Shenzhen Guohua Network Security Technology Co.Ltd(000004)
Report on the performance of duties of independent directors in 2021
As an independent director of the 10th board of directors of Shenzhen Guohua Network Security Technology Co.Ltd(000004) (hereinafter referred to as “the company”), in 2021, we strictly followed the company law, the opinions of the State Council on further improving the quality of listed companies (GF [2020] No. 14), the guidelines for the governance of listed companies, the guiding opinions on the establishment of independent directors in listed companies, and several provisions on strengthening the protection of the rights and interests of public shareholders and other laws In accordance with the provisions and requirements of the laws and regulations, the articles of association and the independent director system, they independently perform their duties, carry out various work in good faith and diligence, actively attend the meetings of the company’s shareholders’ meeting, the board of directors and various professional committees, carefully consider various proposals, and give independent opinions on relevant matters, which effectively ensures the rationality and fairness of the company’s operation, It has effectively safeguarded the interests of the company and shareholders, especially public shareholders. At the same time, the company has also given great support to our work, and there is no situation that hinders the independence of independent directors. The work in 2021 is reported as follows:
1、 Attendance at meetings
Participation of the 10th independent directors
Name number of times of attending the board of directors this year (Times) attendance in person (Times) attendance by proxy (Times) absence (Times)
Xiao Yongping 7 7 0 0
Qiu Xiaping 7 7 0 0
Zhong Mingxia 4 400
Chen Xinyu 3 300
In 2021, the company held 7 meetings of the board of directors and 4 general meetings of shareholders. In accordance with the regulations and requirements, we attended the board meeting on time, carefully considered the proposals, and exercised the voting right with a rigorous attitude. We voted in favour of the relevant proposals without objection or abstention. We fully exercised the responsibilities of independent directors and safeguarded the overall interests of the company and the interests of minority shareholders.
2、 Independent opinions in 2021
During the reporting period, independent directors issued a total of 11 independent opinions in accordance with national regulations and the relevant provisions of the articles of association, and did not raise objections to the company’s proposals during the reporting period. The details are as follows:
Opinion time: issue of independent opinions at the meeting
type
1. Special statement on the occupation of funds by related parties and the company’s external guarantee
Explicit and independent opinions
2. Independent opinions on 2020 equity distribution plan
3. Independent on the remuneration of directors and senior managers of the company in 2020
The fifth session of the 10th board of directors in 2021
Agreed to the meeting on April 27
4. Independent opinions on internal control evaluation report in 2020
5. Independent opinions on changes in accounting policies
6. Achievement of performance commitment on the acquisition of Beijing Zhiyou Wangan Technology Co., Ltd
Independent opinions on the situation and performance compensation scheme
The sixth meeting of the 10th board of directors in 2021 on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external liabilities
Agree to the special explanation and independent opinions on the insurance situation of the meeting on August 25
Independent intention of the 10th board of directors in 2021 on nominating candidates for non independent directors and independent directors
Agree to see you at the first interim meeting on September 29
Independent opinions of the 10th board of directors in 2021 on using some idle self owned funds for entrusted financial management
Agree to the third interim meeting of the year on October 25
Prior approval opinions of the 10th board of directors in 2021 on changing the accounting firm in 2021
Agree to the independent opinions of the fourth interim meeting on November 8 on changing the accounting firm in 2021
Independent opinions of the 10th board of directors in 2021 on the appointment of the Secretary of the board of directors of the company
Agreed to hold the fifth interim meeting on December 21
3、 Work done in protecting the legitimate rights and interests of public shareholders
(I) daily work
All independent directors of the company actively perform their duties and carefully review relevant proposals that need to be considered by the board of directors in advance
Materials, in-depth understanding of the relevant proposals, ensure the independent, prudent and objective exercise of voting rights, and effectively safeguard the company and
The legitimate rights and interests of investors.
In daily work, be able to seriously study the regulations issued by China Securities Regulatory Commission and Shenzhen Stock Exchange
Improve their ability to perform their duties and effectively improve their ability to protect the interests of the company and investors
power. On this basis, the company continued to pay attention to the company’s information disclosure, 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, required the company to strengthen voluntary information disclosure, and effectively safeguarded the legitimate rights and interests of shareholders, especially public shareholders.
