Beijing Oriental Jicheng Co.Ltd(002819)
Work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company earnestly performed all rights and obligations conferred by laws and regulations in accordance with the company law, securities law, rules of procedure of the board of supervisors and the articles of association. A total of 11 meetings of the board of supervisors were held this year. Members of the board of supervisors attended or attended all previous meetings of the board of directors and shareholders, effectively supervised the company’s production and operation, major events, financial status and the performance of directors and senior managers, better protected the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees, and promoted the standardized operation of the company. The performance of the board of supervisors during the reporting period is reported as follows:
1、 Meetings of the board of supervisors
1. The 26th meeting of the 4th board of supervisors was held on February 23, 2021, The proposal on the compliance of the company’s issuance of shares to purchase assets and raise matching funds with the conditions specified in relevant laws and regulations, the proposal on the adjustment of the company’s issuance of shares to purchase assets and raise matching funds and related party transactions that does not constitute a major adjustment, and the proposal on the company’s issuance of shares to purchase assets and raise matching funds and related party transactions were reviewed and approved Proposal on the company issuing shares to purchase assets and raising matching funds to form related party transactions, proposal on the company issuing shares to purchase assets and raising matching funds and related party transactions to form major asset restructuring, proposal on Beijing Oriental Jicheng Co.Ltd(002819) issuing shares to purchase assets and raising matching funds and related party transactions report (draft) and its summary The proposal on signing the supplementary agreement of the agreement on issuing shares to purchase assets with the counterparty, the proposal on signing the supplementary agreement of the performance commitment and compensation agreement with the counterparty, and the proposal on issuing shares to purchase assets and raising supporting funds and related party transactions in compliance with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies Proposal on the issue of shares to purchase assets and raise matching funds and related party transactions meeting the provisions of Articles 11 and 43 of the administrative measures for major asset restructuring of listed companies; proposal on the issue of shares to purchase assets and raise matching funds and related party transactions not constituting the reorganization and listing specified in Article 13 of the administrative measures for major asset restructuring of listed companies The proposal that the relevant entities of this transaction are not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of listed companies, and the proposal on whether the fluctuation of the company’s stock price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties Proposal on the completeness and compliance of the legal procedures for the issuance of shares to purchase assets and raise supporting funds and related party transactions and the effectiveness of the legal documents submitted; proposal on the audit report, review report and evaluation report related to the issuance of shares to purchase assets and raise supporting funds and related party transactions The proposal on the independence of the evaluation institution, the rationality of the evaluation assumptions, the correlation between the evaluation methods and the evaluation purpose, and the fairness of the evaluation pricing, the proposal on the impact of diluting the immediate return of this transaction and the filling measures taken by the company, the proposal on Beijing Oriental Jicheng Co.Ltd(002819) verification report on the use of the previously raised funds, and the proposal on Beijing Oriental Jicheng Co.Ltd(002819) shareholder return planning for the next three years (20212023) Proposal on employing securities service institutions related to this transaction, proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to this transaction, proposal on proposed investment in Beijing Dongzhou Technology Co., Ltd.
2. The 27th meeting of the 4th board of supervisors was held on March 23, 2021, which deliberated and adopted the proposal on the company’s 2020 annual report of the board of supervisors, the proposal on the company’s 2020 annual report and its summary, the proposal on the company’s 2020 financial final account report, and the proposal on the company’s 2020 annual profit distribution plan Proposal on the company’s 2020 annual internal control self-evaluation report Proposal on the special report of the board of directors on the deposit and actual use of raised funds in 2020, proposal on the expected daily connected transactions of the company in 2021, proposal on the renewal of the employment of accounting firms, proposal on the remuneration of directors, supervisors and senior managers of the company in 2020, and special explanation on the realization of the performance commitment of the company to issue shares and pay cash to purchase assets Proposal on the company’s application for credit line from the bank in 2020, proposal on using its own funds to purchase financial products, proposal on dongke factoring, the holding subsidiary of the company, accepting financial assistance and related party transactions.
3. The 28th meeting of the 4th board of supervisors was held on April 28, 2021, The proposal on the full text and text of the first quarter report of 2021, the proposal on adjusting the grant price of restricted shares reserved for grant under the restricted stock incentive plan in 2018, the proposal on repurchase and cancellation of some restricted shares, the proposal on matters related to the reserved grant of stock options and restricted stock incentive plan in 2020 and the proposal on changes in accounting policies were reviewed and approved. 4. The 29th meeting of the Fourth Board of supervisors was held on June 11, 2021, and the proposal on joint investment and related party transactions between the company and professional institutions was considered and adopted.
5. The proposal of the 30th session of the board of supervisors on the election of non employee representatives of the company held on June 25, 2021 was adopted.
