Guangzhou Haige Communications Group Incorporated Company(002465) : work report of the board of supervisors in 2021

Guangzhou Haige Communications Group Incorporated Company(002465)

Work report of the board of supervisors in 2021

The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.

In 2021, Guangzhou Haige Communications Group Incorporated Company(002465) the board of supervisors conscientiously performed and independently exercised the supervisory powers and duties of the board of supervisors in accordance with the relevant provisions of the company law and the articles of association. Members of the board of supervisors attended or attended all the general meetings of shareholders and the meetings of the board of directors in 2021, and effectively supervised the company's business activities, financial conditions, major decisions, the convening procedures of the general meeting of shareholders and the performance of duties of directors and senior managers, which better protected the interests of shareholders, the interests of the company and the legitimate rights and interests of employees, and promoted the standardized operation of the company. 1、 Meetings of the board of supervisors

In 2021, the board of supervisors of the company held five meetings, as follows:

1. The company organized and held the 10th meeting of the 5th board of supervisors on March 19, 2021, and deliberated and adopted the following proposals:

(1) Work report of the board of supervisors in 2020;

(2) Financial statement report of 2020;

(3) Self evaluation report on internal control in 2020;

(4) Proposal on 2020 profit distribution plan;

(5) 2020 annual report and summary;

(6) Proposal on reappointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2021;

(7) Special report on the deposit and actual use of raised funds in 2020;

(8) 2020 social responsibility report;

(9) Proposal on 2020 annual salary assessment and 2021 annual performance assessment objectives of the company's senior management;

(10) Proposal on using idle self owned funds to invest in low-risk short-term financial products; (11) Proposal on applying for comprehensive credit from banks in 2021;

(12) Proposal on daily connected transactions in 2021;

(13) Proposal on expected donation in 2021;

(14) Proposal on withdrawing provision for asset impairment;

(15) Proposal on formulating shareholder return plan for the next three years (20212023);

(16) Proposal on compliance with relevant laws and regulations by spin off of subsidiaries to GEM Listing;

(17) Proposal on the plan to spin off its subsidiary Xi'an Chida aircraft parts manufacturing Co., Ltd. to be listed on the gem;

(18) Plan for the spin off of its subsidiary Xi'an Chida aircraft parts manufacturing Co., Ltd. to be listed on the gem;

(19) Proposal on the compliance of the listing of spin off subsidiaries with the provisions on the pilot domestic listing of spin off subsidiaries of listed companies;

(20) Proposal on spin off of subsidiaries and listing on GEM is conducive to safeguarding the legitimate rights and interests of shareholders and creditors;

(21) proposal on the company's ability to maintain independence and sustainable operation;

(22) proposal on Xi'an Chida aircraft parts manufacturing Co., Ltd. having corresponding standardized operation ability;

(23) proposal on the completeness and compliance of the legal procedures for the performance of the spin off and the effectiveness of the legal documents submitted;

(24) proposal on the purpose, commercial rationality, necessity and feasibility analysis of the spin off. The resolutions of this meeting were published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on March 20, 2021 Come on.

2. The company organized and held the 11th meeting of the 5th board of supervisors on April 23, 2021, and deliberated and adopted the following proposals:

(1) Proposal on changes in accounting estimates of the company;

(2) Proposal on the change of accounting policies of the company;

(3) Full text and text of the first quarter report of 2021.

The resolutions of this meeting were published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo.com.cn on April 24, 2021 Come on.

3. The company organized and held the 12th meeting of the 5th board of supervisors on July 14, 2021, and deliberated and adopted the following proposals:

(1) Proposal on Amending the rules of procedure of the board of supervisors.

The resolutions of this meeting were published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on July 15, 2021 Come on.

4. The company organized and held the 13th meeting of the 5th board of supervisors on August 19, 2021, and deliberated and adopted the following proposals:

(1) Full text and summary of 2021 semi annual report;

(2) Special report on the deposit and use of raised funds in the half year of 2021.

The resolutions of this meeting were published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on August 21, 2021 Come on.

5. The company organized and held the 14th meeting of the 5th board of supervisors on October 26, 2021, and deliberated and adopted the following proposals:

(1) Proposal on the third quarter report of the company in 2021.

The resolutions of this meeting were published in China Securities Journal, securities times, Securities Daily, Shanghai Securities News and cninfo (www.cn. Info. Com. CN.) on October 27, 2021 Come on. 2、 Independent opinions of the board of supervisors on relevant matters

In 2021, in accordance with the provisions of the company law, the securities law, other laws, regulations, rules and the articles of association, all members of the board of supervisors of the company, in the spirit of being responsible to all shareholders, earnestly performed the functions and powers conferred by relevant laws and regulations, actively and effectively carried out work, supervised, inspected and reviewed the operation of the company according to law and the performance of duties of directors and senior managers of the company, and believed that:

(I) legal operation of the company

In 2021, the members of the board of supervisors attended 10 meetings of the board of directors and 2 general meetings of shareholders. It has supervised and inspected the convening procedures and resolutions of the board of directors and the general meeting of shareholders, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the performance of duties of directors, managers and senior managers.

