Jiangsu Gian Technology Co.Ltd(300709)
2021 annual work report of the board of supervisors
In 2021, the board of supervisors of Jiangsu Gian Technology Co.Ltd(300709) (hereinafter referred to as “the company”) strictly complied with the provisions of the securities law, the company law, the articles of association and other laws, regulations and normative documents, performed its duties in good faith, diligently and faithfully, took the best interests of the company and shareholders as the code of conduct, attended the general meeting of shareholders, attended the meeting of the board of directors as nonvoting delegates, reviewed the financial status of the company and the periodic reports of the company, Supervise the performance of the company’s directors and senior managers in the performance of their duties, and supervise the decision-making procedures and compliance of various major matters of the company, thus effectively giving full play to the functions of the board of supervisors. The report is as follows:
1、 Evaluation of the company’s operation and management in 2021
During the reporting period, the board of supervisors earnestly performed its duties in strict accordance with the requirements of laws and regulations such as the company law, the securities law, the guidelines for the governance of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, as well as the requirements of the articles of association and the rules of procedure of the board of supervisors. In 2021, the members of the board of supervisors of the company attended all the meetings of the board of directors as nonvoting delegates and believed that the board of directors of the company conscientiously implemented the resolutions of the general meeting of shareholders, performed its duties diligently, and did not harm the interests of the company and shareholders. The resolutions of the board of directors met the provisions of the company law, the securities law and other laws and regulations, as well as the requirements of the articles of association and other rules and regulations. The board of supervisors of the company believes that the senior managers of the company have seriously implemented the resolutions of the board of directors and have no violations.
2、 Work of the board of supervisors during the reporting period
During the reporting period, the board of supervisors held 11 meetings of the board of supervisors and completed the general election of the board of supervisors in accordance with the provisions of the securities law, the company law and other laws and regulations and the requirements of the articles of association and other relevant systems. Among them, the second board of supervisors held 6 meetings and the third board of supervisors held 5 meetings. The supervisors carefully considered the proposal and effectively played the supervisory role of the board of supervisors. The details are as follows:
On January 13, 2021, the company held the 26th meeting of the second board of supervisors, deliberated and passed the proposal on granting 2021 stock options and restricted shares to incentive objects for the first time.
On January 26, 2021, the company held the 27th meeting of the second board of supervisors, deliberated and adopted the proposal on proposed foreign investment.
On February 4, 2021, the company held the 28th meeting of the second board of supervisors, deliberated and passed the proposal on purchasing 60% equity of Shenzhen antxin Technology Co., Ltd. and the proposal on purchasing real estate.
On April 19, 2021, the company held the 29th meeting of the second board of supervisors, deliberated and passed the proposal on the 2020 annual work report of the board of supervisors, the proposal on the 2020 annual financial statement report of the company, the proposal on the 2020 annual report and summary of the company, the proposal on the 2020 annual profit distribution plan of the company The proposal on confirming the remuneration of the company’s supervisors in 2020 and the remuneration scheme of the company’s supervisors in 2021, the proposal on the self-evaluation report of the company’s internal control in 2020, the proposal on the proposed signing of a procurement agreement, the proposal on the special report on the deposit and use of raised funds in 2020, the proposal on the company’s proposed renewal of the appointment of an accounting firm The proposal on the change of the company’s accounting policies, the proposal on repurchasing and canceling the restricted shares granted to some incentive objects but not yet lifted, the proposal on increasing the prediction of the company’s daily connected transactions in 2021, the proposal on withdrawing provisions for credit impairment and asset impairment, and the proposal on providing guarantee for holding subsidiaries. On April 27, 2021, the company held the 30th meeting of the second board of supervisors, deliberated and passed the proposal on the first quarter report of the company in 2021 and the proposal on the realization of performance commitments of Shenzhen antxin Technology Co., Ltd. in 2020.
On August 26, 2021, the company held the 31st meeting of the second board of supervisors, deliberated and passed the proposal on the full text and summary of the semi annual report of 2021, the proposal on the special report on the deposit and use of raised funds in the semi annual report of 2021, and the proposal on nominating the candidate of shareholder representative supervisor of the third board of supervisors The proposal on repurchasing and cancelling restricted shares granted to some incentive objects but not yet lifted the restrictions on sales and adjusting the repurchase price, the proposal on the company’s 2019 restricted stock incentive plan granting the second restricted period for the first time and reserving the achievement of lifting the restrictions in the first restricted period, the proposal on the company’s 2020 restricted stock incentive plan granting the achievement of lifting the restrictions in the first restricted period for the first time Proposal on adjusting the exercise price and quantity of stock options in 2021 stock option and restricted stock incentive plan.
On September 15, 2021, the company held the first meeting of the third board of supervisors, deliberated and adopted the proposal on electing the chairman of the third board of supervisors.
On October 27, 2021, the company held the second meeting of the third board of supervisors, deliberated and adopted the proposal on the third quarter report of 2021.
On November 17, 2021, the company held the third meeting of the third board of supervisors, deliberated and passed the proposal on early redemption of “Jingyan convertible bonds” and the proposal on the proposed signing of equity acquisition framework agreement and related party transactions.
