Beijing Const Instruments Technology Inc(300445)
Work report of the board of supervisors in 2021
During the reporting period, all members of the board of supervisors of Beijing Const Instruments Technology Inc(300445) (hereinafter referred to as “the company”) earnestly performed the functions and powers conferred by relevant laws and regulations in strict accordance with the provisions and requirements of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, in the spirit of being responsible to all shareholders and from the perspective of earnestly safeguarding the interests of the company and the rights and interests of small and medium-sized investors The financial situation and the performance of duties by directors and senior managers have been inspected and supervised to promote the healthy and sustainable development of the company.
Based on the principle of being responsible to all shareholders, the main work contents of the board of supervisors in 2021 are reported as follows: I. work of the board of supervisors
During the reporting period, the board of supervisors of the company held 7 meetings, as follows:
（1） On March 15, 2021, the board of supervisors held the sixth meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on Exempting the notice period of the sixth meeting of the Fifth Board of supervisors and the proposal on repurchasing the company’s shares by means of centralized bidding transaction;
（2） On April 15, 2021, the board of supervisors held the 7th Meeting of the 5th board of supervisors, deliberated and adopted the company’s 2020 annual report and its summary, the company’s 2020 work report of the board of supervisors, the company’s 2020 financial final account report, the company’s 2021 financial budget report, the company’s 2020 internal control self-evaluation report, the proposal on the company’s continued employment of audit institutions The proposal on the company’s profit distribution plan in 2020, the proposal on the remuneration plan of the company’s supervisors in 2021, the special report on the deposit and actual use of raised funds in 2020, the proposal on the use of self owned funds and idle raised funds for cash management, the proposal on the development of foreign exchange hedging business Proposal on signing supplementary agreement of construction project construction contract by wholly-owned subsidiaries and proposal on providing financial assistance for employees’ house purchase;
（3） On April 21, 2021, the board of supervisors held the 8th meeting of the 5th board of supervisors, deliberated and adopted the report of the first quarter of Beijing Const Instruments Technology Inc(300445) 2021;
（4） On August 19, 2021, the board of supervisors convened the 9th meeting of the 5th board of supervisors, deliberated and adopted the Beijing Const Instruments Technology Inc(300445) 2021 semi annual report and summary, the special report on the deposit and use of Beijing Const Instruments Technology Inc(300445) 2021 semi annual raised funds, and the proposal on providing guarantee for wholly-owned subsidiaries;;
（5） On September 29, 2021, the board of supervisors held the 10th meeting of the 5th board of supervisors, deliberated and adopted the proposal on adjusting the scale of foreign exchange hedging business;
（6） On October 27, 2021, the board of supervisors held the 11th meeting of the 5th board of supervisors, deliberated and adopted the report of the third quarter of Beijing Const Instruments Technology Inc(300445) 2021;
（7） On December 20, 2021, the board of supervisors held the 12th meeting of the 5th board of supervisors, deliberated and adopted the proposal on investing 55% equity of Mingde software by means of equity transfer and capital increase.
2、 Independent opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors supervised and inspected the company’s operation, financial work and internal control in accordance with the company law, the articles of association and other relevant laws, regulations and normative documents. According to the inspection results, the following opinions are expressed on the relevant situation of the company during the reporting period:
（1） Legal operation of the company
During the reporting period, the company’s supervisors attended the board of directors and shareholders’ meeting held by the company as nonvoting delegates, and supervised the convening procedures, resolution matters, decision-making procedures of the board of directors and shareholders’ meeting, the implementation of the resolutions of the board of directors to the shareholders’ meeting, the performance of the company’s directors and senior managers and the company’s internal control system in accordance with relevant laws and regulations. The board of supervisors believes that: the directors and senior managers of the company can be diligent and conscientious in accordance with the requirements of the company law, the articles of association and other laws and regulations and the company’s internal control system, earnestly implement the resolutions of the board of directors, the general meeting of shareholders and the board of supervisors, form a relatively perfect check and balance mechanism among operating institutions, decision-making institutions and supervision institutions, and have a complete corporate governance structure; The directors and senior managers of the company comply with relevant national laws and regulations and various rules and regulations of the company. When performing their duties, they do not violate laws, regulations, the articles of association or damage the interests of the company and shareholders, and do their duty for the development of the company.
（2） Check the company’s financial situation
During the reporting period, the board of supervisors timely learned about the company’s operation and financial status, carefully checked the company’s regular reports and relevant documents, carefully and effectively supervised, inspected and reviewed the company’s financial status, financial management and financial results in 2021, and believed that the company had sound financial system, standardized financial operation and good financial status. The financial report truly and fairly reflects the financial position and operating results of the company in 2021.
（3） Use and management of raised funds
The company uses and manages the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, the articles of association and the raised funds management system. The use of the raised funds meets the requirements of relevant laws, regulations and normative documents and the interests of all shareholders.
（4） Acquisition of assets
During the reporting period, the company invested 55% equity of Mingde software with its own funds, which is beneficial for the company to speed up the construction of multi-dimensional coordination system and in line with the overall planning objectives of the company
（5） Major related party transactions
During the reporting period, the company did not have any major related party transactions, and there was no behavior damaging the interests of the company and all shareholders.
（6） External guarantee and fund occupation
The company can comply with the provisions of relevant laws and regulations, and there is no illegal external guarantee and capital occupation. During the reporting period, the company provided guarantee for the wholly-owned subsidiary sampu Xinyuan to apply for the credit line from the bank. The risk of guarantee is controllable and there is no damage to the interests of the company and all shareholders. This guarantee has fulfilled the specified decision-making procedures and complied with the provisions of relevant laws and regulations.
（7） Implementation of internal control
According to the requirements of normative documents such as Shenzhen Stock Exchange, the board of supervisors reviewed the company’s self-evaluation report on internal control in 2021. During the reporting period, the company did not have major defects in internal control, and the company has maintained effective internal control in all major aspects in accordance with the requirements of the enterprise internal control standard system and relevant regulations.
（8） Management of insider information
During the reporting period, the company formulated and strictly implemented the insider management system in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange. The directors, supervisors, senior executives and other relevant insiders of the company strictly complied with the insider management system, and no insider used the insider information to buy and sell the company’s shares.
3、 Priorities of the board of supervisors in 2022
（1） Supervise the operation of the company according to law. In 2022, the board of supervisors of the company will continue to be diligent and responsible, strengthen the supervision of major matters such as production and operation, financial management, related party transactions, foreign investment, foreign guarantee, the construction and implementation of internal control system, as well as the legality and compliance of the performance of duties by directors, managers and other senior managers of the company, actively perform the supervision function, and effectively safeguard the interests of the company and shareholders;
（2） Check the company’s financial situation and further standardize and improve the daily work of the board of supervisors. Adhere to financial supervision as the core, and supervise the financial operation of the company through regular understanding and review of financial reports. （3） The members of the board of supervisors of the company will further strengthen their own learning, further enhance the business and knowledge of the members of the board of supervisors, continuously improve the supervision and inspection skills of the board of supervisors, work with the board of directors and all shareholders to promote the standardized operation of the company, 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.
In the new year, the board of supervisors will continue to earnestly implement the company law and other laws and regulations, strictly implement the provisions of the company’s internal management system such as the articles of association, perform the duties of the board of supervisors and safeguard the overall interests of all shareholders and the company.
Beijing Const Instruments Technology Inc(300445) board of supervisors
March 24, 2022
