Jiangsu Transimage Technology Co.Ltd(002866)
Work report of the board of supervisors in 2021
In accordance with the provisions of laws, regulations and the articles of association, the board of supervisors of the company has prepared the work report of the board of supervisors in 2021, which is as follows:
In 2021, all members of the board of supervisors of the company independently exercised their functions and powers according to law in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant requirements, with the working attitude of scrupulous and diligent, so as to better protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. The board of supervisors supervised the company's production and operation activities, major events, financial status and the performance of duties by directors and senior managers, which promoted the standardized operation of the company. The main work report of the board of supervisors in this year is as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held seven meetings. The notification, convening, convening and voting procedures of each meeting were legal and compliant, and the resolutions of the meeting were true, effective and complete. All proposals were considered and passed by unanimous vote. The details are as follows:
Time: meeting name: deliberation of proposals
202101.12 the second meeting of the third session 1. Proposal on the achievement of lifting the restrictions during the second lifting period of the company's 2018 stock option and restricted stock incentive plan
2. Proposal on the achievement of exercise conditions in the second exercise period of stock options first granted by the company's stock option and restricted stock incentive plan in 2018
3. Proposal on the achievement of the first lifting of restrictions on the granting of restricted shares in the 2018 stock option and restricted stock incentive plan
4. Proposal on adjusting the repurchase price of restricted shares in 2018 stock option and restricted stock incentive plan
5. Proposal on repurchase and cancellation of some restricted shares and cancellation of some stock options under the 2018 stock option and restricted stock incentive plan
202104.28 proposal on 2020 annual report and summary of the 1st session of the third board of supervisors
Third meeting 2. Proposal on the work report of the board of supervisors in 2020 3. Proposal on the profit distribution plan in 2020
4. Proposal on financial final accounts in 2020 and financial budget report in 2021
5. Proposal on the special report on the deposit and use of raised funds in 2020
6. Proposal on self evaluation report of internal control in 2020
7. Proposal on change of accounting policy
8. Proposal on reappointment of the company's financial audit institution in 2021
9. Proposal on applying for comprehensive credit line from banks 10. Proposal on using idle raised funds and idle self owned funds to purchase financial products
11. Proposal on the company's foreign exchange hedging business 12. Proposal on the full text and text of the first quarter report of 2021
On June 4, 2021, the 1st session of the third board of supervisors, proposal on adjusting the incentive plan of the fourth meeting of stock options and restricted stocks in 2018, granting stock options for the first time and reserving the exercise price of stock options
2. Proposal on adjusting the repurchase price of restricted shares in 2018 stock option and restricted stock incentive plan
On June 30, 2021, the 1st session of the 3rd board of supervisors, proposal on the fifth meeting on the new implementation place of some raised capital investment projects
2. Proposal on changing the implementation subject and location of some investment projects with raised funds
On August 13, 2021, the 1st meeting of the 3rd board of supervisors, the proposal of the 6th meeting on the full text and summary of the 2021 semi annual report
2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021
On October 27, 2021, the first of the third session of the board of supervisors, the proposal on the company's report for the third quarter of 2021; Seventh meeting
On December 8, 2021, the 1st session of the third board of supervisors, proposal on the achievement of the exercise conditions for the second exercise period of stock options planned to be reserved for the eighth meeting of stock options and restricted stock incentives in 2018
The above announcements related to the meeting of the board of supervisors are published on http://www.cn.info.com.cn.
2、 Independent opinions of the board of supervisors on relevant matters in 2021
(I) legal operation of the company
In 2021, the board of supervisors of the company supervised the operation of the company according to law, attended the board of directors and the general meeting of shareholders according to law, and supervised and inspected the convening procedures, resolutions and implementation of the general meeting of shareholders and the board of directors. The board of supervisors believed that during the reporting period, the general meeting of shareholders and the board of directors of the company could be held in strict accordance with the company law, the securities law and the stock listing rules of Shenzhen Stock Exchange Standardize the operation and operation in accordance with the requirements of the articles of association and other relevant laws, regulations and systems. The company's major business decisions are reasonable and the implementation procedures are legal and effective. In order to further standardize the operation, the company has further established and improved various internal control systems and internal control mechanisms. When performing their duties, the directors and senior managers of the company can conscientiously implement their duties, be loyal to their duties and forge ahead. The board of supervisors did not find that the board of directors and senior managers of the company violated laws, regulations, the articles of association or harmed the interests of shareholders and the company when performing their duties.
