Shenzhen H&T Intelligent Control Co.Ltd(002402)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shenzhen H&T Intelligent Control Co.Ltd(002402) (hereinafter referred to as “the company”) conscientiously performed its supervisory duties in accordance with the requirements of the company law, the securities law and other laws and regulations, combined with the actual situation of the company, in accordance with the articles of association, the rules of procedure of the board of supervisors and other relevant systems, in order to safeguard the interests of the company and in the spirit of being responsible to all shareholders The directors and senior managers of the company supervised the performance of their duties and safeguarded the legitimate rights and interests of the company and shareholders. The specific work in 2021 is as follows:
1、 Work of the board of supervisors during the reporting period
1. During the reporting period, the board of supervisors of the company held 11 meetings, as follows:
(1) On January 29, 2021, the 13th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on and summary, proposal on , proposal on verifying the list of incentive objects first granted by .
(2) On February 18, 2021, the 14th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on the subscribed capital contribution share of the transferee fund and foreign investment, and proposal on the provision for asset impairment in 2020.
(3) On February 23, 2021, the 15th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
The work report of the board of supervisors in 2020, the full text and summary of the annual report in 2020, the proposal on the special report on the storage and use of raised funds in 2020, the financial final account report in 2020, the self-evaluation report on internal control in 2020, the proposal on the profit distribution plan in 2020 Shareholder return plan for the period from 2021 to 2023.
(4) On March 23, 2021, the 16th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on adjusting the list and number of incentive objects granted for the first time in 2021 stock option incentive plan, proposal on the first grant of 2021 stock option incentive plan, proposal on daily connected transactions between the company and related parties.
(5) On April 7, 2021, the 17th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
The proposal on the compliance of the company’s spin off of its subsidiary Chengchang technology to A-share listing with relevant laws and regulations, the proposal on the initial public offering of RMB common shares (A shares) by its subsidiary Chengchang technology, and the proposal on the plan for the spin off of its subsidiary Chengchang technology to A-share listing The proposal on the compliance of the listing of Chengchang technology to A-share of the company’s spin off subsidiary with several provisions on the pilot listing of domestic subsidiaries of listed companies, the proposal on the protection of the legitimate rights and interests of shareholders and creditors by spin off of Chengchang technology to A-share listing, and the proposal on the company’s ability to maintain independence and sustainable operation Proposal on Chengchang technology having corresponding standardized operation ability, proposal on the completeness and compliance of the legal procedures for the spin off and listing of the company’s subsidiaries and the effectiveness of the legal documents submitted, proposal on the shareholding and related party transactions of some directors and senior managers in the spin off subsidiaries Proposal on whether the fluctuation of the company’s stock price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties.
(6) On April 22, 2021, the 18th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Full text and text of the report for the first quarter of 2021, proposal on changes in accounting policies.
(7) On May 20, 2021, the 19th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
The proposal on the company’s spin off of its subsidiary Zhejiang Chengchang Technology Co., Ltd. to be listed on the main board of Shenzhen Stock Exchange in compliance with relevant laws and regulations, and the proposal on the initial public offering of RMB common shares (A shares) by its subsidiary Zhejiang Chengchang Technology Co., Ltd Proposal on , proposal on the listing of the spin off subsidiary Zhejiang Chengchang Technology Co., Ltd. to the main board of Shenzhen Stock Exchange in line with the provisions on the pilot domestic listing of subsidiaries of listed companies The proposal on separating Zhejiang Chengchang Technology Co., Ltd. from the main board of Shenzhen stock exchange is conducive to safeguarding the legitimate rights and interests of shareholders and creditors, the proposal on maintaining the independence and sustainable operation ability of the company, and the proposal on Zhejiang Chengchang Technology Co., Ltd. having corresponding standardized operation ability The proposal on the completeness and compliance of the legal procedures for the spin off and listing of the company’s subsidiaries and the effectiveness of the legal documents submitted, the proposal on the shareholding and related party transactions of some directors and senior managers in the spin off subsidiaries Proposal on whether the fluctuation of the company’s stock price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties.
(8) On August 16, 2021, the 20th meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Full text and summary of the semi annual report of 2021, special report on the deposit and use of raised funds in the semi annual report of 2021, and proposal on the company’s investment and construction of manufacturing base through wholly-owned subsidiaries.
(9) On October 25, 2021, the 21st Meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Third quarter report 2021.
