Beijing Supermap Software Co.Ltd(300036)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of the company exercised their functions and powers independently in strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, and the provisions of the articles of association and the rules of procedure of the board of supervisors, in the spirit of being responsible to all shareholders, Conscientiously performed various functions and obligations of the board of supervisors, promoted the standardized operation of the company, and safeguarded the legitimate rights and interests of the company, shareholders and employees. The board of supervisors understood and supervised the company’s business activities, financial status, major decisions and the implementation of resolutions of the general meeting of shareholders, and supervised and inspected the performance of duties of the board of directors and senior managers of the company, so as to promote the standardized operation of the company.
1、 Meetings of the board of supervisors during the reporting period
During the reporting period, the board of supervisors of the company held five meetings of the board of supervisors. All supervisors attended the meeting in person without objection or waiver. The specific contents of the meeting are as follows:
Conference content query index at the session of the conference
Work report of the board of supervisors in 2020
Full text of 2020 annual report and its abstract
Audited financial report for 2020
The fifth supervisor’s 2021 annual financial statement report 2020, the second meeting of CNAC, March 23, the company’s 2020 annual internal control self-evaluation report, and the online discussion on the 2020 profit distribution plan
Proposal on using temporarily idle self owned funds for cash management
Proposal on re employment of accounting firm
Proposal on changes in accounting policies
The fifth supervisor in 2021
The full text of the report of the first quarter of 2021 on April 25 of the third meeting of the board of directors – Discussion
Full text of 2021 semi annual report and its abstract
On August 5, 2021, the 5th board of supervisors issued the proposal on by election of supervisors of the 5th board of supervisors of the company, the proposal on using raised funds to replace self raised funds invested in raised investment projects in advance, and the proposal on using temporarily idle raised funds and self owned funds
Proposal on cash management
Proposal on the election of the chairman of the 5th board of supervisors
The proposal on adjusting the exercise price of stock option incentive plan issued by the 5th supervisor on August 2021 and the proposal on Canceling Part of the stock options granted by the company’s 2019 stock option incentive plan issued by cninfo on August 31, 2021
On the second exercise period of the company’s 2019 stock option incentive plan
Proposal on exercise of rights
The sixth meeting of the Fifth Board of supervisors in 2021, the full text of the third quarter report of 2021, October 25, online discussion day
2、 Special opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company earnestly performed the functions of the board of supervisors in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, articles of association and other relevant provisions, and earnestly safeguarded the interests of the company and the rights and interests of small and medium-sized investors, and comprehensively supervised the legal operation, financial status, related party transactions, external guarantee, internal control, information disclosure and other aspects of the company, According to the inspection results, the following special opinions on the relevant situation of the company during the reporting period are issued:
(1) Legal operation of the company
In 2021, the members of the board of supervisors attended all the meetings of the board of directors and shareholders held by the company as nonvoting delegates, strictly supervised the convening procedures, decision-making procedures, resolutions and the implementation of resolutions of relevant meetings in accordance with the company law, rules of procedure of the board of supervisors and other relevant provisions, and supervised and inspected the acts of directors and senior managers in performing their duties of the company. The board of supervisors believes that the company operates in accordance with the law, the decision-making procedures comply with the company law, the GEM Listing Rules, the guidelines for the standardized operation of GEM listed companies and other relevant laws and regulations, as well as the articles of association, and the company’s internal control has been further improved; The general meeting of shareholders and the meeting of the board of directors are convened and held in accordance with the procedures specified in relevant laws, regulations and the articles of association, and the contents of relevant resolutions are legal and effective. The members of the board of directors and senior managers of the company can faithfully perform their duties in accordance with relevant national laws, regulations and the articles of association. The board of directors fully implemented the resolutions of the general meeting of shareholders, and the senior managers earnestly implemented the resolutions of the board of directors. During the reporting period, no directors and senior managers of the company were found to have violated laws, regulations, the articles of association and harmed the interests of the company and shareholders when performing their duties and exercising their powers.
