Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-031 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Work report of the board of supervisors in 2021
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In 2021, the board of supervisors of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “the company”) conscientiously performed its duties in accordance with the requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines of regulatory authorities, the articles of association and the rules of procedure of the board of supervisors, focusing on the company’s future development strategy and work plan for 2021, Actively and effectively carry out the work of the board of supervisors. In 2021, the board of supervisors scrupulously performed its duties and duties, gave full play to its functions, and effectively supervised the standardization and effectiveness of corporate governance, the company’s financial situation, important business activities, the deliberation and implementation of major decisions, and the diligent performance of the company’s directors and senior managers, so as to safeguard the legitimate rights and interests of all shareholders.
The work of the board of supervisors in 2021 is reported as follows.
1、 Meeting of the board of supervisors in 2021
In 2021, the company held a total of 8 meetings of the board of supervisors. The members of the board of supervisors attended the general meeting of shareholders for 5 times, 10 meetings of the board of directors and 11 meetings of special committees of the board of directors.
(I) on January 22, 2021, the ninth meeting of the second session of the board of supervisors was held. After careful deliberation, the meeting passed the proposal on using idle raised funds for cash management and the proposal on using part of its own funds for cash management.
(II) on March 30, 2021, the 10th meeting of the second board of supervisors was held. After careful deliberation, the meeting adopted the full text and summary of the 2020 annual report, the 2020 work report of the board of supervisors, the 2020 financial final accounts report, the 2020 self-evaluation report on internal control, and the 2020 self-examination form for the implementation of internal control rules, Special report on the deposit and actual use of raised funds in 2020, proposal on confirming daily connected transactions in 2020 and expected daily connected transactions in 2021, plan on profit distribution and conversion of capital reserve into share capital in 2020, proposal on Amending the articles of association, There are 10 proposals in the proposal on renewing the appointment of the audit institution in 2021.
(III) on April 28, 2021, the 11th meeting of the second board of supervisors was held. After careful deliberation, the meeting adopted a proposal on the full text and main body of the first quarter report of 2021.
(IV) on July 8, 2021, the 12th meeting of the second board of supervisors was held. After careful deliberation, the meeting adopted a proposal on extending the validity period of the resolutions of the shareholders’ meeting of non-public development of shares of the company.
(V) on August 25, 2021, the 13th meeting of the second board of supervisors was held. After careful deliberation, the meeting adopted three proposals, including the full text and summary of the 2021 semi annual report, the special report on the deposit and actual use of the 2021 semi annual raised funds, and the proposal on the use of idle raised funds for cash management.
(VI) on August 31, 2021, the 14th meeting of the second board of supervisors was held. After careful deliberation, the meeting adopted the proposal on adjusting the number and exercise price of stock options granted for the first time and the number and repurchase price of restricted shares granted for the first time in 2020 equity incentive plan, The proposal on the achievement of the exercise conditions in the first exercise period of stock options first granted under the equity incentive plan in 2020, and the proposal on the achievement of the lifting of the restrictions on the sale of restricted shares first granted under the equity incentive plan in 2020, The proposal on the cancellation of some stock options, the repurchase and cancellation of some restricted shares and the termination of this incentive plan in 2020 has four proposals.
(VII) on October 22, 2021, the 15th meeting of the second board of supervisors was held. After careful deliberation, a proposal on the third quarter report of 2021 was adopted at the meeting.
(VIII) on October 28, 2021, the 16th meeting of the second board of supervisors was held. After careful deliberation, a proposal on changing the business scope and amending the articles of association was adopted.
2、 Work of the board of supervisors in 2021
（1） Supervise the operation of the company according to law
In 2021, the board of supervisors attended all the board of directors and shareholders’ meetings of the company as nonvoting delegates in accordance with the law, carried out necessary strict supervision on the decision-making procedures of the company and the performance of duties by the directors and senior managers of the company, and supervised the whole process of important matters. The board of supervisors believes that the company’s decision-making procedures have strictly followed the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, as well as the provisions made by the CSRC, Shenzhen Stock Exchange and the articles of association, and have established a relatively perfect internal control system, standardized operation, reasonable decision-making and responsible work, Earnestly implement the resolutions of the general meeting of shareholders and complete the work decided by the general meeting of shareholders in time; The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company when performing their duties.
（2） Check the company’s financial situation
During the reporting period, the board of supervisors of the company carefully reviewed the periodic reports prepared by the board of directors of the company and effectively supervised and inspected the financial status and financial results of the company in 2021. The board of supervisors believes that the financial report of 2021 truly reflects the financial situation and operating results of the company, and the standard unqualified audit report issued by Tianjian Certified Public Accountants (special general partnership) is objective and fair.
（3） Supervise the use of raised funds
The board of supervisors checked the deposit, use and management of the company’s raised funds in 2021. The board of supervisors believed that as of the end of the reporting period, the company’s raised funds had no major risks and the use of the raised funds was good. The company does not use the raised funds beyond its authority, and the use of the raised funds is legal and compliant.
（4） Opinions on self-evaluation of the company’s internal control
The board of supervisors of the company has conducted a comprehensive inspection on the construction and operation of the company’s internal control. The board of supervisors believes that the company has established a relatively perfect internal control system, various internal control systems meet the requirements of relevant laws and regulations and regulatory authorities, and relevant systems and systems have been effectively implemented, which is helpful to escort the operation and development of the company; The company’s internal control evaluation report comprehensively, truly, accurately and objectively reflects the actual situation of the company’s internal control system construction, operation, system implementation and supervision.
（5） Supervise related party transactions
During the reporting period, the related party transactions of the company were carried out in accordance with the relevant provisions of the company’s related party transaction decision-making system, and the amount of related party transactions was within the limit approved by the company’s authority.
During the reporting period, the company’s related party transactions were conducted in accordance with the market principles, and the transactions were objective, fair and fair. There was no insider trading and did not harm the interests of the company and shareholders.
（6） External guarantee
After verification, during the reporting period, except for the guarantees provided for wholly-owned subsidiaries, the listed companies and holding subsidiaries had no external guarantees, there were no external guarantees occurred in previous years and accumulated to the end of the current year, there were no illegal external guarantees and overdue unsecured debts.
（7） Profit distribution
In accordance with the provisions of the articles of association on profit distribution and in combination with the annual operation of the company, the board of supervisors shall supervise the rationality of the profit distribution plan of the company’s management and the board of directors, and protect the legitimate rights and interests of all shareholders, especially small and medium-sized investors.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will resolutely implement the business policy determined by the company, continue to strictly implement the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association and other relevant provisions, faithfully and diligently perform the duties of the board of supervisors, supervise the standard operation of the company, continue to strengthen self-learning and further enhance the awareness of risk prevention, In accordance with the requirements of China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities, continuously improve the corporate governance structure, improve the management level, and earnestly safeguard the rights and interests of the company and all shareholders.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) board of supervisors
February 21, 2022
