Si-Tech Information Technology Co.Ltd(300608)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as "the company"), with the joint efforts of all supervisors and in strict accordance with the requirements of the company law, the securities law and other relevant laws and regulations and the articles of association, and in the spirit of being responsible to shareholders, earnestly performed the functions of the board of supervisors, actively and effectively carried out work, and paid close attention to the legal operation, financial status and directors The senior managers supervised the performance of their duties and safeguarded the legitimate rights and interests of the company and shareholders. The main work of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors in 2021
The third board of supervisors of the company consists of 5 people, including 2 employee representative supervisors and 3 shareholder representative supervisors.
(I) according to the actual production and operation situation of the company and the arrangement of the board of directors, the board of supervisors adheres to the system of regular meetings. The notice of the meeting, the convening procedure and the number of supervisors participating in the voting all comply with the provisions of the company law and the articles of association. In 2021, the board of supervisors held 6 meetings. The specific contents are as follows:
1. On April 13, 2021, the 15th meeting of the third board of supervisors was held. All five supervisors attended the meeting. The meeting considered and adopted the following proposals:
(1) Deliberated and passed the proposal on the work report of the board of supervisors in 2020;
(2) Deliberated and passed the proposal on the company's 2020 annual financial statement report;
(3) The proposal on the company's 2021 annual financial budget report was deliberated and adopted;
(4) The proposal on the company's 2020 annual report and its summary was deliberated and adopted;
(5) The proposal on the company's profit distribution plan for 2020 was deliberated and passed;
(6) The proposal on the company's special report on the deposit and actual use of raised funds in 2020 was reviewed and approved;
(7) Deliberated and passed the proposal on the company's 2020 internal control self-evaluation report; (8) The proposal on renewing the appointment of Lixin Certified Public Accountants (special general partnership) as the company's audit institution in 2021 was reviewed and approved;
(9) The proposal on the prediction of the company's daily connected transactions in 2021 was reviewed and approved;
(10) Deliberated and passed the proposal on applying for comprehensive credit line from financial institutions;
(11) The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted;
(12) The proposal on Revising the administrative measures for the use of raised funds was deliberated and adopted;
(13) Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects on the gem; (14) The proposal on the company's stock issuance scheme to specific objects was deliberated and adopted one by one;
(15) The proposal on the company's stock issuance plan to specific objects was deliberated and adopted;
(16) Deliberated and passed the proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects; (17) Deliberated and passed the proposal on the feasibility analysis report on the use of funds raised by the company issuing shares to specific objects;
(18) Deliberated and passed the proposal on the report on the use of the previously raised funds;
(19) Deliberated and passed the proposal on the filling measures for diluting the immediate return by issuing shares to specific objects and the commitments of relevant subjects;
(20) The proposal on the company's shareholder return plan for the next three years (20212023) was deliberated and adopted.
2. On April 28, 2021, the 16th meeting of the third board of supervisors was held. All five supervisors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on the company's report for the first quarter of 2021 was deliberated and adopted.
3. On June 1, 2021, the 17th meeting of the third board of supervisors was held. All five supervisors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on changing the registered capital of the company and amending the articles of association was deliberated and adopted;
(2) The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted; (3) The proposal on adjusting the number and price of restricted shares granted under the 2020 restricted stock incentive plan was deliberated and adopted;
(4) The proposal on the company's stock issuance plan (Revised Draft) to specific objects was deliberated and adopted. 4. On August 23, 2021, the 18th meeting of the third board of supervisors was held. All five supervisors attended the meeting. The meeting considered and adopted the following proposals:
(1) Deliberated and passed the proposal on the company's 2021 semi annual report and its summary;
(2) The proposal on the company's special report on the deposit and actual use of raised funds in the half year of 2021 was reviewed and approved.
5. On October 28, 2021, the 19th meeting of the third board of supervisors was held. All five supervisors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on the third quarter report of the company in 2021 was deliberated and passed;
(2) The proposal on applying to financial institutions for increasing comprehensive credit line was deliberated and adopted.
6. On December 10, 2021, the 20th meeting of the third board of supervisors was held. All five supervisors attended the meeting. The meeting considered and adopted the following proposals:
(1) The proposal on Abolishing Some restricted shares that have been granted but not yet vested was deliberated and adopted. 2、 Review opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
In 2021, the board of supervisors of the company earnestly exercised the functions and powers conferred by the company law, the securities law and other relevant laws and regulations and the articles of association, and strictly supervised the decision-making procedures of the company and the performance of the directors and senior managers of the company by reviewing relevant documents, attending the meetings of the board of directors and attending the general meeting of shareholders.
The board of supervisors held that the operation of the board of directors of the company in 2021 was standardized and the decision-making procedures were legal, and all resolutions of the general meeting of shareholders were carefully implemented; The company has established a relatively perfect internal control system; The management of the company operates in accordance with the law, and the directors and senior managers scrupulously abide by their duties in performing their duties and exercising their functions and powers, taking the protection of the interests of the company's shareholders as the starting point, and have not found any behavior in violation of laws, regulations, the articles of association and other provisions or damaging the interests of the company and shareholders.
