Jiangsu Yunyi Electric Co.Ltd(300304)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company, in strict accordance with the requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws, regulations, rules and regulations, and with the attitude of diligence and responsibility, independently exercised its functions and earnestly performed its functions in accordance with the law in order to safeguard the interests of the company and the legitimate rights and interests of minority shareholders, It has played a positive role in the operation, management and standardized operation of the company. The main work of the board of supervisors in 2021 is reported as follows:
1、 2021 meeting of the board of supervisors
The board of supervisors of the company has three supervisors, including one employee representative supervisor. The number and personnel composition of the board of supervisors meet the requirements of laws and regulations. During the reporting period, the board of supervisors of the company held 6 meetings of the board of supervisors. The convening and convening procedures of the meeting were in line with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. All supervisors were not absent from the meeting, and did not raise objections to the proposals submitted to the board of supervisors for deliberation. The details are as follows:
(I) on January 15, 2021, the 10th meeting of the fourth session of the board of supervisors deliberated and adopted the proposal on Jiangsu Yunyi Electric Co.Ltd(300304) phase II (20212023) restricted stock incentive plan (Draft) and its summary, and the proposal on Jiangsu Yunyi Electric Co.Ltd(300304) phase II (20212023) restricted stock incentive plan implementation assessment management measures Proposal on verifying the list of incentive objects of Jiangsu Yunyi Electric Co.Ltd(300304) phase II (20212023) restricted stock incentive plan (Draft);
(II) on February 8, 2021, the 11th meeting of the 4th board of supervisors deliberated and adopted the proposal on granting restricted shares to incentive objects for the first time;
(III) on April 1, 2021, the 12th meeting of the 4th board of supervisors deliberated and adopted 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 self-evaluation report on internal control in 2020, and the special report on the deposit and use of raised funds in 2020 Proposal on 2020 profit distribution plan, proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, proposal on the company and its subsidiaries using idle self owned funds for entrusted financial management, proposal on providing guarantee for holding subsidiaries to apply for credit line from banks Proposal on shareholder return planning of the company in the next three years (20212023); (IV) on April 27, 2021, the 13th meeting of the Fourth Board of supervisors deliberated and adopted the proposal on the company’s first quarter report in 2021 and the proposal on the change of accounting policies;
(V) on August 19, 2021, the 14th meeting of the Fourth Board of supervisors deliberated and adopted the 2021 semi annual report and its summary, the proposal on adjusting the grant price of the company’s phase II (20212023) restricted stock incentive plan, and the proposal on granting reserved restricted shares to incentive objects; (VI) on October 27, 2021, the 15th meeting of the Fourth Board of supervisors deliberated and adopted the proposal on the third quarter report of the company in 2021.
During the reporting period, the board of supervisors of the company convened and held meetings of the board of supervisors in strict accordance with the requirements of laws, regulations, normative documents and other provisions, fulfilled its supervision functions, attended the board of directors and shareholders’ meetings of the company, timely mastered and paid attention to the major decision-making matters of the company, supervised the legitimacy of various decision-making procedures, and effectively safeguarded the legitimate rights and interests of all shareholders.
2、 Review opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company carefully supervised and inspected the legal operation, internal control and financial situation of the company in strict accordance with the provisions of relevant laws, regulations and the articles of association. According to the inspection results, the following audit opinions were issued on the relevant situation of the company in 2021:
(I) legal operation of the company
During the reporting period, the board of supervisors of the company attended the board of directors and the general meeting of shareholders as nonvoting delegates, comprehensively and carefully supervised and inspected the legitimacy of the convening procedures, resolutions and implementation of the meeting, and continuously supervised the daily standardized performance of duties and full diligence of senior managers. The board of supervisors believes that the general meeting of shareholders and the board of directors of the company can exercise their powers and perform their obligations in strict accordance with relevant national laws, regulations and the articles of association. The operation and management of the board of directors of the company are standardized, the decision-making procedures are reasonable, and the resolutions of the general meeting of shareholders are carefully implemented. The directors and senior managers of the company can perform their duties conscientiously, diligently and conscientiously, and no behavior damaging the interests of the company and shareholders is found.
(II) financial situation of the company
During the reporting period, the board of supervisors carefully supervised, inspected and reviewed the company’s financial status, financial management and other contents. The board of supervisors believed that the company had sound financial system, standardized financial operation and good financial status. The preparation and review of financial reports complied with relevant laws and regulations, and truly, objectively and accurately reflected the company’s financial status and operating results, There are no circumstances that harm the interests of the company and all shareholders, and there are no false records, misleading statements or major omissions.
(III) acquisition and sale of assets by the company
During the reporting period, the company had no major asset acquisition, sale and asset reorganization, and no acquisition and sale of assets transactions submitted to the board of supervisors for review.
(IV) related party transactions
After verification, the company has no related party transactions during the reporting period.
(V) external guarantee, equity and asset replacement of the company
During the reporting period, the board of supervisors verified the external guarantee of the company. As of December 31, 2021, the total amount of guarantee provided by the company for the holding subsidiary to apply for credit from the bank was RMB 100 million, accounting for 4.21% of the company’s latest audited net assets. The amount of external guarantee actually incurred by the company is 30 million yuan, accounting for 1.26% of the company’s latest audited net assets, which are all guarantees for holding subsidiaries. The financial risk of the company providing guarantee for the holding subsidiary is within the company’s control, the guarantee matters comply with relevant regulations, the review procedure is legal and effective, and there is no situation that damages the interests of the company and shareholders. In addition to the above guarantees, the company and its subsidiaries have no other external guarantees. In 2021, the company did not have debt restructuring, non monetary transactions and asset replacement, nor did it have other circumstances that damaged the interests of the company’s shareholders or caused the loss of the company’s assets.
(VI) audit opinions on the self-evaluation of the company’s internal control
After reviewing 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, the board of supervisors believes that the company has established a relatively perfect corporate governance structure and internal control system in combination with its actual situation, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s production and operation management, 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.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors will continue to strictly implement the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, articles of association, rules of procedure of the board of supervisors and other relevant provisions, earnestly perform the functions of the board of supervisors, focus on the construction and implementation of the company’s risk management and internal control system, and ensure the effective operation of the internal control system, Further promote the standardized operation of the company, earnestly safeguard the interests of the company and the majority of investors, and promote the healthy and sustainable development of the company.
Jiangsu Yunyi Electric Co.Ltd(300304) board of supervisors March 10, 2002
