Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Tianma Microelectronics Co.Ltd(000050) (hereinafter referred to as “the company”) independently exercised their functions and powers according to law in accordance with the relevant provisions of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and the working attitude of scrupulous and diligent, and supervised the company’s legal operation, financial status and related party transactions, Actively safeguard the legitimate rights and interests of the company and all shareholders. The report on the work of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors during the reporting period
Six meetings were held during the reporting period, as follows:
1. On February 9, 2021, the company held the 13th meeting of the 9th board of supervisors by means of communication voting, deliberated and adopted the proposal on changing the company’s supervisor.
2. On March 11, 2021, the company held the 14th meeting of the 9th board of supervisors by on-site and communication voting, The board of supervisors deliberated and adopted the 2020 annual report on the change of internal control system and its use of funds, the 2020 annual report on the 2020 annual internal control work summary, the 2020 annual report on the 2020 annual internal control system and its use There are 8 proposals in the proposal on the election of the chairman of the board of supervisors of the company.
3. On April 27, 2021, the company held the 15th meeting of the 9th board of supervisors by means of communication voting, deliberated and adopted the report of the first quarter of 2021.
4. On August 24, 2021, the company held the 16th meeting of the 9th board of supervisors by means of on-site and communication voting, deliberated and adopted two proposals: the financial report for the half year of 2021 and the full text and summary of the report for the half year of 2021.
5. On October 29, 2021, the company held the 17th meeting of the 9th board of supervisors by means of communication voting, reviewed and adopted the report of the third quarter of 2021.
6. On November 12, 2021, the company held the 18th meeting of the 9th board of supervisors by means of communication voting, deliberated and adopted the proposal on changing the supervisor of the 9th board of supervisors.
2、 Opinions of the board of supervisors on the work of the company in 2021
In 2021, the company will actively grasp the market growth opportunities, continue to increase resource investment, deeply cultivate the niche market, deeply promote the upgrading of product structure, optimize business portfolio and continuously increase the proportion of high value-added products. Each mature production line of the company maintains full production and sales, and the a-Si business continues to improve efficiency and efficiency; While maintaining the leading position in smart phone business, LTPS business has made great efforts to expand notebook computer, tablet computer and vehicle display business, with rapid growth; The technical capability of AMOLED flexible mobile phone display module products has been continuously improved, the shipment and sales have increased significantly, the wearable business has grown rapidly, and the market and industry position have been further improved.
In 2022, the company will adhere to the “2 + 1 + n” strategic guidance, take “innovation and breakthrough” as the strategic theme, adhere to innovation driven, improve the technical level, consolidate the basic ability, stimulate the vitality of the team, focus on key tasks, focus on customers, create value for customers, and promote new breakthroughs in various businesses.
In 2022, the company will focus on improving business efficiency, continuously consolidate basic ability, improve management ability and forge core competitiveness. Further promote digital transformation, continuously improve technological innovation ability, efficient operation ability, lean manufacturing ability and resource guarantee ability, strive to improve strategic management ability, continuously strengthen leadership construction, continuously strengthen organization and talent team construction, continuously optimize and improve the hierarchical talent incentive system, and stimulate team cohesion and combination vitality. The company will adhere to the goal orientation, actively layout new technologies, grasp the opportunities of cutting-edge technologies and create a new growth pole of business.
3、 Opinions of the board of supervisors on matters supervised by the company
1. Legal operation of the company
During the reporting period, the board of supervisors attended the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates, and supervised and inspected the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the performance of duties of directors and senior managers. The board of supervisors considered that the convening procedures, decision-making procedures of the general meeting of shareholders and the board of directors of the company The resolutions comply with the provisions of relevant laws, regulations and rules, and the relevant resolutions can be effectively implemented; The company’s internal control system is sound, forming a relatively perfect check and balance mechanism among business institutions, decision-making institutions and supervision institutions, and the corporate governance structure is complete; When performing their duties, the directors and senior managers of the company can seriously implement the national laws, regulations, rules and relevant resolutions, and have not found that the directors and senior managers of the company violate the laws and regulations, the articles of association and other provisions or damage the interests of the company and all shareholders when performing their duties and exercising their powers.
