Shenzhen Xfh Technology Co.Ltd(300890)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shenzhen Xfh Technology Co.Ltd(300890) (hereinafter referred to as "the company") carried out various work in strict accordance with the company law, the securities law and other laws, regulations, normative documents and the articles of association, and in line with the principle of being responsible to all shareholders. The work of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors in 2021
In 2021, the company held five meetings of the board of supervisors. The convening and convening procedures, the qualifications of participants, the voting procedures, the voting results and the contents of resolutions of the meeting all comply with the provisions of laws and regulations and the articles of association. The details of each meeting of the board of supervisors and the deliberation of proposals are as follows:
Serial number time session deliberation proposal
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on the company's 2020 annual financial statement report
3. Proposal on the company's 2020 profit distribution plan
4. Proposal on the full text and summary of the company's 2020 annual report 5 Proposal on reappointment of audit institutions in 2021
The seventh session of the second board of supervisors in April 2021 6 1. About the company's application for financing credit line in 2021 and to its subsidiaries
Proposal on the guarantee provided by the company at the 19th Meeting
7. 2020 internal control evaluation report
8. Proposal on changes in accounting policies
9. Proposal on the special report on the deposit and use of the company's raised funds in 2020
10. Full report of the first quarter of 2021
1. About the company's 2021 restricted stock incentive plan (Draft)
The eighth proposal of the second session of the board of supervisors in June 2021) and its abstract
2. 2. The 4th meeting on the implementation of the company's restricted stock incentive plan in 2021
Proposal on nuclear management measures
3. Proposal on signing investment agreement and foreign investment between the company and Pengxi County Government
1. Proposal on 2021 semi annual report and summary
The ninth session of the second board of supervisors in July 2021
3. 2. The 28th meeting on the deposit and use of the company's raised funds in the half year of 2021
Special report on situation
August 2021 the 10th Session of the second board of supervisors Restricted stock incentive plan 2024
Meeting 20 August
October 2021 the 10th Session of the second board of supervisors Proposal on the report and summary of the third quarter of 2021
5. 2. The proposal on the use of idle raised funds for cash management was held on January 25
2、 Opinions of the board of supervisors on relevant matters of the company during the reporting period
During the reporting period, the board of supervisors of the company earnestly performed the functions of the board of supervisors from the perspective of safeguarding the interests of the company and the rights and interests of small and medium-sized investors in accordance with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the articles of association, Carefully supervised and inspected the company's legal operation, financial status, use and management of raised funds, internal control, related party transactions, external guarantee and other aspects, and expressed the following opinions on the relevant situation of the company:
1. Review opinions of the board of supervisors on the legal operation of the company
The company's decision-making procedures are in strict accordance with the provisions of the company law, the securities law and other relevant laws and regulations, and the operation is legal. The company has established a relatively perfect internal control system, and the directors and senior managers of the company do not violate laws, regulations, articles of association or damage the interests of the company and shareholders when performing their duties. The convening and resolutions of the board of directors and the general meeting of shareholders of the company comply with the provisions of relevant laws and regulations. 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 the board of supervisors had no objection to the contents of various reports and proposals submitted by the board of directors to the general meeting of shareholders for deliberation. The board of supervisors of the company has supervised the implementation of the resolutions of the general meeting of shareholders and believes that the board of directors can earnestly implement the resolutions of the general meeting of shareholders without any damage to the interests of the company and shareholders.
2. Audit opinions of the board of supervisors on the inspection of the company's financial situation
This year, the board of supervisors earnestly performed the function of financial inspection, and inspected and supervised the implementation of the company's financial system and business activities.
The board of supervisors believes that the company has sound financial system, standardized financial management, good financial condition and no violation of relevant laws and regulations; The audit opinion issued by Zhonghua Certified Public Accountants (special general partnership) on the company's 2020 financial report is objective and fair, and the financial report truly reflects the company's financial status and operating results.
