Guangdong Transtek Medical Electronics Co.Ltd(300562)
Work report of the board of supervisors in 2021
In 2021, Guangdong Transtek Medical Electronics Co.Ltd(300562) (hereinafter referred to as "the company" or "Lexin")
The board of supervisors shall comply with the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors of the company
And other relevant regulations, attended and attended the board of directors and general meeting of shareholders of the company as nonvoting delegates, and reviewed the convening schedule of the meeting
Introduction: the company's business activities, financial status, major decisions and the performance of duties by directors and senior managers
Effective supervision was carried out, and the duties of the board of supervisors were earnestly performed and independently exercised in order to protect the interests of the company and 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, the board of supervisors of the company held 8 meetings, as follows:
Time of convening meeting and matters to be considered at the session
1. The proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects was deliberated and adopted
At the 17th meeting of the third session of the board of supervisors, 2. Deliberation and approval of the "on the use of raised funds to replace raised funds that have been invested in advance" on March 29, 2021
Proposal on the project of the second meeting and self raised funds that have paid the issuance expenses
3. Deliberated and passed the proposal on the joint foreign investment and establishment of companies and related party transactions between the company and related parties
1. Deliberated and passed the proposal on the work report of the board of supervisors in 2020
2. Deliberated and passed the proposal on the company's 2020 annual financial statement report
At the 18th meeting of the third session of the board of supervisors, the full text and summary of the company's 2020 annual report were deliberated and adopted on April 23, 2021
Proposal of the meeting
4. Deliberated and passed the proposal on the company's report for the first quarter of 2021. 5. Deliberated and passed the proposal on the company's profit distribution plan for 2020. 6. Deliberated and passed the proposal on the company's self-evaluation report on internal control for 2020
7. Deliberated and passed the proposal on renewing the employment of financial audit institutions in 2021. 8. Deliberated and passed the proposal on changing accounting policies
9. The proposal on asset write off and provision for asset impairment in 2020 was deliberated and adopted
10. The proposal on the special report on the deposit and use of the company's raised funds in 2020 was deliberated and adopted
11. The proposal on the prediction of external guarantee amount in 2021 was deliberated and adopted
12. The proposal on the company and its subsidiaries applying to the bank for comprehensive credit line in 2021 was deliberated and adopted
13. The proposal on the management of the use of idle funds was reviewed and approved
14. The proposal on using idle self owned funds for cash management was deliberated and adopted
15. The proposal on closing some investment projects with raised funds and permanently replenishing the surplus raised funds with working capital was deliberated and adopted
On June 22, 2021, the 19th session of the third board of supervisors deliberated and adopted the regulation on the adjustment of 2018 stock options and restricted shares
Proposal on the exercise price of incentive plan stock options
On August 9, 2021, the 20th session of the third session of the board of supervisors deliberated and adopted the decision on temporarily replenishing working capital with some idle raised funds
Proposal of the meeting
1. The proposal on the full text of the company's 2021 semi annual report and the 20th summary of the third session of the board of supervisors was deliberated and adopted
August 26, 2021
The first meeting 2. Deliberated and passed the proposal on the special report on the deposit and use of the company's raised funds in the half year of 2021
The 20th session of the third board of supervisors
On October 27, 2021, the proposal on the company's report for the third quarter of 2021 was deliberated and adopted at the second meeting
The 20th session of the third board of supervisors
On November 10, 2021, the proposal on changing non employee representative supervisors was deliberated and adopted
Third meeting
At the 20th meeting of the third session of the board of supervisors, the proposal on repurchase and cancellation of some restricted shares was deliberated and adopted on December 17, 2021
The 4th meeting 2. Deliberated and adopted the proposal on canceling some stock options
3. The proposal on the achievement of the conditions for the first granting of rights and interests in the third exercise period / lifting the restriction period of stock options and restricted stock incentive plan in 2018 was reviewed and approved
2、 Opinions of the board of supervisors on relevant matters of the company during the reporting period
During the reporting period, the board of supervisors of the company conducted comprehensive supervision on the operation of the company's assets, operation and management, financial status and the performance of the duties of senior managers in strict accordance with relevant laws, regulations and the articles of association.