6. The first meeting of the 5th board of supervisors was held on July 12, 2021, and the proposal on electing the chairman of the 5th board of supervisors and the proposal on Exempting the notice time limit of the current board of supervisors were considered and adopted.
7. The second meeting of the Fifth Board of supervisors was held on July 26, 2021, and the proposal on updating the audit report and review report related to the issuance of shares to purchase assets and the raising of supporting funds and related party transactions was considered and adopted.
8. The third meeting of the Fifth Board of supervisors was held on August 27, 2021, which deliberated and adopted the full text and summary of the semi annual report of 2021, the special report of the board of directors on the deposit and use of the raised funds in the semi annual report of 2021, and the proposal on closing the raised investment projects related to the initial public offering and canceling the special account for the raised funds.
9. The fourth meeting of the Fifth Board of supervisors was held on October 29, 2021, which considered and approved the proposal on the company’s third quarter report in 2021 and the proposal on adjusting the incentive plan for stock options and restricted stocks in 2020.
10. On November 19, 2021, the fifth meeting of the Fifth Board of supervisors was held to consider and approve the proposal on replacing self raised funds with raised funds to pay intermediary fees in advance, and the proposal on the achievement of the second lifting of restrictions on restricted shares granted for the first time in 2018 and the first lifting of restrictions on restricted shares reserved for grant.
11. On December 20, 2021, the sixth meeting of the Fifth Board of supervisors was held, which deliberated and adopted the proposal on adjusting the equity repurchase price granted by the 2018 restricted stock incentive plan, the proposal on repurchase and cancellation of some restricted shares of the company’s 2018 restricted stock incentive plan, the proposal on adjusting the amount of using its own funds to purchase financial products, and the proposal on providing guarantee to holding subsidiaries.
The contents of the above relevant meetings have been disclosed in accordance with relevant requirements.
2、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
The members of the board of supervisors of the company scrupulously and diligently supervise the operation of the company, actively participate in the general meeting of shareholders, attend the meetings of the board of directors as nonvoting delegates, and supervise the company’s decision-making procedures, the establishment and implementation of internal control system, the performance of directors and senior managers and other related matters. The board of supervisors of the company believes that during the reporting period, the company’s decision-making procedures complied with the company law, securities law and other laws and regulations, as well as the relevant provisions of the articles of Association; The company has established a relatively perfect internal control system, and the directors and senior managers of the company do not violate laws, regulations, articles of association or damage the interests of the company when performing their duties.
2. Check the company’s financial situation
The board of supervisors shall carefully supervise and inspect the company’s financial system and financial situation. The board of supervisors held that during the reporting period, the company strictly implemented the accounting standards for business enterprises, the company’s financial system was sound, the financial operation was standardized, the financial situation was good, the accounting was free of major omissions and false records, and the financial report truly and objectively reflected the company’s financial situation and operating results. 3. Deposit and use of raised funds
During the reporting period, the company did not change the project of raising funds. The company has made special account storage and special use of the raised funds, and the actual investment projects are consistent with the promised investment projects. There is no case of changing the purpose of the raised funds in a disguised manner and damaging the interests of shareholders, and there is no case of illegal use of the raised funds.
4. Related party transactions
During the reporting period, the board of supervisors considered the expected events of daily related party transactions with specific objects and expressed its opinions that the decision-making procedures are legal and compliant, the transaction pricing reflects the principle of fairness and fairness, and there is no situation that damages the interests of the company and minority shareholders.
The board of supervisors checked the related party transactions in 2021 and found that during the reporting period, the decision-making procedures of the company’s related party transactions were legal and compliant, the transaction pricing reflected the principle of fairness and fairness, and there was no situation damaging the interests of the company and minority shareholders.
5. Opinions on self-evaluation of the company’s internal control
The board of supervisors reviewed the self-evaluation report of the board of directors on the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and believed that the company has established a relatively perfect internal control system and can be effectively implemented in daily operation and enterprise management. Various internal and external risks have been effectively controlled, and the company has no major adverse events in internal control during the reporting period. The company’s existing internal control system meets the requirements of relevant laws, regulations and rules. The self-evaluation report of the company’s internal control truly and objectively reflects the actual situation of the construction and operation of the company’s internal control system.
6. Establishment and implementation of insider information management system by the company
The company strictly abides by the relevant provisions of insider information management, and can implement relevant procedures in strict accordance with its requirements in the process of information disclosure, so that the insider information is kept confidential, the management is in place, the information is disclosed fairly, there is no insider information trading, and the rights of investors to obtain the company’s information equally and fairly are safeguarded.
Beijing Oriental Jicheng Co.Ltd(002819) board of supervisors March 28, 2002