(10) On November 29, 2021, the 22nd Meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on granting reserved parts of 2021 stock option incentive plan.
(11) On December 27, 2021, the 23rd Meeting of the 5th board of supervisors was held. The meeting was held by on-site combined with communication voting. The following proposals were considered and adopted at the meeting:
Proposal on wholly owned subsidiaries using some idle raised funds to temporarily supplement working capital
2. During the reporting period, with the strong support of all shareholders of the company and the active cooperation of the board of directors and the management, the board of supervisors attended all meetings of the board of directors and the general meeting of shareholders, participated in the discussion of major decisions of the company, and supervised the proposals and meeting procedures considered by the board of directors and the general meeting of shareholders according to law.
3. During the reporting period, the board of supervisors actively supervised the job behavior of the board of directors and the management, ensuring the legal norms of the company’s operation and management behavior.
4. During the reporting period, the board of supervisors paid close attention to the company’s operation, carefully supervised the capital operation, inspected and reviewed the company’s financial system and financial status, ensured the integrity of the company’s assets and safeguarded the legitimate rights and interests of the company and shareholders.
2、 Opinions of the board of supervisors on relevant matters in 2021
During the reporting period, in accordance with relevant laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other relevant systems, the board of supervisors earnestly performed various duties, actively carried out various work, carried out a series of supervision and verification activities on the standardized operation, financial status and related party transactions of the company, and formed the following opinions:
1. Legal operation of the company
In 2021, the members of the board of supervisors of the company attended the board of directors and the general meeting of shareholders as nonvoting delegates, and supervised and inspected the convening procedures and resolutions of the general meeting of shareholders and the board of directors, as well as the implementation of the resolutions of the general meeting of shareholders. No violations of laws and regulations were found, the decision-making procedures of the company were legal and compliant, and the resolutions of the board of directors and the general meeting of shareholders could be well implemented; The company has continuously improved and improved its internal control system, formed a relatively perfect check and balance mechanism among business institutions, decision-making institutions and supervision institutions, and the corporate governance structure is complete; The directors and senior managers of the company strictly abide by the relevant national laws, regulations and various rules and regulations of the company, and strive to fulfill their duties for the development of the company. There are no acts in violation of laws, regulations, company systems or damaging the interests of the company. 2. Check the company’s financial situation
The board of supervisors inspected and reviewed the company’s financial system and financial situation, and believed that the company’s financial system was perfect, the system was sound, the financial situation was good, the financial operation was stable, the asset quality was excellent, and the recognition and measurement of income, expenses and profits were true and accurate. The company’s regular financial reports truthfully, accurately and completely reflect the company’s financial status, operating results and cash flow, and there are no false records, misleading statements or major omissions.
3. Use of funds raised by the company
The board of supervisors believes that the deposit and use of the company’s raised funds are in strict accordance with the company law, the securities law, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the stock listing rules of Shenzhen Stock Exchange The situation of substantial damage to the interests of listed companies caused by the implementation of the No. 1 self regulatory guidelines on the main board of Shenzhen Stock Exchange and other changes in the self regulatory system for the raised funds of listed companies, as well as the situation of substantial damage to the operation of listed companies caused by the implementation of the No. 1 self regulatory guidelines on the main board of Shenzhen Stock Exchange. Its decision-making procedures comply with relevant regulations, and the reasons are reasonable and appropriate.
4. Related party transactions of the company
During the reporting period, the related party transactions of the company followed the principles of objectivity, impartiality and fairness, strictly implemented the provisions of the stock listing rules and the company law, performed the corresponding legal procedures, and passed the voting when the related parties avoided, so it did not harm the interests of the company and other non related parties.
5. Acquisition and sale of major assets
During the reporting period, the company did not have any major asset acquisition or sale.
6. Opinions on self-evaluation of the company’s internal control
The company has established a relatively perfect internal control system and can be effectively implemented; The internal control system meets the requirements of relevant national laws and regulations and the actual needs of the company, and plays a good role in risk prevention and control of the company’s operation and management. The self-evaluation report on internal control in 2021 issued by the board of directors truly and objectively reflects the construction and operation of the company’s internal control.
To sum up: the company has basically established an internal control system that can cover all links of management, production and operation, and can be effectively implemented. The company’s internal control self-evaluation report truly and objectively reflects the construction and implementation of the company’s internal control system.
February 18, 2002