The board of supervisors believes that the company operates in strict accordance with relevant laws, regulations and the articles of association, and has established a relatively perfect internal control system and can be effectively implemented; III. The operation of the board of directors is standardized, the decision-making is reasonable and the procedure is legal; The directors and senior managers of the company performed their duties with due diligence, loyalty and diligence, and better completed various tasks formulated at the beginning of the year. There was no violation of relevant laws and regulations and the articles of association or damage to the interests of the company. (II) check the financial situation of the company

The board of supervisors supervised and inspected the financial situation of the company in 2021 and reviewed the quarterly, semi annual and annual financial reports submitted by the board of directors during the year.

The board of supervisors believes that the company has strengthened financial management and economic accounting in strict accordance with the accounting law, accounting standards for business enterprises and other relevant provisions, strictly implemented various internal control systems, improved internal control system, standardized financial operation and good financial condition. The financial report of the company was audited by Lixin Certified Public Accountants (special general partnership) with securities business qualification, and an unqualified audit report was issued, which truly reflected the operating results and cash flow of the company in 2021.

(III) check the use of the company's raised funds

In 2021, the board of supervisors supervised and inspected the use of the company's raised funds.

The board of supervisors believes that the management of the company's raised funds can be carried out in strict accordance with the provisions and requirements of the measures for the administration of the use of raised funds, the actual use of the raised funds is legal and compliant, and no violations of relevant laws and regulations and acts detrimental to the interests of shareholders are found. There is no disguised change in the use of the raised funds this year, and the amount and use period of the funds involved do not affect the normal progress of the investment plan of the raised funds, which is in line with the interests of the company and all shareholders.

The special report on the deposit and use of raised funds in 2021 prepared by the board of directors complies with the provisions of the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and relevant format guidelines, and truthfully reflects the use of raised funds of the company as of December 31, 2021 in all major aspects.

(IV) review of acquisition and sale of assets

Through the verification of the company's transactions in 2021, the transaction price of the company's acquisition of equity and other matters is reasonable, there is no insider trading, does not damage the rights and interests of the company and minority shareholders or cause the loss of the company's assets.

(V) check the related party transactions and external guarantees of the company

The board of supervisors reviewed the related party transactions of the company. 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, the articles of association and relevant systems of the company. According to the actual needs of the company, the pricing is based on the principles of mutual benefit, equal compensation and fair market price. The price is fair and does not violate the principles of openness, fairness and impartiality, There is no situation that damages the interests of the company and minority shareholders.

The board of supervisors reviewed the performance of the company's external guarantee. The board of supervisors believed that the company strictly followed the requirements of relevant laws and regulations and took practical measures to strictly control the risk of external guarantee. The company does not have any illegal guarantee, nor does it damage the interests of the company, especially the interests of small and medium-sized investors.

(VI) check the internal control of the company

The board of supervisors believes that the company has established a relatively perfect internal control system. The company's existing internal control system meets the requirements of national laws and regulations, meets the needs of the current actual production and operation situation of the company, has been effectively implemented in the company's operation and management, and has played a better control and prevention role in all processes and links of the company's operation. The company's self-evaluation report on internal control in 2021 truly and completely reflects the current situation of the establishment, improvement and implementation of the company's internal control system, and the overall evaluation of internal control is objective and accurate. (VII) information disclosure management

During the reporting period, the board of supervisors checked the information disclosure of the company, and the information disclosure of the company met the relevant provisions of laws and regulations such as the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and so on. The company's information disclosure is true, accurate, timely and complete, which can effectively protect the right to know of investors, especially small and medium-sized shareholders. 3、 Opinions of the board of supervisors on the establishment and implementation of insider information management system of the company

In 2021, the board of supervisors regularly inspected the files of insiders and supervised the information disclosure of major events. The board of supervisors believes that the company can do a good job in the management and registration of insider information in accordance with the requirements of the registration and filing system of insider information insiders and the investor relations management system, effectively prevent the occurrence of violations such as abuse of the right to know, disclosure of insider information and insider trading, and protect the legitimate rights and interests of the majority of investors.

In 2021, no insider trading was found by relevant personnel using insider information.

In 2022, the members of the board of supervisors of the company will earnestly perform their supervisory duties, supervise and urge the standardized operation of the company, safeguard the interests of the company's shareholders and the majority of small and medium-sized investors, and promote the sustainable and healthy development of the company!

Guangzhou Haige Communications Group Incorporated Company(002465) board of supervisors

March 24, 2022