Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390)
Work report of the board of supervisors in 2021
In 2021, in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, the board of supervisors of the company earnestly performed its supervision duties and exercised its supervision and inspection functions on the company’s legal operation, financial management and related party transactions. The board of supervisors of the company was in the maintenance of the overall interests of the company, the legitimate rights and interests of shareholders It has played its due role in establishing and improving the corporate governance structure. The board of supervisors believes that the directors, President and other senior executives of the company can fulfill their duties, earnestly implement the resolutions of the board of directors and the general meeting of shareholders, and do not violate laws and regulations, the articles of association and damage the interests of the company. The report on the work of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 6 meetings. The convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association and other laws, regulations and normative documents. All supervisors attended each meeting in person and carefully considered all the proposals submitted to the board of supervisors. The details are as follows:
No. proposal passed on the date of the session
On February 25, 2021, the 5th board of supervisors deliberated the proposal on granting restricted shares to incentive objects and reserving some restricted shares in the incentive plan of the 9th meeting of 2020.
1. Review the work report of the board of supervisors in 2020;
2. Review the 2020 audit report;
3. Review the financial statement report of 2020;
4. Review the 2020 profit distribution plan;
5. Review the 2020 annual report and its summary;
6. Review the self-evaluation report on internal control in 2020;
7. Deliberating the proposal on renewing the appointment of audit institutions in 2021; 8. Review the proposal on the provision for asset impairment and write off of assets of the Fifth Board of supervisors in 2020;
The 10th meeting on conducting foreign exchange transactions on February 20, 2029; 10. Deliberating the proposal on using raised funds to replace self raised funds and paid issuance expenses of projects invested in raised funds in advance;
11. Deliberating the proposal on cash management using idle self owned funds and temporarily idle raised funds;
12. Review the proposal on the proposed use of raised funds to provide loans to subsidiaries for the implementation of raised investment projects;
13. Review the proposal on the prediction of daily connected transactions in 2021;
14. Review the first quarter report of 2021.
1. Review the semi annual report of 2021 and its summary;
2. Review the special report on the deposit and use of raised funds in the half year of 2021;
3. On July 30, 2021, the 5th board of supervisors deliberated the proposal on using some idle raised funds to temporarily supplement the funds of the 11th meeting;
4. Deliberating the proposal on increasing the forecast of daily connected transactions in 2021;
5. Review the proposal on Amending the rules of procedure of the board of supervisors.
On August 25, 2021, the 5th board of supervisors deliberated on the proposal of the 12th meeting on increasing the forecast of daily connected transactions in 2021.
The 5th board of supervisors 1. Deliberating the proposal on the 13th (pro. September 25, 2021) deed of transfer, succession and change of off take agreement and related party transactions to be signed;
(2) the meeting considered the proposal on the proposed signing of product purchase framework agreement and related party transactions.
6. On October 13, 2021, the 5th board of supervisors reviewed the third quarter report of 2021.
14th Meeting
During the reporting period, in addition to attending the meetings of the board of supervisors, all supervisors of the board of supervisors also attended the board of directors and the general meeting of shareholders of the company as nonvoting delegates, listened to the deliberation of various proposals at the meeting, understood the formation process of various important decisions of the company, mastered the business performance of the company, and performed the functions of informed supervision and inspection of the board of supervisors, It ensures the standardization of the company’s operation and management behavior.
2、 Supervision and inspection of the board of supervisors on relevant matters of the company in 2021
1. Standardized operation of the company
During the reporting period, all the supervisors of the board of supervisors of the company attended all the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, and reviewed the convening procedures and decision-making procedures of the board of directors and the general meeting of shareholders, the implementation of the resolutions of the board of directors and the general meeting of shareholders, the directors Supervise the performance of senior managers and the implementation of the company’s management system.
The board of supervisors believes that the board of directors of the company can operate in strict accordance with the provisions of the company law, the securities law, the articles of association and other laws and regulations, strictly implement the resolutions and authorizations of the general meeting of shareholders, the decision-making procedures are legal and effective, and the management systems of the company are relatively sound and implemented. The directors and senior managers of the company have performed their duties with due diligence and loyalty. When performing their duties, they have not found any acts in violation of national laws, regulations, articles of association or damaging the interests of the company and shareholders.
