, regulations and normative documents issued by the CSRC, the company revised the information registration and management system of insiders. According to the requirements of the above-mentioned relevant documents, during the period of regular report disclosure, the company strictly carries out the registration, management and submission of insider information, and truthfully and completely records the list of insiders before information disclosure, so as to ensure that the information is under control. As of the end of the reporting period, no violation of laws and regulations was found among the directors, supervisors, senior managers and other insiders of the company, and there were no regulatory measures and administrative penalties taken by the regulatory authorities on suspicion of insider trading. (IV) Investor Relations
The company appoints the Secretary of the board of directors to be responsible for investor relations, coordinate the relationship between the company and investors, receive shareholders’ visits, institutional research, answer investors’ inquiries, and provide investors with the information disclosed by the company. The company makes full use of the special telephone line of investors to strengthen communication with investors, actively interacts with investors through the “interactive easy” platform of Shenzhen Stock Exchange, and responds to investors’ inquiries in time.
(V) internal control
During the reporting period, the company had significant defects in internal control over financial reporting. There is a cut-off problem in the company’s revenue recognition. The revenue is recognized when the company’s customers do not substantially obtain the control over relevant goods or services, resulting in the early recognition of some revenue. During the goodwill impairment test, the company did not fully consider the outstanding performance commitments of the subsidiary Beijing Zhiyou Wangan Technology Co., Ltd. in the reporting period, and the goodwill impairment test was not careful, resulting in insufficient provision for goodwill impairment. The company found that the Commission of sales personnel was paid from the purchase cost, which affected the integrity and accuracy of the expenses. In the future, the company will strengthen the prudence of goodwill impairment test, strengthen the communication and control of Finance and business, and strengthen the control of cost accounting and salary management. The company will strive to continuously improve the corporate governance structure, establish and improve the company’s internal management and internal control system, continue to carry out in-depth corporate governance activities, and further improve the level of corporate governance.
2、 Implementation of resolutions of the general meeting of shareholders by the board of directors
1. According to the resolution of the 2020 annual general meeting of shareholders, the board of directors did not make profit distribution and convert the accumulation fund into share capital in 2020; Five systems, including the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors and the management system of connected transactions, have been revised; Implemented the performance compensation scheme of Beijing Zhiyou Wangan Technology Co., Ltd., repurchased 9049599 compensation shares from the performance commitment party at a total price of RMB 1, and cancelled them. 2. The board of directors revised the articles of association, independent director system and external guarantee management system according to the resolution of the first extraordinary general meeting of shareholders in 2021.
3. The board of directors elected a non independent director, an independent director and a supervisor according to the second extraordinary general meeting of shareholders in 2021.
4. According to the third extraordinary general meeting of shareholders in 2021, the board of directors changed Zhitong accounting firm (special general partnership) to be the audit institution of the company in 2021.
3、 Performance of special committees under the board of directors
(I) performance of the strategy committee
The strategy committee of the board of directors of the company is mainly responsible for studying and making suggestions on the company’s long-term development strategy and major investment decisions. In 2021, the strategy committee performed its duties in accordance with the implementation rules of the strategy committee of the board of directors, which played an important role in enhancing the company’s core competitiveness, strengthening the scientificity of decision-making, and improving the efficiency and quality of major decisions.
(II) performance of the audit committee
In 2021, the audit committee of the board of directors of the company held four meetings in accordance with the relevant provisions of the company’s detailed rules for the implementation of the audit committee of the board of directors and the annual audit procedures of the audit committee of the board of directors, and considered matters including regular financial reports, internal control self-evaluation reports, internal audit work summaries and plans, changes in accounting firms, etc. During the annual audit, the audit committee actively performed its duties, carefully reviewed the company’s financial statements, timely followed up the audit progress, and fully communicated with the annual audit accountant to ensure that the audit report was completed on time, giving full play to the supervision role of the audit committee.
(III) performance of remuneration and assessment committee
In 2021, the remuneration and assessment committee of the board of directors of the company held a meeting in accordance with the relevant provisions of the implementation rules of the remuneration and assessment committee of the board of directors of the company, reviewed the payment of remuneration (allowances) of the directors and senior managers of the company in 2020, and confirmed that the basic remuneration of the directors and senior managers of the company was in line with the remuneration management system of the company, There is no violation of the company’s salary management system.
(IV) performance of the nomination committee
In 2021, the nomination committee of the board of directors of the company conscientiously performed its duties specified in the implementation rules of the nomination committee of the board of directors, and held two meetings, namely, the company nominated one non independent director, one independent director and one secretary of the board of directors; Other daily work includes reviewing the structure, number and composition of the board of directors (including skills, knowledge and experience).
3、 Main work plan for 2022
1. The board of directors of the company will continue to conscientiously and consciously fulfill the obligation of information disclosure in strict accordance with the requirements of laws, regulations, normative documents and the articles of association, such as the company law, the securities law, the measures for the administration of information disclosure of listed companies, the stock Listing Rules of Shenzhen Stock Exchange, the self regulatory guidance No. 1 of Shenzhen Stock Exchange – standardized operation of listed companies on the main board, etc.
2. Actively play the core role of the board of directors in corporate governance, constantly improve the corporate governance structure and risk prevention mechanism, promote the establishment and improvement of the company’s internal management system, and ensure the healthy, stable and sustainable development of the company. At the same time, all members of the board of directors will strengthen learning and training, improve their performance ability, and perform their decision-making obligations more scientifically and efficiently.
3. The board of directors of the company will fully combine the market environment and the company’s development requirements, guide the management of the company to closely focus on the company’s strategic objectives, strengthen the construction of the company’s innovation capacity, firmly grasp the development opportunities of the industry, promote the sustainable and stable development of the company’s business, actively safeguard the rights and interests of shareholders, especially small and medium-sized shareholders, and jointly share the development income of the company.
Shenzhen Guohua Network Security Technology Co.Ltd(000004) board of directors
April 29, 2002
