Shenzhen Sunlord Electronics Co.Ltd(002138)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Shenzhen Sunlord Electronics Co.Ltd(002138) (hereinafter referred to as the “company”) followed the articles of association, rules of procedure of the board of supervisors and other relevant systems in accordance with the requirements of the company law, the securities law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, combined with the actual situation of the company, In line with the working attitude of scrupulously performing their duties and being diligent, they exercise their functions and powers independently according to law and spare no effort to protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. The board of supervisors supervised the company’s production and operation activities, major events, financial status and the performance of duties by the company’s directors and senior managers, which promoted the standardized operation of the company. The main work report of the board of supervisors in 2021 is as follows:
I Work of the board of supervisors during the reporting period
During the reporting period, the 6th board of supervisors held 12 meetings, as follows:
1. On February 3, 2021, the second meeting of the sixth board of supervisors was held in an on-site manner. The following proposals were considered and adopted at the meeting:
Proposal on investment and establishment of holding subsidiaries and related party transactions.
2. On February 25, 2021, the third meeting of the sixth board of supervisors was held on site. The following proposals were considered and adopted at the meeting:
The proposal on the work report of the board of supervisors in 2020, the proposal on the financial statement report in 2020, the proposal on the profit distribution plan in 2020, the proposal on the self-evaluation report of internal control in 2020 and the self-examination form for the implementation of internal control rules, the proposal on the renewal of the appointment of accounting firms The proposal on the special report on the deposit and use of raised funds in 2020, the proposal on the annual report in 2020 and the summary of the annual report in 2020, the proposal on the remuneration of the company’s supervisors, the proposal on the treatment of some fixed assets, the proposal on the statistics of daily connected transactions in 2020 and the prediction of daily connected transactions in 2021 Proposal on changing accounting policies and proposal on Amending the articles of association.
3. On March 30, 2021, the fourth meeting of the sixth board of supervisors was held on site. The following proposals were considered and adopted at the meeting:
Proposal on providing guarantee for holding company in 2021.
4. On April 15, 2021, the fifth meeting of the sixth board of supervisors was held in an on-site manner. The following proposals were considered and adopted at the meeting:
Proposal on the first quarter report of 2021.
5. On April 27, 2021, the sixth meeting of the sixth board of supervisors was held on site. The following proposals were considered and adopted at the meeting:
Proposal on investment and establishment of holding subsidiaries and related party transactions, proposal on signing letter of intent for equity transfer and related party transactions.
6. On May 31, 2021, the seventh meeting of the sixth board of supervisors was held in an on-site manner. The following proposals were considered and adopted at the meeting:
Proposal on increasing the amount of guarantee provided by the company for the holding company in 2021, proposal on increasing the capital of wholly-owned subsidiaries, proposal on phase III core employee stock ownership scheme and related party transactions of Guiyang shunluo Xunda Electronics Co., Ltd., the holding subsidiary of the company.
7. On June 8, 2021, the 8th meeting of the 6th board of supervisors was held. The meeting was held by on-site combined with communication. The following proposals were considered and adopted at the meeting:
Proposal on and summary.
8. On June 30, 2021, the 9th meeting of the 6th board of supervisors was held. The meeting was held by on-site combined with communication. The following proposals were considered and adopted at the meeting:
Proposal on the second phase of core employee stock ownership plan and related party transactions of Shenzhen shunluo Automotive Electronics Co., Ltd., the holding company of the company.
9. On July 26, 2021, the 10th meeting of the 6th board of supervisors was held on site. The following proposals were considered and adopted at the meeting:
Proposal on the company’s 2021 semi annual report and 2021 semi annual report summary, proposal on Amending the company’s management measures for employee stock holding companies, and proposal on adding the prediction of daily connected transactions in 2021.
10. On October 14, 2021, the 11th meeting of the 6th board of supervisors was held in an on-site manner. The following proposals were considered and adopted at the meeting:
Proposal on the third quarter report of 2021.
11. On November 19, 2021, the 12th meeting of the 6th board of supervisors was held in an on-site manner. The following proposals were considered and adopted at the meeting:
Proposal on >.
12. On December 15, 2021, the 13th meeting of the 6th board of supervisors was held on site. The following proposals were considered and adopted at the meeting:
Proposal on the acquisition of part of the equity and related party transactions of Shanghai deman Information Technology Co., Ltd.
The above contents have been posted on cninfo.com.cn.
2、 Review opinions of the board of supervisors
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 were well implemented The company’s internal control system is sound and perfect, forming a relatively perfect check and balance mechanism among business institutions, decision-making institutions and supervision institutions. The corporate governance structure is complete, and the company’s directors and senior managers strictly abide by relevant national laws and regulations and various rules and regulations of the company, and strive to fulfill their duties for the development of the company, without violating laws, regulations The company’s system or acts that harm 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. Related party transactions and external guarantees of the company
During the reporting period, the company did not provide external guarantees in violation of regulations, nor did it damage the interests of the company’s shareholders or cause the loss of the company’s assets. The related party transactions in 2021 followed the principles of objectivity, impartiality and fairness. The transaction price was determined according to the market price and the pricing was fair. It did not violate the principles of openness, fairness and impartiality. The related party transactions that have occurred were carried out in strict accordance with the provisions of the stock listing rules and the company law, and did not harm the interests of the company and other non related parties.
4. Acquisition and sale of major assets
(1) During the reporting period, in order to achieve a win-win situation of common development with Shanghai demen Electronic Technology Co., Ltd. (hereinafter referred to as “demen electronic technology”), the proposal on signing the letter of intent for equity transfer and related party transactions was deliberated and adopted at the sixth meeting of the sixth board of directors on April 27, 2021, On April 27, 2021, the company signed a letter of intent on equity transfer with demen electronic technology to reach a preliminary intention on this transaction. On September 29, 2021, the company signed the supplementary agreement on the letter of intent for equity transfer with demen electronic technology, extending the validity period of the letter of intent to March 31, 2022. At the 14th meeting of the 6th board of directors held on December 15, 2021, the company deliberated and approved the proposal on acquiring part of the equity and related party transactions of Shanghai deman Information Technology Co., Ltd., and agreed that the company would transfer the equity held by deman electronic technology with its own funds, accounting for 60% of the registered capital of Shanghai deman Information Technology Co., Ltd, And signed the equity transfer agreement with demen electronic technology on December 15, 2021. Based on the evaluation results and considering the actual situation of Shanghai deman Information Technology Co., Ltd., the transaction price is determined to be RMB 202 million through friendly negotiation between both parties.
(2) The company’s disposal of old fixed assets strictly followed the review procedures of relevant laws and regulations, and the contents of the procedures were legal and compliant.
5. Opinions on self-evaluation of the company’s internal control
The company has established a relatively perfect internal control system, which 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 the company’s 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 established a relatively perfect internal control system and can be effectively implemented. 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.
6. Implementation of insider information management system
The board of supervisors inspected the establishment and implementation of the company’s insider registration and filing system and believed that the company has established a relatively perfect insider registration and filing system and can be effectively implemented.
Shenzhen Sunlord Electronics Co.Ltd(002138) board of supervisors
February 24, 2002