(I) legal operation of the company
During the reporting period, the company's supervisors attended the general meeting of shareholders and the board of directors as nonvoting delegates. The board of supervisors believes that the board of directors of the company has established and improved the internal control system in accordance with the relevant provisions of the company law, the securities law and the articles of association. The convening and convening procedures of the general meeting of shareholders and the board of directors of the company comply with relevant regulations, and the directors and senior managers of the company have not violated laws, regulations, the articles of association or damaged the interests of the company when performing their duties.
The self-evaluation report of the board of supervisors on the company's internal control in 2021 and the establishment of the company's internal control system
It is believed that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
（2） Check the company's financial situation
The board of supervisors supervised the financial situation and financial management of the company in 2021 according to law
The Board considers that:
The company's financial system is sound and its financial situation is in good operation. All supervisors pay attention to the company's 2021 annual report
After careful review, it is considered that the preparation of the company's financial statements complies with the relevant provisions of the accounting standards for business enterprises and that the contents of the 2021 annual report are true, accurate and complete without false records, misleading statements or major omissions. After auditing the company's 2021 annual financial report, Lixin Certified Public Accountants (special general partnership)) issued a standard unqualified audit report. The report can truly and objectively reflect the financial situation and operating results of the company in 2021.
(III) investment and use of the company's raised funds
The management system of raised funds has been established, and the use and management of raised funds are carried out in strict accordance with the requirements of laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the articles of association and the management system of raised funds. The use of funds is standardized, and there is no illegal use of raised funds.
(IV) external guarantee, equity and asset replacement of the company
During the reporting period, the company provided guarantee for the wholly-owned subsidiary Zhongshan Lexin Co., Ltd. to apply for credit line from the bank according to the expected scope of external guarantee in 2021 approved by the board of directors and the general meeting of shareholders. In addition, the company has no external guarantees, debt restructuring, non monetary transactions, asset replacement and other matters, no other external guarantees, illegal external guarantees and other situations, no external guarantees and illegal external guarantees that occurred in previous years and accumulated to December 31, 2021, and no other situations that damage the interests of the company's shareholders or cause the loss of the company's assets.
(V) acquisition and sale of assets by the company
The acquisition, sale and reorganization of the company's assets did not occur during the reporting period. No insider trading was found, no damage to shareholders' rights and interests or loss of company assets.
(VI) related party transactions of the company
The board of supervisors supervised and verified the performance of the company's related party transactions, and believed that the related party transactions of the company met the actual needs of the company's production and operation, the decision-making procedures were legal and compliant, the transaction pricing reflected the principle of fairness and fairness, and there was no behavior damaging the interests of the company and shareholders.
(VII) establishment and implementation of insider information management system by the company
The board of supervisors of the company checked the establishment and implementation of the insider management system during the reporting period, and believed that the company had established the insider registration and reporting system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system, strictly standardized the information transmission process, and the directors Supervisors, senior managers and other relevant insiders strictly abide by the insider management system and have not found any insider trading shares of the company with insider information. During the reporting period, the company was not investigated and rectified by the regulatory authorities.
3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to faithfully perform its duties in strict accordance with the company law, the articles of association and relevant national regulations and policies, further promote the standardized operation of the company and earnestly safeguard the legitimate rights and interests of all shareholders and the company.
The work plan of the board of supervisors in 2022 mainly includes the following aspects:
(I) supervise the operation of the company according to law and actively urge the construction and effective operation of the internal control system. (II) check the company's financial situation, and supervise the company's financial operation through regular understanding and review of financial reports.
(III) supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
(IV) strengthen the supervision of the company's investment, property disposal, mergers and acquisitions, related party transactions and other major matters Guangdong Transtek Medical Electronics Co.Ltd(300562)