(2) Financial situation of the company
The board of supervisors reviewed the financial annual report, semi annual report, quarterly report and other documents submitted by the board of directors, understood the business and financial situation of the joint-stock and holding subsidiaries, and considered that the company’s financial situation and operating results were good, the internal control system of financial accounting was basically sound, there were no major omissions and false records in the accounting, strictly implemented the accounting law, accounting standards for business enterprises and other laws and regulations, and found no violations of rules and disciplines. The preparation and review procedures of the company’s periodic reports comply with the provisions of laws, regulations, the articles of association and the company’s internal management system. The financial reports truly and fairly reflect the company’s financial status and operating results. The audit institution has issued an unqualified annual audit report on the company’s annual financial report, which truly and objectively reflects the company’s financial situation and operating results.
(3) Related party transactions, external guarantees and funds occupied by actual controllers and major shareholders of the company
The company did not have any major related party transactions in 2021. The daily related party transactions were conducted in an open, fair and impartial manner in accordance with the principle of market competition. There were no internal transactions and no acts damaging the interests of the company and all shareholders.
In 2021, there was no external guarantee, debt restructuring, non monetary transactions and asset replacement, and there were no other situations that damaged the interests of the company’s shareholders or caused the loss of the company’s assets.
In 2021, there was no actual controller or major shareholder occupying the company’s funds.
(4) Internal control construction of the company
During the reporting period, the board of supervisors timely tracked the implementation process of the company’s internal control system construction and supervised the board of directors to issue the internal control self-evaluation report.
After review, the board of supervisors believes that the company has established a relatively perfect internal control system in accordance with the requirements of relevant laws, regulations and normative documents and the actual needs of the company’s production, operation and management. The company has set up relevant institutions and allocated sufficient personnel, and the relevant internal control system has been effectively implemented.
The company’s corporate governance, business management, financial management, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control system, and all links of business activities are reasonably controlled to ensure the orderly and effective development of the company’s business activities, effectively control business risks and safeguard the interests of the company and shareholders.
The self-evaluation report on internal control in 2021 issued by the board of directors of the company truly and objectively reflects the construction and operation of its internal control system.
(5) Give verification opinions on the company’s periodic reports
The board of supervisors believes that the procedures for the preparation and deliberation of annual reports, quarterly reports and semi annual reports by the board of directors comply with laws, administrative regulations, the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. 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.
(6) Equity incentive of the company
The board of supervisors carefully reviewed the company’s adjustment of the exercise price of the stock option incentive plan, cancellation of some stock options granted by the company’s 2019 stock option incentive plan and the exercisable items in the second exercise period of the company’s 2019 stock option incentive plan, and considered that:
The adjustment of the exercise price of the 2019 stock option incentive plan complies with the administrative measures for equity incentive of listed companies and other laws and regulations, normative documents and the relevant provisions of the company’s 2019 stock option incentive plan (Draft). There is no situation that damages the interests of the company and all shareholders. We agree to adjust the exercise price of the stock option incentive plan this time.
The cancellation complies with the administrative measures for equity incentive of listed companies and other laws and regulations, normative documents and the relevant provisions of the company’s 2019 stock option incentive plan (Draft), and agrees to cancel some stock options granted by the company’s 2019 stock option incentive plan.
The exercise qualification of 283 incentive objects is legal and valid, and meets the exercise conditions of the second exercise period of the company’s 2019 stock option incentive plan. This exercise arrangement (including exercise period, exercise conditions, exercise price and other matters) complies with the relevant provisions of relevant laws, regulations and normative documents. Agree that the incentive objects meeting the exercise conditions shall exercise their rights in a unified way within the specified exercise period.
(7) Information disclosure management of the company
The board of supervisors of the company inspected the system and implementation of the company’s information disclosure affairs during the reporting period and believed that the company strictly implemented the system related to the information disclosure affairs during the reporting period, the information disclosure was timely, accurate and complete, and there were no false records, misleading statements or major omissions. In terms of insider information management, the company complies with relevant laws and regulations, and has carried out timely insider registration on the basis of controlling the scope of insiders as far as possible. During the reporting period, there was no illegal stock trading by using insider information, nor was it investigated, punished and rectified by the regulatory department due to insider trading.
Beijing Supermap Software Co.Ltd(300036) board of supervisors
March 23, 2022
