Foshan Nationstar Optoelectronics Co.Ltd(002449)
Work report of the board of supervisors in 2021
During the reporting period, all members of the board of supervisors of the company conscientiously performed their duties in strict accordance with the provisions of the company law, the securities law, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the articles of association, rules of procedure of the board of supervisors and other rules and regulations, in the attitude of being responsible to all shareholders, and strictly controlled the production, operation and Supervise major events and financial conditions as well as the performance of directors and senior managers, put forward constructive opinions for many times, and correctly exercise the supervision function of the board of supervisors. It has effectively safeguarded the interests of the company and the legitimate rights and interests of all shareholders, and promoted the standardized operation of the company. The main work report of the board of supervisors in this year is as follows:
1、 Work of the board of supervisors
The board of supervisors of the company has three supervisors, including one employee supervisor. The number and composition of the board of supervisors meet the requirements of laws and regulations. In 2021, the board of supervisors of the company held 8 meetings, deliberated and passed 19 proposals, and the convening and convening procedures of the meeting were in line with the provisions of laws, regulations and regulatory documents such as the company law, the articles of association and the rules of procedure of the board of supervisors. The details of the meeting are as follows:
Number of sessions, meeting time, proposal name and voting results
On March 4, 2021, the proposal on the company’s 2021 annual budget plan was unanimously adopted at the fifth meeting of the Fifth Board of supervisors
The full text and summary of the 2020 annual report were unanimously approved, the 2020 work report of the board of supervisors was unanimously approved, and the proposal on formulating the remuneration plan of the company’s supervisors in 2021 was unanimously approved
On April 16, 2021, the Fifth Board of supervisors unanimously approved the 2020 internal control self-evaluation report, and on the date of the sixth meeting, the 2020 financial final account report was unanimously approved, and the 2020 profit distribution plan was unanimously approved Proposal on continuing to use self owned funds for entrusted financial management passed by a unanimous vote
Proposal on the company’s plan to apply to financial institutions for special loans for Geely Industrial Park
On April 26, 2021, the proposal on accounting policy change of the Fifth Board of supervisors was adopted by a unanimous vote. On the day of the seventh meeting, the full text and text of the report of the first quarter of 2021 were adopted by a unanimous vote
The decision on by election of non employee representatives of the 5th board of supervisors of the company was adopted by unanimous vote
Proposal on supervisor candidates of the 5th board of supervisors on May 14, 2021
On the day of the 8th meeting, the proposal on convening an extraordinary general meeting of shareholders proposed by the board of directors was adopted by unanimous vote
Case
On June 2, 2021, the resolution on the election of the chairman of the Fifth Board of supervisors of the company was adopted unanimously
Proposal of the ninth meeting
The amendment to the company’s basic financial management system was adopted by a unanimous vote
Proposal of the 5th board of supervisors on August 24, 2021
The full text and summary of the 2021 semi annual report was adopted by unanimous vote at the 10th meeting
On September 6, 2021, the Fifth Board of supervisors passed the proposal on renewing the appointment of accounting firms by unanimous vote
Eleventh meeting
The report of the third quarter of 2021 issued by the Fifth Board of supervisors on October 28, 2021 was unanimously approved
On the day of the 12th meeting, the “on the company’s participation in capital increase to the finance company and related parties” was adopted by unanimous vote
Easy motion
2、 Opinions of the board of supervisors on relevant matters
During the reporting period, the board of supervisors of the company conscientiously performed its supervision and inspection functions, conducted necessary supervision and review on the company’s decision-making procedures and the performance of the duties of the company’s directors and senior managers, and comprehensively supervised the company’s legal operation, financial status, related party transactions, external guarantee, internal control and other aspects, giving better play to the role of the board of supervisors. The opinions on the relevant situation of the company during the reporting period are as follows:
(I) legal operation of the company
During the reporting period, the company’s supervisors attended all the board of directors and shareholders’ meetings according to law, and supervised the convening and convening procedures of relevant meetings, the decision-making of major matters, and the performance of directors and senior managers. The board of supervisors believes that the decision-making procedures of the company strictly comply with the relevant provisions of the company law, the articles of association and other laws, regulations and systems. The operation of the third board of directors is standardized, the decision-making is reasonable and the procedures are legal. The board of directors earnestly implements the resolutions of the general meeting of shareholders and faithfully performs the obligation of good faith. The directors and senior managers of the company perform their duties diligently and faithfully, strictly abide by relevant national laws and regulations and various systems of the company, and do not damage the interests of the company and shareholders.
（2） Check the company’s financial situation
The board of supervisors supervised and inspected the financial situation and financial management of the company in 2021, and made a careful and detailed audit. The board of supervisors believes that the company has sound financial system, standardized financial operation and good financial condition. At the same time, the board of supervisors believes that the standard and unqualified audit report of 2021 issued by China Securities Tiantong Certified Public Accountants (special general partnership) to the company truly, accurately and completely reflects the company’s financial situation and operating results in 2021, and there are no false records, misleading statements or major omissions.
(III) related party transactions of the company
The board of supervisors supervised and verified the related party transactions of the company during the reporting period. The board of supervisors believes that the related party transactions of the company comply with the provisions of the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, follow the principles of fairness, impartiality and marketization, the related directors avoid voting according to law when voting on the proposal, the transaction and decision-making procedures comply with the relevant provisions of relevant laws and regulations and the rules of Shenzhen Stock Exchange, and the transaction pricing is fair and reasonable, There will be no adverse impact on the company’s business activities and no damage to the interests of the company and shareholders.
(IV) external guarantee of the company
During the reporting period, the board of supervisors supervised and verified the performance of the company’s external guarantee and believed that the company’s external guarantee strictly followed the requirements of relevant laws and regulations and took practical measures to strictly control the risk of external guarantee. There is no illegal guarantee or damage to the interests of the company and small and medium-sized investors.
(V) self evaluation report on the company’s internal control
According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, the board of supervisors believes that the self-evaluation report on internal control in 2021 meets the requirements of national laws and regulations and the actual situation of the current company’s production and operation It has played a good role in controlling and preventing risks in all key links. The self-evaluation report on internal control in 2021 comprehensively, truly, accurately and objectively reflects the construction and operation of the company’s internal control. The board of supervisors has no objection to the above self-evaluation report.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to be responsible to all shareholders, faithfully and diligently issue duties, independently exercise functions and powers in accordance with national laws and regulations, the articles of association and the rules of procedure of the board of supervisors, attend the board of directors and shareholders’ meeting in accordance with the law, timely grasp the progress of major decision-making matters of the company and the legitimacy of various decision-making procedures, and adopt an objective, fair, realistic and pragmatic attitude, Fully support and cooperate with the work of shareholders and the board of directors. At the same time, the board of supervisors will actively and orderly carry out various supervision work, improve supervision efficiency, actively urge the construction and effective operation of the company’s internal control system, promote the standardized operation of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders.
Foshan Nationstar Optoelectronics Co.Ltd(002449) board of supervisors
March 22, 2022
