Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Shenzhen Senior Technology Material Co.Ltd(300568) (hereinafter referred to as “the company”) exercised their functions and powers independently, actively and effectively, and safeguarded the legitimate rights and interests of the company and its shareholders in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant requirements. The board of supervisors supervised the company’s legal operation, financial status, related party transactions and the performance of duties by the company’s directors and senior managers, which further promoted the standardized operation of the company. The main work of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors in 2021
In 2021, the board of supervisors of the company held 13 working meetings. The organization, convening and voting of the meetings were legal, independent and transparent. The meeting was held as follows:
1. On January 18, 2021, the company held the second meeting of the Fifth Board of supervisors, which deliberated and adopted the proposal on further clarifying the specific plan for the company to issue convertible corporate bonds to unspecified objects, the proposal on issuing convertible corporate bonds to unspecified objects for listing Proposal on issuing convertible corporate bonds to unspecified objects, opening a special account for raised funds and signing a supervision agreement for raised funds.
2. On March 18, 2021, the company held the third meeting of the Fifth Board of supervisors, which deliberated and approved the proposal on adjusting the number of restricted shares reserved in the company’s 2020 restricted stock incentive plan and the proposal on granting restricted shares reserved in the 2020 restricted stock incentive plan to incentive objects. 3. On March 26, 2021, the company held the fourth meeting of the Fifth Board of supervisors, which deliberated and approved the proposal on using some temporarily idle raised funds for cash management and the proposal on repurchase and cancellation of some granted but not yet lifted restricted shares.
4. On April 1, 2021, the company held the fifth meeting of the Fifth Board of supervisors, which deliberated and adopted the proposal on the company providing guarantee for the leased houses of wholly-owned subsidiaries.
5. On April 28, 2021, the company held the sixth meeting of the Fifth Board of supervisors, which deliberated and approved the work report of the board of supervisors in 2020, the annual report and its summary in 2020, the final financial statement report in 2020, the financial budget report in 2021, and the proposal on the company’s profit distribution and capital reserve conversion plan in 2020 Internal control evaluation report in 2020, proposal on determining the audit fees of audit institutions in 2020, proposal on carrying out foreign exchange hedging business, proposal on using some temporarily idle self owned funds for cash management, special report on the storage and use of raised funds in 2020 Proposal on the company providing guarantee for the bank financing of subsidiaries, report of the first quarter of 2021, proposal on providing guarantee for the agency procurement business between the holding subsidiary and Sumec Corporation Limited(600710) International Technology Trade Co., Ltd., proposal on the change of accounting policies, proposal on Amending the rules of procedure of the board of supervisors.
6. On May 28, 2021, the company held the 7th Meeting of the 5th board of supervisors, which deliberated and adopted the proposal on proposed foreign investment.
7. On June 3, 2021, the company held the 8th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on the achievement of lifting the restrictions during the first lifting period of the restricted stock incentive plan in 2020.
8. On June 17, 2021, the company held the 9th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
9. On August 16, 2021, the company held the 10th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on early redemption of “Xingyuan to 2”.
10. On August 20, 2021, the company held the 11th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on reviewing the full text and summary of the semi annual report of 2021 and the special report on the deposit and use of the raised funds in the semi annual report of 2021.
11. On September 27, 2021, the company held the 12th meeting of the 5th board of supervisors, which deliberated and passed the proposal on the company’s meeting the conditions for issuing A-Shares to specific objects, the proposal on the company’s plan for issuing A-Shares to specific objects in 2021, and the proposal on the company’s plan for issuing A-Shares to specific objects in 2021 Proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects in 2021, proposal on the feasibility analysis report of the company’s use of funds raised by issuing A-Shares to specific objects in 2021, proposal on the report on the use of funds raised by the company in the previous time The proposal on the risk warning, filling measures and commitments of relevant subjects of the company’s issuance of A-share shares to specific objects in 2021, the proposal on the return plan for shareholders in the next three years (20212023), the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this issuance of shares to specific objects Proposal on establishing a special account for raising funds by issuing A-Shares to specific objects in 2021, proposal on temporarily replenishing working capital with some idle raised funds, and proposal on renewing the employment of the company’s audit institution in 2021.
12. On October 20, 2021, the company held the 13th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on reviewing the report of the third quarter of 2021 and the proposal on changing the raised investment projects and the use of some raised funds.