2. Financial situation of the company
During the reporting period, the board of supervisors actively performed the duty of inspecting the company’s financial situation, carefully inspected the company’s financial supervision system and financial situation during the reporting period, and issued audit opinions on each periodic report. The board of supervisors believes that the company’s financial situation and operating results are good, the internal control system of Finance and accounting is sound, the accounting is free of major omissions and false records, the accounting law, accounting standards for business enterprises and other laws and regulations are strictly implemented, the operation status of the company can be truly, legally and completely reflected, and no violation of rules and disciplines is found.
Rongcheng Certified Public Accountants (special general partnership) has issued a standard unqualified audit report on the company’s financial report this year. The board of supervisors believes that the audit report fairly reflects the company’s financial situation, operating results and cash flow.
3. Related party transactions and external guarantees of the company
The board of supervisors checked the related party transactions and related matters during the reporting period and held that the decision-making procedures of the related party transactions of the company during the reporting period complied with the provisions of relevant laws, regulations and the articles of association, the transaction price was fair and reasonable, and no damage to the interests of the company was found.
The board of supervisors of the company checked the external guarantee during the reporting period and believed that the company had no external guarantee and did not damage the interests of the company and minority shareholders.
4. Use of funds raised by the company
During the reporting period, the board of supervisors supervised and inspected the deposit, management and use of the company’s raised funds in 2021, It is believed that the company manages and uses the raised funds in strict accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other laws and regulations, as well as the articles of association and the raised funds management system, and there is no illegal use of the raised funds, There is no change in the investment direction and purpose of the raised funds, nor any damage to the interests of the company and shareholders.
5. Internal control of the company
The internal control system of the company has been established by the board of supervisors, and the internal control system of the company has been reasonably and effectively in line with the relevant national regulations, Various internal controls have been continuously and strictly implemented in all links of the company’s operation, such as production and operation, which provides a reasonable guarantee for the legal compliance of the company’s operation and management, asset safety, the authenticity and integrity of financial reports and relevant information. The internal control evaluation report issued by the board of directors has no major defects and can truly, accurately and objectively reflect the actual situation of the company’s internal control.
The company has established a relatively perfect internal control system and can be effectively implemented, which has played a good role in risk prevention and control in all links of the company’s operation and management. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. The board of supervisors will continue to faithfully perform its duties in strict accordance with the company law, the articles of association and relevant national regulations and policies, and further promote the standardized operation of the company.
6. Management of insider information
During the reporting period, the board of supervisors supervised and inspected the registration and management of insiders of the company. The board of supervisors held that: the company strictly implemented the relevant provisions and requirements of the insider management system, controlled the scope of insiders in strict accordance with the system, timely registered the list of insiders and their personal information, and did not have insider trading, maintaining the principles of openness, fairness and impartiality of the company’s information disclosure, Effectively protect the interests of investors, especially small and medium-sized investors.
3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to faithfully and diligently perform its supervisory duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and relevant national laws and regulations, and further promote the standardized operation of the company. The main work plans are as follows:
1. In 2022, the board of supervisors will continue to improve the supervision and management of the company’s operation according to law, strengthen work communication with the board of directors and management, and supervise the board of directors and senior managers according to law, so as to make their decision-making and business activities more standardized and legal. According to the actual needs of the company, hold regular and temporary meetings of the board of supervisors, do a good job in the deliberation of various topics, more actively perform the supervision duties, improve the corporate governance structure and promote the standardized operation of the company.
2. Adhere to financial supervision as the core, strengthen supervision and prevent business risks of the company. The board of supervisors of the company will strengthen the supervision of the company’s business decision-making, internal control, financial status, use of raised funds, related party transactions and other major matters, maintain communication and contact with the internal audit and the accounting firm entrusted by the company, make full use of the internal and external audit information, and timely understand and master the relevant situation. Timely prompt the risks found in the supervision and report to relevant units and departments, so as to effectively safeguard the legitimate rights and interests of the company and shareholders.
3. Strengthen internal learning and pay attention to the improvement of their own professional quality. The board of supervisors of the company will strengthen the study of laws and regulations, normative documents and accounting and financial knowledge, broaden professional knowledge and improve business level, earnestly perform their duties in strict accordance with laws and regulations and the articles of association, and give better play to the supervisory function of the board of supervisors.
Suzhou Ta&A Ultra Clean Technology Co.Ltd(300390) board of supervisors February 7, 2022
