DIGIWIN(SZ:300378)2023-04-26 16:00Corporate Governance Structure - The company's board of directors consists of 9 members, including 3 independent directors, one of whom is an accounting professional, in compliance with regulatory requirements[140] - The company has established a comprehensive corporate governance structure, including independent boards and committees, to ensure effective decision-making and oversight[140][147] - The company's board of directors operates under a collective decision-making mechanism, ensuring proper execution of resolutions and effective governance[143] - The company's supervisory board, consisting of 3 members, actively monitors the company's operations and financial status to protect shareholder interests[142] - The company's governance practices are in full compliance with relevant laws, regulations, and guidelines issued by the China Securities Regulatory Commission[144] - The current board of directors consists of 9 members, including 3 independent directors, with terms from May 7, 2020, to May 7, 2023[156] - The company's board of supervisors is composed of 3 members, with their terms running from May 7, 2020, to May 7, 2023[163] Shareholder Structure and Independence - The company's largest shareholder, Industrial Fulian, and its affiliates hold a total of 22.60% of the company's shares[146] - The company maintains independence in business, assets, personnel, organization, and finance, with no improper influence from major shareholders[146][147] - The company's financial system is independent, with a dedicated finance department and separate bank accounts, ensuring autonomous financial decision-making[147] - The company's management team is independent, with no overlapping roles or compensation arrangements with major shareholders or their affiliates[147] Board and Management Composition - Ye Zizhen, the chairman of the board, has extensive experience in the software industry and enterprise informatization[156] - Sun Aibin, a founder of the company, has over 40 years of experience in management software and IT services[157] - The company's board of directors consists of 9 members, including 3 independent directors, with detailed backgrounds and qualifications provided[162] - The company has 5 senior management personnel, all of whom do not hold permanent residency outside of China (including Hong Kong, Macau, and Taiwan)[164] - The company's senior management includes the Chairman and CEO, CFO and Vice President, Vice President, COO, and Board Secretary, each with extensive industry experience[165] - Some directors and supervisors hold positions in shareholder units, such as Foxconn Industrial Internet Co., Ltd., but do not receive remuneration from these units[166] - Certain directors and supervisors also hold positions in other academic institutions, such as Shanghai University of Finance and Economics and Shenzhen University, while maintaining their responsibilities within the company[167] Shareholder Meetings and Participation - The participation rate of investors in the 2022 First Extraordinary General Meeting was 29.90%[149] - The participation rate of investors in the 2021 Annual General Meeting was 30.03%[149] - The participation rate of investors in the 2022 Second Extraordinary General Meeting was 15.82%[149] Shareholding and Equity Changes - Ye Zizhen, Chairman and CEO, increased his shareholding by 160,000 shares, totaling 1,254,000 shares by the end of the period[151] - Sun Aibin, Director, held 21,000 shares with no changes during the period[151] - Zhang Yuanyi, Director and CFO, held 248,000 shares by the end of the period[151] - Liu Bo, Director and Vice President, held 248,000 shares by the end of the period[152] - Pan Taixian, Vice President, increased his shareholding by 80,000 shares, totaling 100,000 shares by the end of the period[152] - Lin Jianwei, Board Secretary, held 12,000 shares with no changes during the period[152] - Total shares held by directors, supervisors, and senior management increased by 800,000 shares, totaling 1,883,000 shares by the end of the period[153] Board and Management Changes - Liu Zongchang was elected as a non-independent director of the company's fourth board of directors on January 13, 2022[154] - Zhang Yuanyi resigned as the board secretary on January 13, 2022, but continues to serve as a director, CFO, and vice president[154] - Lin Jianwei was appointed as the new board secretary on January 13, 2022[154] - Liu Bo was appointed as vice president on March 29, 2022[154] - Pan Taihe was appointed as vice president on March 29, 2022[154] - Wu Zhaoming resigned as a supervisor on March 9, 2023 due to personal reasons[154] - Huang Jun was elected as a supervisor on March 9, 2023[154] Remuneration and Compensation - The total pre-tax remuneration for directors, supervisors, and senior management in 2022 amounted to 14.36 million