On December 8, 2021, the company held the fourth meeting of the third board of supervisors, deliberated and passed the proposal on providing guarantee for wholly-owned subsidiaries, the proposal on the company’s financial derivatives trading plan in 2022, the proposal on the company’s expected daily connected transactions in 2022, and the proposal on using idle self owned funds for entrusted financial management Proposal on acquiring 100% equity and related party transactions of Changzhou Ruidian Precision Technology Co., Ltd. and proposal on applying for M & a loan credit line from the bank.
On December 24, 2021, the company held the fifth meeting of the third board of supervisors, deliberated and passed the proposal on adjusting the number of restricted shares reserved in the 2021 stock option and restricted stock incentive plan and the proposal on granting restricted shares reserved in the 2021 stock option and restricted stock incentive plan to incentive objects.
3、 Review opinions of the board of supervisors on relevant matters of the company during the reporting period
During the reporting period, the board of supervisors of the company carefully supervised and inspected the company’s legal operation, financial situation, related party transactions and other matters in strict accordance with the provisions of relevant laws, regulations and the articles of association. According to the inspection results, the following audit opinions were issued on the relevant situation of the company during the reporting period:
(I) legal operation of the company
After inspection, the board of supervisors believed that the decision-making procedures of the board of directors of the company strictly followed the provisions of the company law, the securities law and other laws and regulations and the articles of association, and established a relatively perfect internal control system.
The directors and senior managers of the company do not violate laws, regulations, rules and regulations of the company or damage the interests of the company and shareholders when performing their duties.
(II) financial situation of the company
The board of supervisors carefully inspected and reviewed the company’s financial status, financial management and operating results 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 of the first quarter of 2021, the financial report of the half year of 2021, the financial report of the third quarter of 2021 and the financial report of 2021 truly and objectively reflect the financial situation and operating results of the company.
(III) related party transactions of the company
The board of supervisors timely supervised and verified the related party transactions of the company during the reporting period, and held that the related party transactions between the company and related parties were conducted in accordance with the principles of market fairness, impartiality and open transactions, the pricing was in line with the market principles, there was no behavior damaging the interests of the company and other shareholders, and the decision-making procedures of related party transactions were in line with the provisions of relevant laws and regulations.
During the reporting period, the company’s acquisition of 100% equity of Changzhou Ruidian Precision Technology Co., Ltd. was a related party transaction. The company performed the necessary audit, evaluation and other procedures for this transaction. The transaction price was determined through negotiation based on the evaluation results, and the pricing was objective, fair and reasonable, without prejudice to the interests of shareholders. The content and form of the acquisition agreement that the company intends to sign with the counterparty for this transaction comply with the provisions of relevant laws and regulations, follow the general commercial terms, and there is no situation that damages the interests of the company and other unrelated shareholders.
(IV) external guarantee, equity and asset replacement of the company
In 2021, the total amount of external guarantees of the company and its holding subsidiaries was 85 million yuan, including 85 million yuan for subsidiaries. The company has no overdue external guarantees, no illegal guarantees, no debt restructuring, non monetary transactions and asset replacement, and no other damage to the interests of the company’s shareholders or loss of the company’s assets.
(V) acquisition and sale of assets by the company
In 2021, the company acquired 100% equity of Changzhou Ruidian Precision Technology Co., Ltd. this acquisition is to promote the strategic development of the company, help broaden the business scope of the company, improve profitability and meet the overall interests of the company. There was no significant asset sale in 2021.
(VI) opinions on the self-evaluation report of internal control
The company has established a relatively perfect internal organizational structure, established and improved the internal control system covering all links of the company, and the internal audit department and personnel are in place to ensure the implementation and full supervision of the company’s internal control activities. During the reporting period, the company’s internal control system was sound and operated effectively without major defects. The company’s 2021 internal control self evaluation report truly, completely and objectively reflected the actual situation of the company’s internal control.
(VII) general election of the board of supervisors of the company
During the reporting period, the company completed the general election of the board of supervisors, and the members of the third board of supervisors were elected by the employee congress in September 2021 and the third extraordinary general meeting of shareholders in 2021, ensuring the continuity and stability of the work of the board of supervisors. The board of supervisors of the company has three supervisors, including one employee representative supervisor and two shareholder representative supervisors. The number and personnel composition of the board of supervisors meet the requirements of laws and regulations.
(VIII) convertible bonds
During the reporting period, “Jingyan convertible bonds” triggered the conditional redemption terms agreed in the prospectus for Jiangsu Gian Technology Co.Ltd(300709) issuing convertible corporate bonds to unspecified objects, and the board of directors and board of supervisors of the company
It is agreed to exercise the early redemption right of “Jingyan convertible bonds”. The redemption date of “Jingyan convertible bonds” is December 20, 2021, which is fully redeemed and delisted in Shenzhen Stock Exchange on December 28, 2021.
4、 2022 annual work plan of the board of supervisors of the company
In 2022, the current board of supervisors will continue to perform its duties faithfully and diligently, continue to be committed to supervising and promoting the improvement of corporate governance structure and the standardized operation of operation and management, and establish a good image of the company.
(I) supervise the operation of the company according to law and actively urge the construction and effective operation of the internal control system. (II) check the company’s financial situation, consult the company’s financial books and other accounting materials, and review the company’s financial activities.
(III) supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
Jiangsu Gian Technology Co.Ltd(300709) board of supervisors March 31, 2022