3. Review opinions of the board of supervisors on the deposit, use and management of the company's raised funds
The board of supervisors held that the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the raised funds management system, and there was no illegal use of the raised funds. During the reporting period, the board of supervisors deliberated and adopted the proposal on using part of the raised funds to increase capital or borrow from subsidiaries to implement fund-raising investment projects, the proposal on increasing the company's special account for raised funds, and the proposal on using idle raised funds for cash management According to the proposal on using bank bills to pay the funds required for the raised investment projects and replacing them with the raised funds in the same amount, after verification, the board of supervisors believes that the above matters related to the raised funds meet the actual development needs of the company, comprehensively consider the overall management of the raised funds, meet the actual operation conditions of the company and the interests of all shareholders, and will not change the purpose of the raised funds, The investment plan will not be affected. The board of supervisors agreed to the above matters related to the raised funds.
4. Review opinions of the board of supervisors on the company's connected transactions
The board of supervisors checked the related party transactions of the company during the reporting period and held that there was no major related party transactions in 2021, no occupation of non operating funds with controlling shareholders and related parties, no manipulation of the company's profits through related party transactions, and no damage to the interests of the company and other shareholders.
5. Review opinions of the board of supervisors on the company's external guarantee
During the reporting period, the company and its subsidiaries had no external guarantee.
6. Audit opinions of the board of supervisors on the self-evaluation of the company's internal control
The company has established a relatively perfect internal control system, which meets the requirements of relevant laws and regulations and the actual needs of the company's production and operation management, and can be effectively implemented. The establishment of the internal control system plays a good role in risk prevention and control of all links of the company's production and operation management, and ensures the orderly and effective development of all business activities of the company, It protects the safety and integrity of the company's assets and protects the interests of the company and its shareholders. The self-evaluation report on internal control in 2021 issued by the board of directors of the company meets the requirements of relevant documents, and the self-evaluation truly and completely reflects the actual situation of the company. In corporate governance, we should further strengthen the role of the special committees of the board of directors, strengthen communication, continuously promote the work of internal control, establish and improve the internal control system, and strengthen the implementation of the internal control system.
7. Review opinions of the board of supervisors on the establishment and implementation of the insider information management system
The board of supervisors checked the establishment and implementation of the insider management system of the company during the reporting period and held that the company has formulated the insider management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system, strictly standardized the information transmission process, and the directors Supervisors, senior managers and other relevant insiders strictly abide by the insider management system and have not found any insider trading shares of the company by using insider information.
8. Review opinions of the board of supervisors on the company's 2021 Annual Report
The board of supervisors carefully reviewed the 2021 annual report of the company and put forward the following written review opinions: the board of supervisors believes that the company can operate in strict accordance with the financial system of the joint stock company, and the 2021 annual report of the company fairly, comprehensively and truly reflects the financial status and operating results of the company this year. The members of the board of supervisors of the company guarantee that the information contained in this report does not contain any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors will continue to faithfully and diligently perform its duties, fulfill its duties, strengthen supervision, further urge the company to standardize its operation, earnestly safeguard the interests of the company and the majority of investors, and promote the healthy and sustainable development of the company. The work plan of the board of supervisors in 2021 mainly includes the following aspects:
1. Hold regular meetings to further standardize and improve the daily work of the board of supervisors. Focus on supervising the operation of the company according to law, and urge the company to further improve the corporate governance structure and improve the governance level. Continue to strengthen the implementation of the supervision function, and improve the effectiveness of the board of supervisors' supervision on the standardized operation of the company by means of prior review, in-process review and post supervision on major matters, so as to maximize the interests of shareholders.
2. Strengthen the inspection of the company's financial situation. Adhere to financial supervision as the core, supervise the company's financial operation through regular understanding and review of financial reports, strengthen the control and supervision of funds, and focus on the company's high-risk areas.
3. By attending the meetings of the board of directors and the general meeting of shareholders in accordance with the law, we can timely grasp the major decision-making matters and various decision-making procedures of the company, supervise the diligence of the directors and senior managers of the company, and prevent acts damaging the interests and image of the company.
4. Strengthen the study of relevant laws and regulations, and better safeguard the rights and interests of all shareholders by continuously improving the corporate governance structure and establishing a long-term mechanism for standardized corporate governance.
Shenzhen Xfh Technology Co.Ltd(300890) board of supervisors March 1, 2022
