Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly abided by the company law and other laws and regulations, the articles of association and the rules of procedure of the board of supervisors of the company, earnestly and diligently performed the functions and powers conferred by relevant laws and regulations, attended all meetings of the board of directors and general meetings of shareholders of the company as nonvoting delegates, monitored the compliance of decision-making procedures for major matters of the company, and supervised the directors Senior managers supervise the performance of their duties and protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees. The main work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors in 2021
In 2021, the company held 6 meetings of the board of supervisors, and all supervisors attended each meeting. The convening and convening procedures, voting procedures, voting results and resolutions of the meeting were in line with the provisions of laws and regulations and the articles of association. The details are as follows:
Meeting time meeting name meeting proposal
1. Proposal on the work report of the board of supervisors in 2020;
2. Proposal on the company’s 2020 annual report and its summary;
3. Proposal on the company’s 2020 financial final accounts report;
2021.3.30 the fourth meeting of the second board of supervisors 4. Proposal on the company’s special report on the deposit and actual use of raised funds in 2020;
5. Proposal on the company’s 2020 internal control self evaluation report; 6. Proposal on the implementation of the company’s internal control rules in 2020;
7. Proposal on the change of the company’s accounting policies
1. Proposal on the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. (Draft) and its summary;
2021.4.20 the fifth meeting of the second board of supervisors 2. Proposal on the management measures for the implementation and assessment of the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd;
3. Proposal on verifying the list of incentive objects of the 2021 restricted stock incentive plan of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd.
2021.4.29 the sixth meeting of the second board of supervisors 1. Proposal on the company’s report for the first quarter of 2021.
1. Proposal of the seventh meeting of the second board of supervisors on June 15, 2021 on matters related to the adjustment of the restricted stock incentive plan in 2021;
2. Proposal on granting restricted shares to incentive objects.
1. Proposal on the company’s 2021 semi annual report and its summary; 2021.8.30 proposal of the eighth session of the second board of supervisors on the special report on the deposit and actual use of raised funds in the half year of 2021;
3. Proposal on using surplus raised funds to increase capital to wholly-owned subsidiaries.
202110.29 the ninth meeting of the second board of supervisors 1. Proposal on the company’s report for the third quarter of 2021.
In addition, all supervisors attended the board of directors held by the company as nonvoting delegates, attended the general meeting of shareholders and performed various duties of the board of supervisors.
2、 Audit opinions of the board of supervisors on relevant matters of the company in 2021
(I) verification opinions on the legal operation of the company
In 2021, the company operated in strict accordance with the company law, the articles of association and relevant policies and regulations, and continuously improved the internal control management system. The relevant business decisions can be implemented in accordance with the internal control management system. The operation of the board of directors is standardized, the decisions are reasonable and the procedures are legal. The implementation of various resolutions of the general meeting of shareholders is active and effective, and the directors The senior managers did not violate laws, regulations, the articles of association or damage the interests of the company when performing their duties, and made good achievements in corporate governance and standardized operation.
(II) verification opinions on the company’s 2021 financial report
During the reporting period, the board of supervisors of the company carried out effective supervision and inspection on the company’s financial situation, and believed that the company’s financial system was perfect, the system was sound, the financial situation was good, the asset quality was excellent, and the recognition and measurement of income, expenses and profits were true and accurate. The company’s regular financial reports truthfully, accurately and completely reflect the company’s financial status, operating results and cash flow, and there are no false records, misleading statements or major omissions. (III) related party transactions
The board of supervisors checked the related party transactions of the company during the reporting period. The board of supervisors believed that the related party transactions of the company in 2021 could be submitted to the board of directors and the general meeting of shareholders of the company for deliberation in accordance with the articles of association and other relevant provisions. The related directors and shareholders followed the principle of avoidance of related parties and fulfilled the obligation of avoidance of voting, Independent directors have made prior approval and independent opinions. The review procedure is legal and based on sufficient basis, the transaction behavior meets the requirements of relevant laws and regulations, and the relevant decision-making procedures are legal and effective, which will not have an adverse impact on the normal operation and business development of the company.
(IV) external acquisition and sale of assets and external guarantee
In 2021, the company had no major acquisitions, asset sales, external guarantees and other matters.
(V) conclusion on the deposit and actual use of the company’s raised funds in 2021
The board of supervisors inspected the deposit and actual use of the company’s raised funds in 2021 and carefully read the company’s special report on the deposit and actual use of raised funds in 2021. It believed that the company managed and used the raised funds in strict accordance with the requirements of the raised funds management system, and the actual investment projects of the raised funds were consistent with the promised investment projects, The use plan of the raised funds has fulfilled the necessary examination and approval procedures. During the reporting period, there was no change in the actual investment projects of the company and no damage to the interests of shareholders.
(VI) concluding comments of the board of supervisors on the company’s internal control evaluation report in 2021
The board of supervisors conducted a detailed and comprehensive review on the self-evaluation report on the company’s internal control in 2021 and the construction and operation of the company’s internal control during the reporting period. The board of supervisors believes that the company has established a relatively perfect internal control system according to its actual situation and the requirements of laws and regulations, which can be effectively implemented; The internal control system meets the requirements of relevant laws and regulations and the actual needs of the company, and plays a good role in risk prevention and control of the company’s operation and management. The internal control evaluation report of the company in 2021 truly and objectively reflects the construction and operation of the company’s internal control.
(VII) concluding comments of the board of supervisors on the company’s information disclosure in 2021
The board of supervisors has carefully read and reviewed the company’s 2021 periodic report, interim announcement and other relevant information disclosure documents. The board of supervisors believes that the company can strictly implement the stock listing rules of Shenzhen Stock Exchange According to the relevant provisions of laws and regulations such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board and the company’s information disclosure system, the company’s information disclosure in 2021 is true, accurate, timely and complete.
3、 Work plan of the board of supervisors in 2022
The board of supervisors of the company will resolutely implement the company’s established strategic policies and strictly comply with the supervision responsibilities entrusted by national laws and regulations, the articles of association and the rules of procedure of the board of supervisors of Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. at the same time, the board of supervisors of the company will continue to strictly implement the measures of the opinions on further improving the quality of listed companies issued by the State Council in 2022, Urge the company to standardize its operation, improve corporate governance, and work hard to safeguard the interests of shareholders and the company and improve the quality of listed companies. The members of the board of supervisors of the company will continue to perform their supervisory duties, actively play the role of normative decision-making, supervision and balance, carefully review the company’s regular reports and inspect the company’s financial situation, strengthen the supervision of the performance of duties by the company’s directors and senior managers, and strengthen the supervision of major matters such as the company’s investment, related party transactions and the use of raised funds, In addition, the board of supervisors will continue to strengthen its own construction and continuously improve the performance ability of the board of supervisors and supervisors.
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. board of supervisors March 16, 2022
