Shenzhen Topband Co.Ltd(002139)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as "the company") performed their functions diligently and honestly in accordance with the requirements of the company law, the securities law, the articles of association and relevant regulations, and independently exercised their functions and powers in accordance with the law, so as to ensure the standardized operation of the company and safeguard the interests of the company and shareholders. The board of supervisors supervised the company's long-term development plan, production and operation activities, major events, financial status and the performance of duties by directors and senior managers, which promoted the standardized operation and healthy development 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 a total of 10 meetings, as follows:
1. On January 14, 2021, the fifth meeting of the seventh board of supervisors was held in the company's conference room, and the proposal on canceling the stock options granted but not exercised by the resigned employees of the 2018 stock option incentive plan was reviewed and approved.
2. On March 5, 2021, the sixth meeting of the seventh board of supervisors was held in the company's conference room, which deliberated and adopted the proposal on the 2020 annual report and summary, the proposal on the 2020 work report of the board of supervisors, the proposal on the 2020 final financial report, the proposal on the 2020 profit distribution plan, and the proposal on the 2020 internal control evaluation report The proposal on the remuneration of the company's supervisors in 2020, the proposal on the special report on the deposit and use of raised funds in 2020, the proposal on meeting the exercise conditions and exercisable rights in the second exercise period of the 2018 stock option incentive plan, the proposal on adjusting the incentive objects and the number of stock options in the 2018 stock option incentive plan Proposal on adjusting the exercise price of 2018 stock option incentive plan, proposal on using some idle raised funds and self owned funds to purchase bank financial products, proposal on withdrawing asset impairment provision in 2020.
3. On April 21, 2021, the seventh (Interim) meeting of the seventh board of supervisors was held in the company's conference room, and the proposal on extending the validity period of the resolution of the company's 2020 non-public offering shareholders' meeting was deliberated and adopted.
4. On April 26, 2021, the eighth meeting of the seventh board of supervisors was held in the company's conference room, and the proposal on the full text and text of the report for the first quarter of 2021 and the proposal on adjusting the exercise price of the stock option incentive plan in 2018 were considered and adopted.
5. On June 8, 2021, the 9th meeting of the 7th board of supervisors was held in the company's conference room, and the proposal on using some idle raised funds to temporarily supplement working capital, the proposal on using some idle raised funds to temporarily supplement working capital, and the proposal on replacing self raised funds in advance with raised funds were deliberated and adopted
6. On July 28, 2021, the 10th meeting of the 7th board of supervisors was held in the conference room of the company, and the proposal on the semi annual report and summary of 2021 and the proposal on the special report on the deposit and use of raised funds in the semi annual of 2021 were considered and adopted.
7. On October 13, 2021, the 11th meeting of the 7th board of supervisors was held in the company's conference room, which deliberated and adopted the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the assessment and management of the implementation of the company's 2021 restricted stock incentive plan, and the proposal on the verification of the list of incentive objects of the company's 2021 restricted stock incentive plan.
8. On October 27, 2021, the 12th meeting of the seventh board of supervisors was held in the company's conference room, and the proposal on the third quarter report of 2021 was deliberated and adopted.
9. On November 2, 2021, the 13th (Interim) meeting of the seventh board of supervisors was held in the company's conference room, which deliberated and adopted the proposal on adjusting the number of restricted stock incentive plans granted in 2021 and the list of incentive objects, and the proposal on granting restricted stock to incentive objects.
10. On December 7, 2021, the 14th (Interim) meeting of the seventh board of supervisors was held in the company's conference room, and the proposal on adjusting the number of awards and the list of incentive objects of the restricted stock incentive plan in 2021 was deliberated and adopted.
2、 Opinions of the board of supervisors on relevant matters
1. Legal operation of the company
In accordance with the relevant provisions of the company law, the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, the board of supervisors has supervised the legitimacy of the procedures for convening the general meeting of shareholders in 2021, the legitimacy of the matters to be considered, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the establishment of internal control system and the performance of various functions and powers of senior managers. The board of supervisors believes that the board of directors can conscientiously perform the functions and powers conferred by the company law, the articles of association and the Listing Rules of Shenzhen Stock Exchange, and fully implement the resolutions of the general meeting of shareholders. The company has established a relatively perfect internal control system. The senior managers of the company earnestly perform their functions and powers, earnestly implement the resolutions of the board of directors, and the directors and managers of the company are loyal to their duties and diligent, There is no violation of national laws and regulations and the articles of association, and there is no behavior damaging the interests of the company and the interests of small and medium-sized investors.
2. Check the financial status of the company
The board of supervisors carefully inspected and reviewed the company's financial situation and financial supervision system, and believed that the company's financial system was relatively perfect and the system was sound; The company's 2021 financial report can truly reflect the company's financial situation, and the standard unqualified audit report issued by Ruihua certified public accountants is objective and fair.
3. Use of funds raised by the company
During the reporting period, the company managed and used the raised funds in strict accordance with the provisions of the measures for the management of raised funds, and the actual investment projects were consistent with the promised investment projects. The disclosure on the management and use of the company's raised funds in 2021 in the special report on the deposit and actual use of raised funds in Shenzhen Topband Co.Ltd(002139) 2021 prepared by the company is consistent with the actual situation. There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds, which fully protects the interests of the company and all shareholders.
4. The board of supervisors reviewed the internal control evaluation report of the company in 2021 and the construction and operation of the company's internal control system, and considered that the internal control evaluation report of the company in 2021 was in line with the basic norms of enterprise internal control, the rules for the preparation of information disclosure of companies offering securities to the public No. 21 - General Provisions for the annual internal control evaluation report and other relevant provisions, and the evaluation report was true It objectively reflects the establishment, improvement and implementation of the company's internal control system, and the internal control is effective.
5. During the reporting period, the company did not purchase or sell major assets.
6. During the reporting period, the company had no major related party transactions.
7. The accounting firm issued a standard unqualified audit report this year.
In 2022, the board of supervisors will continue to faithfully perform its duties in strict accordance with the company law, the articles of association and relevant national regulations and policies, and further promote the standardized operation of the company.
Shenzhen Topband Co.Ltd(002139) board of supervisors March 22, 2022
