Jiangsu Yitong High-Tech Co.Ltd(300211)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Jiangsu Yitong High-Tech Co.Ltd(300211) (hereinafter referred to as "the company") acted in accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other laws and regulations, normative documents, as well as the requirements of the articles of association and the rules of procedure of the board of supervisors Diligently perform the obligations and duties of supervisors. This year, the board of supervisors inspected and supervised the company's legal operation, information disclosure, financial situation, implementation of internal control and the legality and compliance of the performance of directors and senior managers. Now, the performance of 2021 is reported as follows: I. convening of the board of supervisors meeting in 2021:
During the reporting period, in addition to the meeting of the board of supervisors, all supervisors attended the meeting of the board of directors and the general meeting of shareholders. In 2021, the board of supervisors held 11 meetings of the board of supervisors, and the convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association and other laws, regulations and normative documents. The specific meetings are as follows:
(I) the 15th meeting of the seventh board of supervisors of the company was held on site in the company's conference room on January 5, 2021. There were 3 supervisors and 3 supervisors. The following proposals were considered and adopted at the meeting: 1. Proposal on Exempting the voluntary share locking commitment of the controlling shareholders of the company.
(II) the 16th meeting of the seventh board of supervisors of the company was held on site in the company's conference room on February 8, 2021. There were 3 supervisors and 3 actual supervisors. The meeting deliberated and adopted the following proposals: 1. Proposal on the company's by election of candidates for non employee representative supervisors of the seventh board of supervisors.
(III) the 17th meeting of the seventh board of supervisors of the company was held in the company's conference room on February 24, 2021 by means of on-site communication. There were 3 supervisors and 3 supervisors. The meeting deliberated and adopted the following proposals: 1. Proposal on the company's by election of the chairman of the seventh board of supervisors.
(IV) the 18th meeting of the seventh board of supervisors of the company was held in the company's conference room on March 9, 2021 by means of on-site communication. There were 3 supervisors and 3 actual supervisors. The following proposals were considered and adopted at the meeting: 1. Proposal on the company's 2020 Annual Report and summary of 2020 annual report; 2. Proposal on the company's 2020 annual report of the board of supervisors; 3 Proposal on the company's 2020 financial statement report, 4. Proposal on the company's audited 2020 financial report, 5. Proposal on the company's 2020 internal control self-evaluation report, 6. Proposal on the company's 2020 annual profit distribution plan, 7. Proposal on the company's 2021 annual salary plan for members of the board of supervisors.
(V) the 19th meeting of the seventh board of supervisors of the company was held in the company's conference room on April 27, 2021 by means of on-site communication. There were 3 supervisors and 3 supervisors. The following proposals were deliberated and adopted at the meeting: 1. Proposal on the full text of the first quarter report of 2021; 2. Proposal on the company and its subsidiaries using some idle self owned funds to purchase financial products 3. Proposal on the company's reappointment of 2021 financial audit institution, 4. Proposal on changing the company's accounting policies, 5. Proposal on Amending the rules of procedure of the board of supervisors.
(VI) the 20th meeting of the seventh board of supervisors of the company was held in the company's conference room on May 26, 2021 by means of on-site communication. There were 3 supervisors and 3 actual supervisors. The meeting deliberated and adopted the following proposals: 1. Proposal on daily connected transactions between Hefei whale Microelectronics Co., Ltd., a wholly-owned subsidiary, and related parties.
(VII) the 21st Meeting of the 7th board of supervisors of the company was held in the company's conference room on July 11, 2021 by means of on-site communication. There were 3 supervisors and 3 actual supervisors. The following proposals were deliberated and adopted at the meeting: 1. Proposal on signing cooperation framework agreement and related party transactions between the wholly-owned subsidiary Hefei whale Microelectronics Co., Ltd. and related parties, 2 Proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, 3. Proposal on the measures for the implementation and assessment of the company's 2021 restricted stock incentive plan, 4. Proposal on verifying the company's list of incentive objects granted for the first time under the 2021 restricted stock incentive plan.
(VIII) the 22nd Meeting of the 7th board of supervisors of the company was held by means of on-site communication in the company's conference room on July 20, 2021. There were 3 supervisors and 3 actual supervisors. The following proposals were deliberated and adopted at the meeting: 1. Proposal on signing supplementary agreement of purchase framework agreement and daily connected transactions between wholly-owned subsidiaries and related parties.
