Shenzhen Fluence Technology Plc(300647)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shenzhen Fluence Technology Plc(300647) (hereinafter referred to as "the company"), with the joint efforts of all supervisors and in accordance with the provisions of the company law, the securities law and other laws and regulations as well as the articles of association and other rules and regulations, and in the attitude of being responsible to all shareholders of the company, earnestly performed the functions and powers conferred by relevant laws and regulations, actively and effectively carried out work, and paid close attention to the legal operation of the company and the directors The senior managers supervised the performance of their duties and safeguarded the legitimate rights and interests of the company and shareholders. The main work of the board of supervisors in 2021 is reported as follows:
1、 Operation of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 8 meetings, and the convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and other laws, regulations and normative documents. The details are as follows:
No. meeting name date meeting content
1. Proposal of the fourth meeting of the third board of supervisors on joint investment and establishment of joint ventures and related party transactions between subsidiaries and related parties (No. 2021 / 1 / 29)
2. Proposal on extending the validity of the resolution of the general meeting of shareholders issuing shares to specific objects (No. 2021 / 3 / 5) of the third board of supervisors
Work report of the board of supervisors in 2020
2020 annual report and its summary
Financial statement report of 2020
2020 audit report
Proposal on 2020 profit distribution plan
3. 2021 / 4 / 27 self evaluation report on internal control in 2020 of the third board of supervisors
Proposal on renewing the appointment of the company's audit institution in 2021 at the 6th meeting
Proposal on the remuneration scheme of supervisors in 2021
Summary of non operating capital occupation and other related capital transactions in 2020
Proposal on the company's application for credit line and related guarantee from financial institutions and similar financial enterprises
Proposal on the expected guarantee amount in 2021
Proposal on the achievement of performance commitments of Zhejiang jiongda Energy Technology Co., Ltd. in 2020
First quarter report of 2021
Proposal on changes in accounting policies
Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds 4 proposal on using raised funds to replace self raised funds invested in projects with raised funds in advance and paid issuance fees for seven meetings of the third board of supervisors No. 2021 / 5 / 12
Proposal on cash management with temporarily idle raised funds
Full text and summary of the 2021 semi annual report of the third board of supervisors
5 eighth meeting 2021 / 8 / 27
Special report on the deposit and use of raised funds in the half year of 2021
Proposal on Exempting the notice time limit of the meeting of the board of supervisors
6. Proposal on the extension of financial assistance to Gejiu shengbihe Industrial Co., Ltd. and the transactions of the ninth affiliated Conference (No. 2021 / 8 / 23) of the third session of the board of supervisors
Proposal on cancellation of some stock options
7. Report of the third quarter of 2021 (2021 / 10 / 28) of the third session of the board of supervisors
Tenth meeting
Proposal of the third session of the board of supervisors on the counter guarantee provided by subsidiaries for the company's application for financing loans from financial institutions
8 eleventh meeting 2021 / 11 / 11
Proposal on providing guarantee for holding subsidiaries to apply for comprehensive credit extension from financial institutions
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
During the reporting period, the members of the board of supervisors attended 8 meetings of the board of directors and 6 meetings of shareholders. The board of supervisors of the company has supervised and inspected the convening procedures and decision-making matters 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 duties of the directors and senior managers of the company, and the construction and implementation of the company's internal control system. It is considered that the company operates in strict accordance with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, The contents of the resolution and decision-making procedures are legal and effective, and the company is not found to have any illegal business behavior. The directors and senior managers of the company do not violate relevant laws and regulations, the articles of association or damage the interests of the company and shareholders when performing their duties.
2. Check the company's financial situation
During the reporting period, the board of supervisors carefully supervised, inspected and reviewed the company's financial system and financial status in 2021, and considered that the company's financial management and internal control system were relatively sound, and the company's financial status and operating results were true and objective. Zhongshen Zhonghuan Certified Public Accountants (special general partnership) issued a standard unqualified audit report on the 2021 financial report, and its audit opinion is objective, true and fair.
3. Use of raised funds
During the reporting period, the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the measures for the administration of raised funds, and there was no illegal use of the raised funds. The company adjusted the amount of raised funds to be invested in the investment project of raised funds, used the temporarily idle raised funds for cash management and other matters, and carried out complete and timely information disclosure. There was no damage to the interests of shareholders and met the requirements of relevant regulations.
4. Related party transactions of the company
Related party transactions considered by the company during the reporting period include:
(1) The establishment of joint ventures and related party transactions jointly invested by subsidiaries and related parties;
(2) Providing financial support for Gejiu shengbihe Industrial Co., Ltd. and related party transactions;
(3) Some controlling shareholders and actual controllers of the company, Mr. Du Jianjun and Ms. Liu Yu, provide joint and several liability guarantee / counter guarantee and related party transactions for the company to apply for credit line from banks or financing institutions.
The above decision-making procedures for related party transactions comply with the provisions of relevant laws, regulations and the articles of association. The price of related party transactions is fair and there is no damage to the interests of the company and other shareholders.
5. External guarantee of the company
During the reporting period, the company has no other external guarantee except for providing guarantee for wholly-owned / holding subsidiaries and counter guarantee provided by Huizhou Shenzhen Fluence Technology Plc(300647) Photoelectric Technology Co., Ltd. to Shenzhen hi tech investment and Financing Guarantee Co., Ltd. The company's guarantee for wholly-owned / holding subsidiaries and the counter guarantee of Huizhou Shenzhen Fluence Technology Plc(300647) Photoelectric Technology Co., Ltd. for Shenzhen hi tech investment and Financing Guarantee Co., Ltd. have fulfilled the approval process and timely disclosed information in accordance with the external guarantee management system, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the external guarantee of listed companies. The company has no illegal guarantee and overdue guarantee, Nor does it harm the interests of the company and all shareholders.
6. Opinions on the self-evaluation report of the company's internal control
The board of supervisors believes that the company has established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations, and can be effectively implemented. During the reporting period, the company's internal control system was standardized, legal and effective, and there was no violation of the company's internal control system. The company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company's internal control system.
7. Review opinions on the company's 2021 Annual Report
After review, the board of supervisors believes that the procedures of the 2021 annual report and its summary prepared and reviewed by the board of directors of the company comply with laws, regulations and relevant provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company's operation in 2021, and there are no false records, misleading statements or major omissions. 8. Opinions on canceling some stock options
During the reporting period, the board of supervisors of the company issued audit opinions on the proposal on canceling some stock options. Its procedures comply with relevant regulations, are legal and effective, do not harm the interests of the company's shareholders, and will not have a material impact on the company's financial status and operating results.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors will continue to strictly abide by the relevant provisions of laws, regulations and normative documents such as the company law, the GEM Listing Rules of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the board of supervisors, faithfully perform their duties with an attitude of being responsible to all shareholders, give full play to the effective supervision function, and promote the improvement of the corporate governance structure and the standardized operation of operation and management of the company. We will fulfill our duties, adhere to principles, be diligent and rigorous, safeguard the legitimate rights and interests of the company and shareholders, and effectively play our role in standardizing the operation, improving and improving the governance level of the company Shenzhen Fluence Technology Plc(300647) board of supervisors March 18, 2022