yuan, with the Chairman and CEO receiving 3.507 million yuan[168][169] - The company's remuneration decision-making process involves the Board of Directors, Supervisory Board, and Remuneration and Appraisal Committee, with compensation based on company profitability and individual performance[168] - The company appointed a new Board Secretary in January 2022 and a new Vice President in March 2022, both of whom had previously worked at the company and received full-year compensation[170] Board Meetings and Resolutions - The company held a total of 10 board meetings during the reporting period, with detailed resolutions disclosed on the Cninfo website[171] - All directors attended the required number of board meetings, with no instances of consecutive absences[172] - No directors raised objections to company matters during the reporting period[173] - Independent directors' recommendations were all adopted by the company[174] - The Audit Committee held 5 meetings, reviewing annual reports, internal control evaluations, and financial information disclosures[175] Employee Structure and Compensation - Total number of employees at the end of the reporting period is 4,746, with 1,762 from the parent company and 2,984 from major subsidiaries[179] - Technical personnel account for 3,490 employees, representing the largest professional group[179] - Employee compensation totaled 1.204 billion yuan, accounting for 65.96% of the company's total operating costs[181] - Core technical personnel make up approximately 9.96% of the workforce, with their compensation accounting for 16.40% of total employee compensation[181] - Core technical personnel turnover rate is 6.05%[181] - The company has 543 employees with postgraduate degrees or higher, and 3,442 with bachelor's degrees[179] - Sales personnel account for 876 employees, while financial personnel account for 66[179] - The company has no production personnel and 314 administrative personnel[179] - The company has no retired employees requiring financial support from the parent company or major subsidiaries[179] - The company's compensation policy emphasizes fairness, competition, incentive, economic principles, and position-salary matching[181] Training and Development - The company implemented a "721" employee training model and collaborated with top leadership training firms to enhance management capabilities[182] - Training investment increased to build a more systematic training mechanism and improve talent development efficiency[182] Dividends and Profit Distribution - The company distributed a cash dividend of RMB 26,703,423.00, with RMB 1 per 10 shares, totaling RMB 96,645,711.00 including other methods[185] - Cash dividends accounted for 100% of the total profit distribution[185] Equity Incentive Plans - The company completed the registration of 510,000 stock options and 700,000 restricted shares under the 2021 equity incentive plan[187] - The exercise price of stock options was adjusted from RMB 24.12 to RMB 24.02 per share, and the grant price of restricted shares was adjusted from RMB 12.01 to RMB 11.91 per share[188] - 732,000 stock options were exercised, representing 0.27% of the company's total shares, with an exercise price of RMB 24.02 per share[188] - The first vesting period of the 2021 equity incentive plan was completed, with conditions met for the initial grant[189] - 28.24万股第二类限制性股票因激励对象离职或绩效考核不合格被作废[190] - 206名激励对象完成260.56万股限制性股票的归属，归属价格为11.91元/股[191] - 8名激励对象行权20.4万份股票期权，行权价格为22.11元/份，占公司总股本的0.08%[192] - 12名激励对象归属27.2万股第二类限制性股票，归属价格为11.01元/份，占公司总股本的0.10%[192] - 公司董事及高级管理人员持有的股票期权数量总计1,760,000股，限制性股票数量总计412,000股[194] - 2021年股票期权与限制性股票激励计划首次授予部分第一个归属期归属条件成就，归属人数为206人，归属股票数量为260.56万股[198] Employee Stock Ownership Plan - 员工持股计划涉及41名员工，持有4,200,000股，占公司总股本的1.57%[199] - 董事长兼总裁叶子祯持有800,000股员工持股计划股票，占公司总股本的0.30%[199] - 董事、财务负责人兼副总裁张苑逸持有400,000股员工持股计划股票，占公司总股本的0.15%[199] - 董事、副总裁刘波持有300,000股员工持股计划股票，占公司总股本的0.11%[199] - The company implemented an employee stock ownership plan in 2022, with the transfer price determined by the pricing rules approved by the shareholders' meeting[200] - The transfer price of the employee stock ownership plan was lower than the fair value on the grant date, resulting in share-based payment expenses[200] - The share-based payment expenses will be amortized during the lock-up period of the employee stock ownership plan, affecting the net profit of the amortization period[200] Meetings and Approvals - The company held the 24th meeting of the fourth board of directors and the 22nd meeting of the fourth board of supervisors on August 31, 2022[200] - The company held the second extraordinary general meeting of shareholders in 2022 on September 16, 2022[200] - The 2022 employee stock ownership plan and its summary, management measures, and authorization of the board of directors to handle related matters were approved at the meetings[200]