Securities code: Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) securities abbreviation: Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) Announcement No.: 202211 Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047)
Work report of the board of supervisors in 2021
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In 2021, in accordance with the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, the board of supervisors presided over the meetings of the board of supervisors, attended all meetings of the board of directors and shareholders’ meetings as nonvoting delegates, participated in the research of major decisions, earnestly performed various functions and obligations, fully exercised the supervision function of the company’s directors and managers, and safeguarded the interests of shareholders, the interests of the company and the legitimate rights and interests of employees.
1、 Meetings of the board of supervisors during the reporting period
During the reporting period, the company held four meetings of the board of supervisors. The details are as follows:
Serial number deliberation proposal
20210329 – the 9th meeting of the 5th board of supervisors
1 full text and summary of 2020 Annual Report
2 work report of the board of supervisors in 2020
3 audited financial report for 2020
4. Financial statement report of 2020
5 profit distribution plan for 2020
6 proposal on the remuneration of directors, supervisors and senior managers in 2021
7. Proposal on reappointment of 2021 audit institution
Internal control report 2020 8
9. 2020 Social Responsibility Report
10 proposal on applying for the use of the group’s comprehensive credit line
11 proposal on the amount of financial assistance for Jinhua Wei in 2021
12 proposal on providing guarantee amount for subsidiaries in 2021
13 proposal on daily connected transactions in 2021
14. Proposal on accepting financial assistance from subsidiaries and related party transactions
15 proposal on providing related party guarantee for joint stock companies
16 proposal on the provision for asset impairment in 2020
17 proposal on change of accounting policies of the company
18 self inspection report on improving the overall quality of the company
20210427 – the 10th meeting of the 5th board of supervisors
1 full text of the first quarter report of 2021
20210812 – the 11th meeting of the 5th board of supervisors
1 full text and summary of 2021 semi annual report
2. Proposal on the progress of joint bidding for land and the establishment of joint ventures and related party transactions
20211028 – the 12th meeting of the 5th board of supervisors
1. Report of the third quarter of 2021
2、 Review 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 carefully supervised and inspected the legal operation, information disclosure and financial situation of the company in strict accordance with the provisions of relevant laws, regulations and the articles of association. According to the inspection results, the following audit opinions were issued on the relevant situation of the company during the reporting period:
1. Legal operation of the company
In 2021, the board of supervisors of the company actively participated in the general meeting of shareholders and attended the meetings of the board of directors as nonvoting delegates in accordance with the functions and powers conferred by the company law, the articles of association and the rules of procedure of the board of supervisors, and supervised the decision-making procedures, the establishment and implementation of the internal control system and the performance of the directors and senior managers of the company. The board of supervisors believes that the company’s decision-making procedures comply with the company law, securities law and other laws and regulations as well as the relevant provisions of the articles of Association; The operation of the board of directors is standardized, the decision-making is reasonable and the procedure is legal, and the resolutions of the general meeting of shareholders are carefully implemented; The directors and senior managers of the company are devoted to their duties and perform their duties diligently, and do not violate laws, regulations, the articles of association or damage the interests of the company.
2. Financial situation of the company
The board of supervisors inspected and supervised the company’s financial operation by listening to the special reports of the company’s financial director, reviewing the company’s periodic reports, and consulting the audit data drafts of the company’s audit accountants. The board of supervisors believed that the company’s financial system was sound, the internal control was perfect, the financial operation was standardized, and the withdrawal of various expenses was reasonable in 2021, The financial report of the company in 2021 truly reflects the financial situation and operating results of the company in 2021.
3. External guarantee of the company
During the reporting period, the guarantee provided by the company to its subsidiaries is conducive to alleviating the shortage of funds of its subsidiaries in order to support its business development and market development. The guarantee behavior will not have an adverse impact on the normal operation and business development of the company.
4. Related party transactions
During the reporting period, the board of supervisors inspected the related party transactions of the company and concluded that the related party transactions of the company were transactions related to daily operation, met the actual production and operation needs of the company, were fairly priced, and did not harm the interests of the company and shareholders.
5. Comments on the self-evaluation report of internal control
According to the relevant provisions of the guidelines on internal control of listed companies of Shenzhen Stock Exchange, the board of supervisors expressed the following opinions on the self-evaluation report on internal control in 2021: in 2021, the company formulated and improved various internal control systems and corporate governance structure in accordance with the company law, the securities law and the relevant provisions of Shenzhen Stock Exchange on companies listed on GEM, and established an internal control environment for the standardized operation of the company. It ensures the orderly and effective development of the company’s business activities, protects the safety and integrity of the company’s assets, and protects the interests of the company and its shareholders. The company’s internal control system is complete, reasonable and effective, and no major defects or important defects in the company’s financial report or non-financial report were found during the reporting period. The self-evaluation report of the company’s internal control in 2021 is true and effective.
6. Comments on Social Responsibility Report
The board of supervisors carefully read and reviewed the social responsibility report prepared by the company. The board of supervisors believed that the 2021 social responsibility report disclosed the concept of the company’s courage to bear social responsibility from the economic and social aspects, unified the economic and social benefits, and realized value and created value. The release of social responsibility report by the company can improve the corporate social image, deepen the understanding of the company, improve the risk management ability and improve the performance of enterprise management.
7. Review opinions on the company’s 2021 Annual Report
In accordance with relevant regulations, the board of supervisors carefully reviewed the 2021 annual report prepared by the board of directors and put forward the following written review opinions: the procedures for the preparation and review of the 2021 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
8. Review opinions on the company’s 2021 financial report
The board of supervisors carefully examined the standard unqualified audit report on the 2021 financial report issued by Dahua Certified Public Accountants (special general partnership). Through the inspection, the board of supervisors put forward the following written audit opinions: the company’s 2021 financial report is true and reliable and fairly reflects the company’s financial status and operating results in all major aspects.
9. Verification opinions on the establishment and implementation of insider information management system of the company
The board of supervisors of the company checked the establishment and implementation of the insider management system during the reporting period. The board of supervisors believed that the company had established the insider management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system and strictly standardized the information transmission process. The company’s directors, supervisors, senior managers and other relevant insiders strictly complied with the insider information management system. No insider trading the company’s shares by using the insider information was found, nor was it investigated and rectified by the regulatory authorities. The company will further improve the management of insider information in accordance with relevant laws and regulations.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to earnestly perform its duties in accordance with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions. (1) The board of supervisors of the company will focus on supervising and inspecting the financial situation, supervise and inspect the company’s major investments, related party transactions and other matters, and further strengthen the construction of internal control.
(2) The board of supervisors of the company shall supervise the diligence of the directors and senior managers of the company, ensure that the shareholders’ rights and interests, the interests of the company and the legitimate rights and interests of employees are not infringed, and promote the sustainable development of the company.
(3) The members of the board of supervisors will further strengthen their own learning, effectively improve their professional ability and supervision level, prevent and reduce corporate risks, give better play to the supervision function of the board of supervisors and safeguard the interests of shareholders.
(4) Pay attention to the corporate governance and ensure the legal compliance of the company’s standardized operation and decision-making procedures.
Shenzhen Tianyuan Dic Information Technology Co.Ltd(300047) board of supervisors
March 23, 2022