2. Check the company’s financial situation
During the reporting period, the board of supervisors of the company conducted effective supervision and inspection on the financial situation of the company in 2021. The board of supervisors believed that the company carried out accounting and prepared financial reports in accordance with the requirements of relevant national laws and regulations such as the accounting law of the people’s Republic of China, the accounting standards for business enterprises and the norms for internal control of enterprises, as well as the relevant provisions of the company, The financial reports of each period truly, accurately, completely and fairly reflect the overall financial status, operating results and cash flow of the company, and there are no false records, misleading statements or major omissions. Dahua Certified Public Accountants (special general partnership) issued the standard unqualified annual audit report 2021 for the company.
The directors, supervisors and senior managers of the company signed written confirmation opinions in strict accordance with the regulatory requirements to ensure that the contents of the company’s periodic reports are true, accurate and complete, and there are no false records, misleading statements or major omissions.
3. Check the related party transactions of the company
During the reporting period, the board of supervisors supervised and inspected the related party transactions of the company in 2021. The board of supervisors believed that the decision-making procedures of the related party transactions of the company comply with the provisions of the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, and belong to the normal business scope of the company, Transactions with related parties can make full use of the industrial advantages of both related parties, which is conducive to resource integration, promote professional management, give play to synergy and maximize efficiency. The transaction price of related party transactions shall be determined with reference to the market price of the same kind, which is fair and reasonable, and there is no damage to the interests of all shareholders, especially the minority shareholders. At the same time, the above related party transactions have no impact on the independence of the company, and the company’s business is not dependent on or controlled by related parties due to such transactions.
4. Comments on the company’s internal control evaluation report
During the reporting period, the board of supervisors reviewed the establishment and operation of the company’s internal control system. The board of supervisors believed that the company had established a relatively perfect internal control system, which met the requirements of relevant national laws and regulations and the actual needs of the company’s production, operation and management, and could be effectively implemented.
The company’s corporate governance, business management, financial management, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control system, and all links of business activities have been reasonably controlled, ensuring the normal operation and steady development of the company’s business activities, effectively controlling business risks and safeguarding the interests of the company and shareholders.
The 2021 internal control evaluation report prepared by the board of directors of the company comprehensively, objectively, truly and completely reflects the construction and operation of the company’s internal control system.
5. Information disclosure of the company
During the reporting period, the board of supervisors supervised and inspected the information disclosure of the company. The board of supervisors believes that the company has formulated the management system for information disclosure affairs, and conscientiously and consciously fulfilled the obligation of information disclosure in strict accordance with relevant laws and regulations, the company’s information disclosure management system and other relevant provisions. The company’s information disclosure is true, accurate, complete, timely and fair, and there are no false records, misleading statements or major omissions, There is no situation that damages the interests of the company and all shareholders.
6. Management of insider information of the company
During the reporting period, the board of supervisors of the company supervised and inspected the management of insiders of the company’s inside information. The board of supervisors believed that the company had formulated the registration system for insiders of inside information, and actively did a good job in the confidentiality and management of inside information in strict accordance with relevant laws and regulations and the registration system for insiders of inside information of the company, all in accordance with laws Regulations and systems require that insiders of inside information be registered and reported in accordance with the law, and no insider of inside information is found to illegally use inside information to buy and sell shares of the company.
7. Transactions of related creditor’s rights and debts of the company during the reporting period
The board of supervisors believes that the capital transactions between the company and related parties are normal, and there is no occupation of the company’s funds by controlling shareholders and other related parties.
4、 Work prospect of the board of supervisors in 2022
In 2022, the board of supervisors will continue to earnestly perform its duties in strict accordance with national laws and regulations, the articles of association and other relevant provisions, supervise and promote the continuous and standardized operation of the company, promote the construction and effective operation of the internal control system, further improve the corporate governance structure, and earnestly safeguard the legitimate rights and interests of the company and the majority of shareholders.
Tianma Microelectronics Co.Ltd(000050) board of supervisors March 2002
