Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) (hereinafter referred to as the “company”) strictly followed the securities law, the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws and regulations, as well as the relevant provisions of the articles of association and the rules of procedure of the board of supervisors, Conscientiously performed various powers and obligations conferred by laws and regulations. Members of the board of supervisors attended the general meeting of shareholders of the company, attended the meeting of the board of directors as nonvoting delegates, supervised the decision-making procedures and compliance of various major matters of the company, reviewed the company’s financial status and the preparation of financial reports, supervised the performance of directors and senior managers, and effectively gave full play to the functions of the board of supervisors.
The main work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors of the company held four meetings, and the convening, convening and voting procedures of the meeting were in line with the relevant provisions of the company law and the articles of association. The details are as follows:
No. meeting date and resolution content
(1) The proposal on the financial report of the company for the last three years and the financial final report of the second supervisor in 2020 was deliberated and adopted
1. On March 13, 2021, the fourth session of the board of supervisors (2) deliberated and adopted the proposal on the work report of the board of supervisors in 2020 (3) deliberated and adopted the proposal on the employment of the company’s financial audit institution in 2021
The second session of the board of supervisors (1) deliberated and approved the “on using the raised funds to replace the raised investment items in advance”
The fifth meeting of the board of directors and the proposal on self financing of paid issuance expenses
2 2021 / 9 / 5 (2) deliberated and adopted the regulations on using some idle raised funds for cash management
Deliberative resolution
Reasonable proposal
The second Supervisor
3. On October 26, 2021 (1), the sixth session of the board of directors deliberated and adopted the proposal on the third quarter report of 2021
Deliberative resolution
(1) Deliberated and adopted the “on using some over raised funds to acquire Dongguan Junda”
Proposal on 15.00% equity of touch technology Co., Ltd. by the second Supervisor
4. The seventh meeting of the board of directors on November 9, 2021 (2) deliberated and adopted the regulations on joint investment and establishment of joint ventures with related parties
Resolution on connected transactions
(3) Deliberated and passed the proposal on changes in accounting estimates
2、 Review opinions of the board of supervisors on relevant matters
(I) 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 company operates in strict accordance with relevant laws and regulations and the articles of Association; The operation of the general meeting of shareholders and the board of directors of the company is standardized, the decision-making procedures are legal and compliant, and the contents of resolutions are legal and effective. The directors and senior managers of the company can perform their duties strictly according to law, do not violate relevant laws and regulations and the relevant provisions of the articles of association, and do not harm the interests of the company and shareholders.
(II) check the company’s financial situation
The board of supervisors reviewed the financial status and financial management of the company during the reporting period. The board of supervisors believed that the company had sound financial system, sound internal control mechanism and good financial status. The financial report truthfully and objectively reflects the company’s financial situation and operating results, and the content of the report does not contain any false records, misleading statements or major omissions. (III) use of funds raised by the company
The board of supervisors inspected the use and management of the company’s raised funds in 2021. The board of supervisors believed that the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the raised funds management system, and there was no illegal use of the raised funds.
(IV) acquisition and sale of assets by the company
During the reporting period, the company acquired 61.75% of the equity of DAHAO Technology (Dongguan) Co., Ltd. (formerly Dongguan Junda Touch Technology Co., Ltd.), formed a controlling interest in it and included it in the consolidated statements. After verification, the board of supervisors believes that the above acquisition transaction price is fair, there is no insider trading, no damage to shareholders’ rights and interests or loss of assets of the company.
(V) related party transactions
The board of supervisors checked the related party transactions of the company in 2021. The board of supervisors held that the decision-making procedures of the related party transactions of the company comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and other shareholders.
(VI) internal control of the company
The board of supervisors inspected the company’s internal control in 2021. The board of supervisors believed that the company has established a relatively perfect internal control system and can be effectively implemented, which ensures the orderly and effective development of the company’s business activities. The evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. The board of supervisors has no objection to the internal control self-evaluation report issued by the board of directors.
(VII) establishment and implementation of insider information management system by the company
During the reporting period, the directors, supervisors, senior managers and other relevant insiders of the company strictly complied with the management system for the registration of insiders, and no insider was found to use the insider information to buy and sell the shares of the company.
(VIII) relevant information of the company’s information disclosure management system
The board of supervisors supervised and inspected the implementation of the company’s information disclosure management system in 2021. The board of supervisors believed that during the reporting period, the company’s information disclosure management system met the relevant national laws, regulations and regulatory requirements and could ensure that the company’s information disclosure was true, accurate, complete, timely and orderly.
The operation and operation of the company in 2021 met the requirements of laws and regulations. The directors and management of the company scrupulously performed their duties in the performance of their duties and did not violate laws, regulations, the articles of association or damage the interests of the company, shareholders and employees. In the company’s major business activities this year, no damage to shareholders’ rights and interests or loss of company assets was found.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors will continue to faithfully perform its duties, give full play to its effective supervision function and promote the standardized operation of the company in strict accordance with laws and regulations such as the securities law, the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, as well as the relevant provisions of the articles of association and the rules of procedure of the board of supervisors. We will fulfill our duties, adhere to principles, be diligent and rigorous, and safeguard the interests of the company and shareholders’ rights and interests.
It is hereby reported.
Shenzhen Xinhao Photoelectricity Technology Co.Ltd(301051) board of supervisors
March 25, 2022
