Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 2021 annual work report of the board of supervisors
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors strictly followed the company law, relevant laws and regulations and the articles of association
In accordance with the requirements of the rules of procedure of the board of supervisors and the working attitude of scrupulously performing their duties and being diligent and responsible, they are independent according to law
Exercise authority and earnestly safeguard the interests of the company and the rights and interests of all shareholders. The board of supervisors shall earnestly perform its supervisory duties and be responsible to the public
The company's business decision-making, investment strategy, financial status, production and operation, as well as the company's directors and senior management
The performance of the duties of the personnel is supervised, which plays an important role in promoting the standardized operation and healthy development of the company
effect.
1、 Daily work of the board of supervisors
(I) in 2021, the members of the board of supervisors attended 8 meetings of the board of directors and 3 general meetings of shareholders.
(II) in 2021, the board of supervisors of the company held 6 meetings. The notice, convening and convening of the meeting
And voting procedures comply with the provisions of the company law, the articles of association and other relevant laws and regulations. The specific circumstances are as follows:
Below:
Opening time of the preliminary meeting and deliberation of proposals at the session
number
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on 2020 annual report and summary
1. The fourth meeting of the Fourth Board of supervisors on March 26, 2021 3 Proposal on 2020 profit distribution plan
Discussion 4 Proposal on self evaluation report of internal control in 2020
5. Proposal on the special report on the deposit and use of raised funds in 2020
2. The fifth meeting of the Fourth Board of supervisors on April 19, 2021 1 1 Proposal on the first quarter report of 2021
(Provisional) meeting 2 Proposal on changes in accounting policies
The sixth meeting of the Fourth Board of supervisors 1 Proposal on the achievement of the first 3 (Interim) meeting on June 18, 2021 on the first grant of the restricted stock incentive plan in 2020
2. Proposal on repurchase and cancellation of some restricted shares
4. The 7th Meeting of the 4th board of supervisors on July 26, 2021 Proposal on 2021 semi annual report and its summary
Discuss
5. The 8th meeting of the 4th board of supervisors on August 31, 2021 Proposal on repurchase and cancellation of some restricted shares
(Provisional) meeting
6. The 9th meeting of the 4th board of supervisors on October 28, 2021 Proposal on the third quarter report of 2021
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 2021 annual work report of the board of supervisors
Opening time of the preliminary meeting and deliberation of proposals at the session
number
(Provisional) meeting
2、 Summary of the operation of the board of supervisors in 2021
(I) legal operation
During the reporting period, the board of supervisors carefully performed its duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, attended the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, and supervised and inspected the standardized operation of the company. 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, and the duty of diligence is fully fulfilled. The company has established a relatively perfect internal control system, and the directors and senior managers of the company do not violate national laws, regulations The articles of association or acts that damage the interests of the company and shareholders.
(II) check the financial situation of the company
The board of supervisors supervised and inspected the financial status and financial management of the company in 2020 and the first half of 2021. The board of supervisors believes that the company has perfect financial system, standardized financial management and good financial condition. The company's 2020 financial report was audited by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued an unqualified audit report. The 2020 financial report of the company truly, accurately and completely reflects the financial situation and operating results of the company in 2020, and there are no false records, misleading statements and major omissions.
(III) check the external guarantee
The board of supervisors supervised and verified the external guarantees of the company in 2020 and the first half of 2021, and believed that the company did not provide guarantees for controlling shareholders, actual controllers and other related parties; The approval authority, deliberation and execution procedures of the company's external guarantee comply with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association.
(IV) verification of equity incentive related matters
In strict accordance with the relevant provisions of the measures for the administration of equity incentive of listed companies, the 2020 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of the 2020 restricted stock incentive plan, the company of the board of supervisors shall determine whether the conditions for the lifting of the restrictions in the first lifting period of the company's 2020 restricted stock incentive plan have been achieved The repurchase and cancellation of some restricted shares were verified and opinions were expressed, and it was considered that:
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 2021 annual work report of the board of supervisors
1. Among the 38 incentive objects granted for the first time in the company's incentive plan, 37 incentive objects met the conditions for lifting the restrictions in the first lifting period, and the remaining one incentive object did not meet the conditions for lifting the restrictions in the first lifting period.
It is agreed that the company shall repurchase and cancel 30000 restricted shares to be lifted in the current period.
2. Since one incentive object has resigned and no longer meets the conditions of the company's restricted stock incentive object, according to the relevant provisions of the management measures and the incentive plan, the company shall repurchase and cancel the restricted shares that have been granted but not lifted. The company agrees to repurchase and cancel 120000 restricted shares held by the above personnel that have been granted but have not been lifted.
(V) review the internal control self-evaluation report
The board of supervisors reviewed the company's internal control and internal control self-evaluation report. The board of supervisors believes that the company's existing internal control system meets the requirements of national laws and regulations and the actual needs of the current company's production and operation. It has played a good role in controlling and preventing all processes and key links of the company's operation and management, and has been effectively implemented. It has basically achieved the goal of internal control without major defects. The 2020 internal control self evaluation report prepared by the company truly, objectively and comprehensively reflects the construction and operation of the company's internal control system, and the board of supervisors has no objection to the evaluation report.
(VI) check the company's establishment and implementation of insider information management system
During the reporting period, the company carefully managed the inside information in strict accordance with the relevant normative documents of the China Securities Regulatory Commission and the Shenzhen Stock Exchange and the requirements of the company's management system for inside information and insiders. The registration of insiders was rigorous and standardized, and the scope of insiders was strictly controlled.
In 2021, the board of supervisors was diligent and conscientious, conscientiously performed various duties of the board of supervisors, effectively supervised the daily performance of duties of the board of directors and senior managers according to law, actively attended the general meeting of shareholders and the meeting of the board of directors, timely understood the financial situation of the company, and supervised the legitimacy and compliance of the approval process of major matters of the company, It has contributed to the improvement of the standard operation level of the company and the protection of the legitimate rights and interests of all shareholders.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to faithfully and diligently perform the duties of the board of supervisors in strict accordance with the provisions and requirements of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other laws and regulations, as well as the articles of association and the rules of procedure of the board of supervisors, Safeguard the legitimate rights and interests of the company and all shareholders:
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) 2021 annual work report of the board of supervisors
(I) the board of supervisors of the company will continue to actively participate in the relevant training organized by the regulatory authorities and the company, strengthen the study of laws and regulations, financial management, internal control construction, corporate governance and other relevant aspects, give better play to the supervisory function of the board of supervisors and improve the level of supervision.
(II) the board of supervisors of the company will continue to strengthen the supervision of the board of directors and senior managers, urge the company to further improve the corporate governance structure, safeguard the legitimate rights and interests of the company and all shareholders, and strive to improve the level of corporate governance and standardized operation.
(III) the board of supervisors of the company will continue to faithfully and diligently perform its supervisory duties, attend the meetings of the board of directors and the general meeting of shareholders according to law, timely understand the major decision-making matters of the company, supervise the legal operation of the decision-making procedures of the board of directors and the general meeting of shareholders, and earnestly safeguard the legitimate rights and interests of the company, shareholders, especially small and medium-sized shareholders.
(IV) the board of supervisors of the company will promote the standardized operation of the company and effectively prevent business risks through the supervision and inspection of the company's financial management, internal control, risk management, major decisions and other matters, and maintain good communication with the internal audit department and external audit institutions.
Guangdong Dongfang Precision Science & Technology Co.Ltd(002611) board of supervisors
March 14, 2022
