Emtek (Shenzhen) Co.Ltd(300938)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Emtek (Shenzhen) Co.Ltd(300938) (hereinafter referred to as “the company”) strictly followed the requirements of 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 other laws, regulations and normative documents, as well as the provisions of the articles of association and the rules of procedure of the board of supervisors, and in the spirit of being responsible to all shareholders, Independently exercised its functions and powers according to law, 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. The work of the board of supervisors in 2021 is reported as follows:
1、 Daily work of the board of supervisors in 2021
In 2021, the board of supervisors of the company held 9 meetings of the board of supervisors. The convening, convening and voting procedures of the meeting of the board of supervisors comply with the relevant provisions of 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:
No. date of the meeting and matters to be considered
1. Proposal on changing the registered capital and company type of the company
2. Proposal on Amending the articles of Association
The 8th meeting of the 3rd board of supervisors on the use of some idle raised funds on January 29, 2021
Proposal on financial management
4. Proposal on permanent replenishment of working capital with part of over raised funds
1. Proposal on using some idle raised funds and self owned funds for cash management
The 9th meeting of the 3rd board of supervisors on replacing pre invested funds with raised funds February 3, 2021
Proposal on self financing of investment projects and paid issuance expenses
1 work report of the board of supervisors of the company in 2020 2 final financial statement report of the company in 2020 and financial budget report in 2021
3. Proposal on profit distribution of the company in 2020
4 proposal on the remuneration of supervisors in 2020
Proposal on reappointment of Lixin Certified Public Accountants (general partnership of the 10th meeting of special 3) as the company’s audit institution in 2021 (2020) (April 27, 2021)
(6) proposal on the company’s 2020 annual report and its summary
7. Self evaluation report on internal control of the company in 2020
8. Proposal on changes of accounting policies
9. Proposal on the company’s report for the first quarter of 2021
Proposal of the 3rd board of supervisors on the company’s application for credit extension from the bank and the guarantor provided by the actual controller at the 11th meeting on June 18, 2021
1. Proposal on the company’s 2021 semi annual report and its summary
Proposal on the special report on the release and use of the company’s raised funds in the half year of 2021 at the 12th meeting on August 17, 2021, 2 of the third session of the board of supervisors
3. Proposal on preventing major shareholders and related parties from occupying the company’s fund management system
Proposal on temporary replenishment of working capital by using idle raised funds at the 13th meeting of the third board of supervisors on September 15, 2021
Proposal on the plan (Draft) of the 14th meeting of the company’s restricted stock incentive 7 in 2021 on September 26, 2021 and its summary
2 proposal on formulating the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021 3 proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021
On October 27, 2021, the third session of the board of supervisors proposed the 15th meeting of the 8th meeting on the third quarter report of the company in 2021
day
Proposal on granting restricted shares 9 to incentive objects for the first time at the 16th meeting of the third board of supervisors on October 28, 2021
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In strict accordance with relevant laws, regulations and the articles of association, the board of supervisors of the company attended all meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, supervised the proposals and meeting procedures deliberated by each meeting of the board of directors and the general meeting of shareholders according to law, and carefully supervised and inspected the operation of the company according to law, the financial situation of the company, and the performance of the board of directors and management, so as to ensure the standardization of the operation and management behavior of the company.
2、 Special opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, the board of supervisors of the company conscientiously 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, in order to effectively safeguard the interests of the company and the rights and interests of the majority of small and medium-sized investors, and carried out the legal operation, financial status, deposit, management and use of raised funds, related party transactions, external guarantee, internal control, equity incentive Conduct comprehensive supervision on regular reports, information disclosure and other aspects. According to the inspection results, give the following special opinions on the relevant situation of the company during the reporting period: 1. The operation of the company according to law
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 behavior 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 provisions of relevant laws and regulations such as the company law, the GEM Listing Rules, the guidelines for self regulatory supervision of listed companies No. 2 – standardized operation of GEM listed companies and 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 that the managers of the general meeting of shareholders had 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 annual financial report, semi annual report and other documents submitted by the board of directors, understood the business and financial situation of the company, and believed that the company’s financial situation and operating results were good, the internal control system of Finance and accounting was basically sound, there were no major omissions and false records in 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. Storage, management and use of raised funds of the company
In 2021, the board of supervisors effectively supervised and verified the storage, management and use of the company’s raised funds, and believed that the special report on the storage and use of raised funds in 2021 prepared by the board of directors of the company was true, accurate and complete, and truthfully reflected the storage and use of the company’s raised funds in 2021. The company managed and used the raised funds in strict accordance with the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other laws and regulations, normative documents and the company’s raised funds management system, and performed the relevant information disclosure obligations in a true, accurate, complete, timely and fair manner, There is no illegal use of the raised funds, and there is no violation of laws and regulations and damage to the interests of the company and shareholders.
4. Related party transactions, external guarantees and funds occupied by actual controllers and major shareholders of the company
According to the company’s business development plan in 2021, in order to meet the needs of working capital, the company applied to the cooperative bank China Merchants Bank Co.Ltd(600036) for a comprehensive credit line of no more than (including) RMB 100 million in 2021 to meet the financing needs of the company’s future business development. As the guarantor, Mr. LV Jiezhong, the actual controller of the company, provides joint and several liability guarantee for the company’s application for credit from the bank. This related party transaction is conducive to supporting the development of the company, does not harm the interests of minority shareholders, and will not have an adverse impact on the operation of the company. In 2021, there was no actual controller or major shareholder occupying the company’s funds.
5. Internal control 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 and operation 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.
6. Equity incentive of the company
In 2021, the company implemented a restricted stock incentive plan. The board of supervisors held that the contents of the equity incentive plan comply with the provisions of the company law, the securities law, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws, regulations and normative documents, as well as the articles of association.
