Work report of the board of supervisors in 2021
In 2021, in accordance with the provisions and requirements of the company law, securities law and other laws and regulations and the articles of association of the company, and in the spirit of being responsible to all shareholders, the board of supervisors of the company actively and effectively carried out work, earnestly performed various functions and obligations, and effectively safeguarded the legitimate rights and interests of the company and all shareholders. The work in 2021 is reported as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 8 meetings, and the meetings were as follows:
1. On January 5, 2021, the company held the 8th meeting of the 5th board of supervisors, which deliberated and approved the proposal on canceling the stock options that have expired but not exercised in the second exercise period of the first granted stock options and the proposal on canceling the stock options that have expired but not exercised in the first exercise period of the reserved granted stock options.
The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on January 6, 2021 Come on.
2. On March 27, 2021, the company held the 9th meeting of the 5th board of supervisors, which deliberated and adopted the full text and abstract of the 2020 annual report, the work report of the board of supervisors in 2020, the financial final accounts report in 2020, the profit distribution plan in 2020, the proposal on the change of accounting policy, the internal control evaluation report in 2020 Proposal on the remuneration of directors, supervisors and senior managers in 2020, proposal on renewing the appointment of audit institutions in 2021, proposal on the prediction of daily connected transactions in 2021, and shareholder return plan for the next three years (20212023).
The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on March 30, 2021 Come on.
3. On April 27, 2021, the company held the 10th meeting of the 5th board of supervisors, which deliberated and adopted the full text and text of the first quarter report of 2021.
The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on April 28, 2021 Come on.
4. On June 9, 2021, the company held the 11th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on purchasing assets and related party transactions and the proposal on carrying out accounts receivable factoring business.
The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on June 10, 2021 Come on.
5. On June 29, 2021, the company held the 12th meeting of the 5th board of supervisors, which deliberated and adopted the proposal on adjusting the exercise price of stock options in the stock option incentive plan. The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on June 30, 2021 Come on.
6. On August 26, 2021, the company held the 13th meeting of the 5th board of supervisors, which deliberated and adopted the full text and abstract of the 2021 semi annual report and the proposal on using idle self owned funds to purchase bank financial products.
The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on August 27, 2021 Come on.
7. On September 14, 2021, the company held the 14th meeting of the 5th board of supervisors. The meeting deliberated and adopted the proposal on planning to participate in the subscription of Shanghai Diesel Engine Co.Ltd(600841) non-public development shares.
The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on September 15, 2021 Come on.
8. On October 22, 2021, the company held the 15th meeting of the 5th board of supervisors, which deliberated and adopted the third quarter report of 2021.
The announcement of the resolution of this meeting was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on October 25, 2021 Come on.
2、 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 performed its duties in strict accordance with the provisions of relevant laws, regulations and the articles of association, in order to effectively safeguard the interests of the company and all shareholders, carefully supervised and inspected the company’s operation, financial situation, related party transactions, internal control and other matters, regularly reviewed the company’s financial reports and paid attention to the implementation of the internal control system, Specific opinions are as follows:
(I) legal operation of the company
During the reporting period, the board of supervisors of the company conscientiously performed its duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, and supervised the legal operation of the company’s decision-making procedures and the performance of directors and senior managers in 2021, It is believed that the operation of the general meeting of shareholders and the board of directors of the company is carried out in strict accordance with relevant laws and regulations and the articles of association, the decision-making procedures are legal, the company operates in accordance with the law, and can well implement the resolutions of the general meeting of shareholders and the board of directors; The company has established and improved its internal control system in combination with the actual situation; The directors and senior managers of the company are diligent and devoted to their duties. When performing their duties, they do not violate laws, regulations, the articles of association or damage the interests of the company and shareholders.
(II) financial situation of the company
During the reporting period, the board of supervisors of the company effectively supervised and inspected the financial situation of the company, carefully considered the periodic reports prepared by the board of directors of the company, and believed that the company had sound financial system, perfect internal control system, standardized financial operation and management, good financial situation, and the financial report truly, accurately and objectively reflected the financial situation and operating results of the company, No violation of laws and regulations is found, and there is no damage to the legitimate rights and interests of the company’s shareholders.
(III) related party transactions and funds occupied by related parties
All related party transactions involved in the company are carried out reasonably based on daily business needs, strictly follow the principles of fairness, fairness and openness, and the decision-making procedures are legal and effective; The transaction pricing is fair and reasonable, in line with the principle of mutual benefit, and there is no damage to the interests of other shareholders and the company, nor does it affect the independence of the company.
The company does not have the situation that the controlling shareholders and their related parties occupy the funds of the listed company.
(IV) external guarantee, equity and asset replacement of the company
During the reporting period, there was no external guarantee, equity and asset replacement, or any other damage to the interests of the company’s shareholders or loss of the company’s assets.
(V) opinions on the internal control evaluation report in 2021
After reviewing the internal control evaluation report of the company in 2021 and the construction and operation of the company’s internal control system, it is considered that the company has established a relatively perfect internal control system, which meets the requirements of national laws and regulations, and continues to improve in combination with the actual situation of the company. In the process of the company’s operation, all systems can be effectively implemented, It can systematically prevent and control various business risks and ensure the orderly development of the company’s business activities. The company’s internal control evaluation report truly and objectively reflects the construction and operation of the company’s internal control system.
(VI) supervise the implementation of the company’s equity incentive plan
During the reporting period, the board of supervisors of the company supervised and verified the implementation of the equity incentive plan and held that the matters related to the equity incentive plan of the company comply with the provisions of relevant laws, regulations and normative documents, the implementation and decision-making procedures are standardized and legal, and there is no situation that damages the interests of the company and all shareholders.
(VII) establishment and implementation of insider information management system by the company
The company has established the registration and management system for insiders. During the reporting period, in strict accordance with the system and regulations, the company actively did a good job in the confidentiality and management of insider information, and was able to truthfully and completely record the list of insider information in all links such as reporting, transmission, preparation, review and disclosure of insider information before public disclosure, focusing on the tips, registration and constraints of insider information in sensitive periods, Safeguarding the legitimate rights and interests of investors.
(VIII) inspection on the implementation of the company’s information disclosure management system
The company has established a standardized information disclosure management system, which makes clear provisions on information disclosure management from the aspects of scope, standards, internal control and accountability. During the reporting period, the company’s external disclosure announcements fulfilled the necessary internal control procedures in accordance with the relevant provisions of the information disclosure management system. The announcements truly, accurately and completely reflected the operation of the listed company, and there were no false records, misleading statements or major omissions.
(IX) external investment of the company
During the reporting period, through the supervision and verification of the company’s foreign investment in 2021, the board of supervisors believed that the transaction mode and transaction price of the company’s foreign investment in 2021 were reasonable and fair, the decision-making procedures complied with the provisions of relevant laws and regulations and the articles of association, and timely disclosed the relevant information to the public as required, There is no insider trading, damage to the interests of the company’s shareholders or loss of the company’s assets.
The above is the annual work report of the board of supervisors in 2021. In the future, the board of supervisors will continue to perform the functions of the board of supervisors in strict accordance with the relevant provisions of the company law, the securities law and the articles of association, with the attitude of being responsible to all shareholders, safeguard the legitimate rights and interests of the company and shareholders, and effectively play its functions for the standardized operation, improvement and improvement of the governance level of the company.
Tianrun Industry Technology Co.Ltd(002283)
Board of supervisors
March 15, 2022