2. Overall evaluation of the board of supervisors on the work of the company in 2021
In 2021, facing the adverse external market environment seriously affected by the epidemic, the company relied on profound resource accumulation and forward-looking product layout, guided by market demand, continued to expand and innovate around the core technologies in the directions of artificial intelligence, cloud computing, big data, blockchain and Internet of things, and actively implemented the enterprise development strategy and annual business plan. In 2021, the company preliminarily completed the business layout, The overall development of core customers is stable and has maintained a good development trend.
3. Comments on the self-evaluation report of internal control
After reviewing the company's self-evaluation report on internal control in 2021, the board of supervisors believes that the internal control system established by the company is relatively perfect, meets the requirements of relevant national laws and regulations and the actual needs of the company's production and operation management, has been effectively implemented, plays a good role in risk prevention and control in all links of the company's production and operation management, and ensures the orderly development of all business activities of the company, It protects the safety and integrity of the company's assets and protects the interests of the company and its shareholders.
The self-evaluation report on internal control of the company in 2021 complies with the requirements of the company law, the securities law and other relevant laws and regulations and the articles of association, and truly and completely reflects the actual situation within the company. 4. Check the company's financial situation
The board of supervisors carefully, carefully and comprehensively reviewed the company's financial status, operating results, cash flow and financial management in 2021.
The board of supervisors believes that the company's financial and accounting internal control system is relatively sound, the financial operation is standardized, the withdrawal of various expenses is reasonable, and there are no major omissions and false records. After auditing the financial report of the company in 2021, Lixin Certified Public Accountants (special general partnership) issued a standard unqualified audit report, which truly, objectively and fairly reflected the financial status and operating results of the company in 2021.
5. Related party transactions
According to relevant laws and regulations and the relevant provisions of the articles of association, it is verified that during the reporting period, the company did not have related party transactions, nor did the controlling shareholders and other related parties occupy the company's funds, nor did the controlling shareholders and other related parties occupy the funds illegally in previous years and accumulated to December 31, 2021.
6. Review the periodic reports prepared by the board of directors and give written review opinions
The board of supervisors believes that the procedures of the company's 2020 annual report, 2021 first quarter report, 2021 semi annual report and 2021 third quarter report prepared and reviewed by the board of directors comply with relevant laws and regulations and the provisions of the CSRC. The contents of the report truly, accurately and comprehensively reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
3、 Existing problems of the company and opinions of the board of supervisors
1. Improve management efficiency and refinement level. On the premise of ensuring the normal operation and steady development of the company, improve the income of shareholders and investors.
2. Continuously improve the core competitiveness of technology and actively look for new growth points of enterprises.
4、 2022 annual work plan of the board of supervisors of the company
In 2022, the company will continue to strengthen the input of market demand and customer demand to R & D, and promote the excellent delivery of new product R & D; Grasp the industry trend, track hot business and promote business innovation; Effectively implement business demand value operation, improve productivity and production efficiency, enhance customer value, promote the steady growth of the company's performance, improve management efficiency and management refinement level, and create a new situation of stable development. The overall working idea for 2022 established by the board of supervisors is: "closely focus on the company's production and operation objectives and tasks in 2022, promote the fine management of the enterprise, strengthen risk management and control, pay attention to coordination and implementation, strengthen the follow-up supervision of major operation and management activities, and broaden the coverage of supervision." Do the following work:
1. Continue to perform their duties faithfully and diligently, carry out the daily discussion activities of the board of supervisors in strict accordance with the requirements of the company law, the articles of association and the rules of procedure of the board of supervisors, convene regular and interim meetings of the board of supervisors according to the actual needs of the company, and do a good job in the deliberation of various topics; Strengthen daily supervision and inspection, further improve the effectiveness of supervision and enhance the sensitivity of supervision.
2. Further supervise and promote the standardization of the corporate governance structure of the company in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. Pay more attention to the coordinated operation of the company's power organs and decision-making organs, and pay attention to the harmonious relationship between shareholders and investors and the company's management team; Pay attention to the moral cultivation, dedication and achievements of managers at all levels.
3. Strengthen the supervision of the company's foreign investment, related party transactions, external guarantees, raised funds and other major matters, ensure the compliance and efficient use of funds, promote the improvement of the company's operation and management efficiency, and effectively protect the rights and interests of minority shareholders.
4. Combined with the specific situation of the enterprise, improve the internal audit mechanism and strengthen the audit work.
5. Strengthen the internal study of supervisors, carefully study relevant laws and regulations, continuously improve the quality of supervision and inspection, and better cooperate with the work of the board of directors and management of the company; Strengthen the self construction of the board of supervisors, actively carry out work exchanges, enhance business skills, innovate working methods and improve the level of supervision.
The tasks and objectives of the company in 2022 are clear, and the board of supervisors will, as always, support and cooperate with the board of directors and the management in carrying out their work according to law, give full play to their supervisory functions and maintain the overall stability; Safeguard the interests of shareholders, work with integrity, integrity and diligence, successfully complete the company's tasks and objectives in 2022, and promote the rapid development of the enterprise.
Si-Tech Information Technology Co.Ltd(300608) board of supervisors April 6, 2022