(IX) the 23rd Meeting of the seventh board of supervisors of the company was held in the company's conference room on August 9, 2021 by means of on-site communication. There were 3 supervisors and 3 actual supervisors. The meeting deliberated and adopted the following proposals: 1. The proposal on the company's 2021 semi annual report and its 2021 semi annual report summary.
(x) the 24th Meeting of the 7th board of supervisors of the company was held in the company's conference room on September 27, 2021 by means of on-site communication. There were 3 supervisors and 3 supervisors. The following proposals were deliberated and adopted at the meeting: 1. Proposal on adjusting matters related to the 2021 restricted stock incentive plan, 2 Proposal on granting restricted shares to incentive objects for the first time.
（11） The 25th meeting of the seventh board of supervisors of the company was held in the company's conference room on October 25, 2021 by means of on-site communication. There were 3 supervisors and 3 supervisors. The following proposals were considered and adopted at the meeting: 1. Proposal on the full text of the third quarter report of 2021. 2、 Audit opinions of the board of supervisors on relevant matters of the company in 2021:
In 2021, the board of supervisors carefully supervised and inspected the company's legal operation, financial situation, related party transactions, external guarantees, internal control and other matters in strict accordance with relevant laws, regulations and the articles of association,
(I) review opinions on the legal operation of the company
During the reporting period, the supervisors of the company attended the board of directors and the general meeting of shareholders held by the company as nonvoting delegates, and supervised the convening procedures and decision-making procedures of the board of directors and the general meeting of shareholders, the implementation of the resolutions of the general meeting of shareholders, the performance of the directors and senior managers of the company and the internal control system of the company in accordance with relevant laws and regulations. The board of supervisors believes that the decision-making procedures of the board of directors of the company strictly comply with the provisions of the company law, the securities law and other laws and regulations and the articles of association, earnestly implement the resolutions of the general meeting of shareholders, operate in a standardized and diligent manner; The company's internal control system is relatively perfect; Timely and accurate information disclosure; When performing their duties, the directors and senior managers of the company have not violated laws, regulations, the articles of association or damaged the interests of the company.
The members of the board of supervisors of the company attended 12 meetings of the board of directors, 1 annual general meeting and 4 extraordinary general meetings of shareholders in 2021. 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.
(II) audit opinions on checking the company's financial situation
In combination with the actual situation of the company, the board of supervisors strengthened the supervision of the company's financial work by listening to the report of the financial department and inspecting the company's financial situation. The board of supervisors of the company believes that the company has an independent financial department, independent financial account books and independent accounting, and complies with the accounting law and relevant financial rules and regulations. The preparation of the company's financial report complies with the relevant provisions of the accounting standards for business enterprises and the accounting system for business enterprises; The company's financial system is sound, the financial operation is standardized, the basic accounting work and internal control system are perfect, and there is no violation of laws and regulations; The company's financial report can truly reflect the company's financial status and operating results, which is conducive to shareholders' correct understanding of the company's financial status and operating conditions; The procedures for the board of directors to prepare and review the company's 2020 annual report and the first quarter report, semi annual report and third quarter report of 2021 comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
(III) investment of raised funds of the company
In 2021, the company had no investment of raised funds.
(IV) review opinions on the acquisition and sale of assets of the company
In 2021, there was no major asset sale, asset replacement, asset guarantee and mortgage of the company.
(V) review opinions on related party transactions of the company
In order to ensure that the company's related party transactions do not damage the legitimate rights and interests of the company and non related shareholders, the company follows the principles of good faith, equality, voluntariness and fairness, and carries out the principles of related party transactions, the identification, review and decision-making procedures of related party transactions, in accordance with the related party transaction management system formulated in accordance with the rules for the listing of shares on the gem of Shenzhen Stock Exchange and other relevant laws and regulations Information disclosure and other aspects have been clearly stipulated.
Order and timely disclosure. The board of supervisors of the company believes that when the board of directors of the company considered the connected transactions, the connected directors avoided voting, the decision-making procedures of the board of directors comply with the provisions of relevant laws and regulations, the transaction pricing is reasonable and fair, and there is no damage to the interests of the company or its shareholders.