During the reporting period, the board of supervisors inspected the company's information disclosure management system, and the company timely revised the internal control system related to information disclosure according to the latest regulations, and performed the obligation of information disclosure in strict accordance with relevant regulations.
(II) check the financial situation of the company
During the reporting period, the board of supervisors inspected and reviewed the company's financial data, financial management and financial status. The board of supervisors believed that the company's financial system was sound and the operation was standardized. The preparation of the company's financial statements complies with the accounting standards for business enterprises and other relevant provisions. The procedures for the preparation and deliberation of periodic reports by the board of directors comply with laws, regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. The "standard unqualified opinion" audit report issued by Rongcheng Certified Public Accountants (special general partnership) is objective and fair.
(III) check the use of raised funds
During the reporting period, the board of supervisors supervised the use of the company's raised funds. The board of supervisors believed that the company managed and used the raised funds in accordance with the requirements of the raised funds management system, and found no improper use of the raised funds or damage to the interests of shareholders and the company. The special report on the deposit and use of raised funds in 2021 issued by the board of directors of the company truly and accurately reflects the deposit and use of raised funds.
(IV) opinions on the self-evaluation report of the company's internal control
The board of supervisors carefully checked the implementation of the company's internal control and believed that the company has established a relatively perfect internal control system and has been effectively implemented. During the reporting period, no major defects in the design and implementation of the company's internal control were found. The 2021 internal control self evaluation report comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and implementation supervision of the company's current internal control system, and the evaluation of the company's internal control is objective and accurate.
(V) review of periodic reports
In 2021, the board of supervisors reviewed the company's periodic reports prepared by the board of directors. The board of supervisors believed that the procedures for the preparation and review of the company's periodic reports by the board of directors were in line with laws, administrative regulations and the provisions of the CSRC. The contents of the reports truly, accurately and completely reflected the actual situation of the company, and there were no false records, misleading statements or major omissions.
(VI) implementation of the company's equity incentive plan
The board of supervisors conducted a comprehensive inspection and supervision on the specific implementation of the company's equity incentive plan, including the achievement of the exercise conditions in the second exercise period reserved for the grant of stock options and restricted stock incentive plan in 2018, the achievement of the exercise conditions in the third exercise period of stock options first granted in the stock options and restricted stock incentive plan in 2018 The fulfillment of the conditions for the release of restricted shares in the third release period of the first grant of restricted shares in the stock option and restricted stock incentive plan in 2018, the conditions for the release of restricted shares in the second release period reserved for the grant of restricted shares in the stock option and restricted stock incentive plan in 2018, the adjustment of the exercise price of stock options and reserved stock options in the first grant of stock options and restricted stock incentive plan in 2018 The adjustment of the repurchase price of restricted shares in the 2018 stock option and restricted stock incentive plan, the repurchase and cancellation of some restricted shares granted to the resignation incentive objects of the 2018 stock option and restricted stock incentive plan and the cancellation of some stock options were verified, It is believed that the implementation of the company's equity incentive plan complies with the company's 2018 stock option and restricted stock incentive plan (Draft) (Revised) and relevant provisions of relevant laws and regulations.
(VII) establishment and implementation of insider information management system by the company
The company's current "insider information insider registration system" is relatively sound and perfect. The company implements relevant procedures in strict accordance with the requirements of the system to effectively prevent insider trading.
(VIII) acquisition and sale of assets
During the reporting period, the company did not acquire or sell assets during the reporting period.
(IX) inspection of related party transactions
After verification, the company has no major related party transactions during the reporting period.
(x) external guarantee of the company
After verification, the company did not provide any illegal external guarantee during the reporting period.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to conscientiously implement the provisions of the company law, the securities law and other laws and regulations and the articles of association, faithfully perform their duties, supervise and promote the standardized operation of the company, and review the company's operation and management, financial status, operation of internal control system, decision-making and progress of major matters, performance of directors and senior executives, general meeting of shareholders Effectively supervise and verify the implementation of the resolutions of the board of directors, so as to better protect the legitimate rights and interests of all shareholders; The members of the board of supervisors will further strengthen their own learning, effectively improve their professional ability and supervision level, ensure the effective implementation of the company's internal control measures, prevent and reduce the company's risks, and promote the sustainable and healthy development of the company.
It is hereby announced.
Jiangsu Transimage Technology Co.Ltd(002866) board of supervisors