13. On November 4, 2021, the company held the 14th meeting of the 5th board of supervisors. The meeting deliberated and adopted the proposal on purchasing directors’ and supervisors’ high liability insurance and the proposal on changing the subject of the company’s equipment purchase contract and providing guarantee for subsidiaries Proposal on the application for comprehensive credit line by Nantong Xingyuan, a wholly-owned subsidiary and the company’s guarantee for Nantong Xingyuan.
2、 Changes in supervisors of the company
There was no change in the supervisors of the company in 2021.
3、 Supervision of the board of supervisors in 2021
(I) legal operation of the company
In 2021, the board of supervisors attended the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates and supervised the corporate governance according to law. The board of supervisors believes that the operation of the board of directors of the company is standardized, the decision-making procedures are legal, the resolutions of the general meeting of shareholders are carefully implemented, the obligation of good faith is faithfully fulfilled, a relatively perfect internal control system is established, and there are no acts in violation of national laws, regulations, the articles of association or damaging the interests of the company and shareholders.
(II) check the company’s financial situation
The board of supervisors carefully and carefully supervised and inspected the financial situation and financial management in 2021, and considered that the company’s financial system was sound, the operation was standardized, and the implementation of accounting law, accounting standards for business enterprises and other laws and regulations was good.
At the same time, after reviewing the full text and abstract of the company’s 2021 annual report, the board of supervisors believes that the procedures for the preparation and deliberation of the company’s 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
(III) major related party transactions
The company has no significant related party transactions during the reporting period.
(IV) use of raised funds
After carefully checking the use of the company’s raised funds, the board of supervisors believes that the company uses the raised funds in strict accordance with laws and regulations, normative documents such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, as well as the provisions of the company’s raised funds management system, and uses the raised funds in a timely, true, accurate and reliable manner The relevant information disclosure work has been fully performed, and there is no illegal use of the raised funds.
(V) opinions on the self-evaluation report of the company’s internal control in 2021
The board of supervisors reviewed the self-evaluation report of the board of directors on the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and believed that the company had established an internal control system in accordance with the relevant provisions of the China Securities Regulatory Commission and Shenzhen Stock Exchange and in combination with the characteristics of the industry, the company’s operation mode and asset structure, In line with the relevant requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, the implementation and supervision of the company’s key internal control activities are fully and effectively, which can ensure the normal development of the company’s business activities and effectively prevent risks.
(VI) profit distribution of the company in 2021
After verification, the board of supervisors believes that the proposal and review procedures of the company’s profit distribution plan for 2021 comply with the provisions of relevant laws, regulations and the articles of association, fully consider the comprehensive factors such as the company’s operation in 2021, daily production and operation needs and future development capital needs, match the actual operating performance of the company and the development plan of the company, It is conducive to the normal operation and healthy development of the company, legal, compliant and reasonable, and in line with the interests of the company and all shareholders.
(VII) information disclosure
In 2021, after carefully reviewing the company’s implementation of the information disclosure management system and the insider registration management system, the board of supervisors believed that the company had disclosed the company’s information truthfully, accurately, completely, timely and fairly in accordance with the relevant provisions of information disclosure. In strict accordance with the provisions of the registration and management system for insiders of insider information, the scope of insiders of insider information is controlled, the list of persons who know the company’s insider information and their relevant information are registered in time, and there is no insider trading, which maintains the principles of openness, fairness and impartiality of the company’s information disclosure and protects the legitimate rights and interests of the majority of investors.
4、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to comply with the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, continue to strengthen the implementation of supervision functions, earnestly perform their duties, further urge the standardized operation of the company, improve the corporate governance structure of the company, and promote the standardized operation of the company’s operation and management and the effective operation of the internal control system, Earnestly safeguard the legitimate rights and interests of the company and its shareholders, especially the legitimate rights and interests of minority shareholders, and promote the steady development of the company. The board of supervisors will do the following work in 2022:
(I) supervise the company’s operation, foreign investment and other activities, and promote the continuous improvement and implementation of the company’s internal control system. The board of supervisors takes safeguarding the overall interests of the company as the starting point to strengthen the supervision of major business activities and major decisions of the enterprise. Earnestly perform the supervision responsibilities entrusted by the company law and the articles of association to ensure the effective implementation of the company’s systems.
(II) improve the supervision function according to law, enhance the effectiveness of supervision, and further strengthen the supervision and diligence consciousness of the board of supervisors.
(III) the board of supervisors shall organize supervisors to seriously study relevant national regulations and policies and be familiar with professional knowledge such as finance, audit and internal control. At the same time, supervise and inspect the performance of the board of directors and senior managers according to law, so as to further promote the standardized operation of the company.
Shenzhen Senior Technology Material Co.Ltd(300568) board of supervisors February 28, 2022