(VI) review opinions on external guarantee, equity and asset replacement of the company
In 2021, there was no external guarantee, asset replacement, or other damage to the interests of the company's shareholders or loss of the company's assets.
(VII) review opinions on matters related to the restricted stock incentive plan in 2021
The board of supervisors of the company reviewed the 2021 restricted stock incentive plan (Draft) and its summary, the measures for the administration of the implementation and assessment of the 2021 restricted stock incentive plan, and the list of incentive objects first granted by the 2021 restricted stock incentive plan, and issued audit opinions; During the implementation of the restricted stock incentive plan in 2021, the list of incentive objects granted for the first time in the stock incentive plan and its publicity were checked, and the board of supervisors issued the verification opinions and publicity statement on the list of incentive objects granted for the first time in the company's restricted stock incentive plan in 2021 on August 4, 2021, On September 27, 2021, the board of supervisors issued the verification opinions on the list of incentive objects first granted by the restricted stock incentive plan in 2021 (as of the grant date).
(VIII) establishment and implementation of insider information management system by the company
According to relevant regulations, the company has established the registration system for insiders of inside information and the internal reporting system for major information. The company's procedures for the transmission of inside information, the registration management of insiders, and the reporting, transmission, review and disclosure of major events strictly comply with relevant regulations. Strictly control the scope of insider information disclosure in accordance with the law, and strictly control the scope of insider information disclosure in all links of the company. The office of the board of directors of the company is specifically responsible for the verification, filing and filing of insider registration information. The contents filled in the insider registration form are true, accurate and complete.
During the reporting period, the company strictly abided by the insider information confidentiality system and strictly standardized the information transmission process. The directors, supervisors, senior managers and other relevant insiders of the company strictly abided by the insider registration system, and no insider was found to use the insider information to buy and sell the shares of the company. During the reporting period, the company was not investigated and rectified by the regulatory authorities.
(IX) review opinions on self-evaluation report of internal control
During the reporting period, the board of supervisors supervised the internal control of the company. The board of supervisors believes that in 2021, the company has been in accordance with the requirements of relevant laws, regulations and normative documents, such as the basic norms of enterprise internal control, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the guidelines for internal control of listed companies of Shenzhen Stock Exchange, and in combination with the company's internal control management system, A relatively perfect corporate governance structure and internal control system have been established, which meet the development needs of the company's current operation and management objectives and the actual needs of production and operation management, ensure the standardized operation of each business department and each operation link of the company, and effectively prevent and control business risks.
The internal control system plays a better role in preventing and controlling all processes and key links of operation and management, can provide a reasonable guarantee for the preparation of true and fair financial statements, can provide a guarantee for the healthy operation of the company's businesses and the control of the company's operating risks, and safeguard the interests of the company and its shareholders. The 2021 internal control self evaluation report of the board of directors of the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company's internal control system. 3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will closely focus on the annual business objectives of the company, in accordance with the company law, the securities law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other laws and regulations, as well as the provisions and requirements of the articles of association and the rules of procedure of the board of supervisors, in order to improve corporate governance Promote the sustainable and stable development of the company and play its due role. The main work arrangements of the board of supervisors in 2022 are as follows:
(I) continue to improve the operation mechanism of the board of supervisors, supervise the operation of the company according to law, improve the supervision efficiency, and actively urge the construction and effective operation of the company's internal control system.
(II) strengthen communication with the company's board of directors, internal audit department, senior management and external audit institutions, regularly and irregularly check the company's financial situation and operation, so as to ensure the safety of the company's assets and the standardization of operation.
(III) strengthen the inspection on the performance of directors and senior managers of the company, and urge directors and senior managers to perform their duties diligently.
(IV) supervise the verification work of the company's internal audit department, ensure the effective implementation of the company's daily operation and control the business risks of the enterprise.
(V) focus on the supervision and inspection of the company's external investment, related party transactions, external guarantee, entrusted financial management and other major matters to ensure the compliance of the company's operation.
(VI) strengthen the self construction of the board of supervisors. Strengthen the study of accounting, auditing, laws and regulations, constantly improve the quality of supervision and inspection, strengthen the construction of professional ethics and safeguard the interests of shareholders.
two