(II) investigation of the company
During the reporting period, we listened to the reports of the company’s management on the operation status, standardized operation, financial situation and risk control, paid attention to the impact of the external environment and market changes on the company at any time, inquired about the construction and implementation of the company’s internal control system, analyzed the reasons for the insufficient profitability of the company’s main business, and strengthened the internal management Put forward objective opinions on preventing business risks. The independent directors noticed that the company had certain defects in internal control, including the cut-off problem in revenue recognition, and the revenue was recognized when the company’s customers did not substantially obtain the control over relevant goods or services, resulting in the early recognition of some revenue; During the goodwill impairment test, the outstanding performance commitments of the subsidiary Beijing Zhiyou Wangan Technology Co., Ltd. in the reporting period were not fully considered, and the goodwill impairment test was not cautious, resulting in insufficient provision for goodwill impairment; There is a problem that the sales staff Commission is paid from the purchase cost, which affects the integrity and accuracy of the expenses. Independent directors will continue to pay attention to the rectification of the company, urge the company to strictly implement the relevant provisions of internal control norms, strive to improve the standard operation level and eliminate internal control defects as soon as possible.
(III) supervision of corporate governance activities
During the reporting period, by participating in the company’s board of directors and shareholders’ meetings, supervising decision-making procedures, deeply investigating and understanding the production and operation management of enterprises, actively participating in the supervision of the preparation of financial reports, and prudently expressing voting opinions and independent opinions, we ensured that the company’s shareholders’ meetings, the board of directors, the board of supervisors and the management had clear rights and responsibilities, performed their duties, coordinated operation and strong checks and balances, The “three committees and one layer” exercise their respective decision-making power, executive power and supervision power according to law. The company and the controlling shareholders are completely separated in terms of organization, personnel, assets, finance and business, operate independently and operate independently, and the corporate governance structure of the company is perfect.
(IV) implement and protect the legitimate rights and interests of public shareholders
1. Information disclosure of the company: it can supervise the truthfulness, accuracy, timeliness and completeness of the company’s information disclosure in 2021 in strict accordance with the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the relevant provisions of the company’s information disclosure management system.
2. Investment and operation management of the company: in 2021, we will carefully review the information provided by the company in advance for all major matters related to investment and operation management considered and decided by the board of directors. In case of doubt, we will actively ask relevant personnel to understand the specific situation, and use professional knowledge to Express professional opinions in the decision-making of the board of directors.
(V) self learning
We continue to strengthen the study of relevant laws and regulations, deepen our understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure and protecting the rights and interests of social public shareholders, so as to effectively enhance the ability to protect the interests of the company and investors, especially those related to standardizing the corporate governance structure and protecting the legitimate rights and interests of social public shareholders, Improve the ideological awareness of protecting the rights and interests of shareholders of the company and the public, strengthen the ability to protect the company and investors, and form the ideological awareness of consciously protecting the rights and interests of shareholders of public shares.
4、 Participation in the work of special committees of the board of directors
As a member of the special committee of the board of directors of the company, we actively participate in the daily work carried out by the audit committee, nomination committee and salary and assessment committee of the board of directors. In accordance with the provisions of the annual report working system of independent directors and the annual audit working procedures of the audit committee of the board of directors, we communicated with the financial person in charge and the accounting firm on the annual report audit work arrangement before the annual audit certified public accountant entered the audit. During the audit of the annual report, we paid attention to the continuous communication with the annual audit certified public accountants, put forward suggestions on the audit plan submitted by the annual audit certified public accountants, held an audit communication meeting with the annual audit certified public accountants, communicated the problems found in the audit process, and earnestly performed our duties in the preparation of the annual report. 5、 Other work
During the reporting period, we did not independently employ external audit institutions and consulting institutions, nor proposed to convene the board of directors and extraordinary general meeting of shareholders. The above is our report on the performance of our duties in 2021. In the spirit of honesty and diligence, we will continue to earnestly perform the obligations of independent directors, give full play to the role of independent directors and safeguard the rights and interests of the company and its shareholders, especially the shareholders of public shares, in accordance with the provisions and requirements of laws, regulations and the articles of Association. The board of directors, management team and relevant personnel of the company have given active and effective cooperation and support in the process of performing our duties. I would like to express my heartfelt thanks in particular.
Independent director: Xiao Yongping, Qiu Xiaping, Zhong Mingxia April 29, 2002
