Lingyi Itech (Guangdong) Company(002600)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Lingyi Itech (Guangdong) Company(002600) (hereinafter referred to as “the company”) scrupulously performed its supervisory duties and exercised its functions and powers independently according to the law in strict accordance with the company law, the guidelines for the governance of listed companies and other laws, regulations, normative documents, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions. By attending the board of directors and the general meeting of shareholders as nonvoting delegates, the members of the board of supervisors effectively supervise the convening procedures of the meeting, the company’s business activities, financial status, major decisions, the performance of directors and senior managers, so as to ensure the standardized operation and healthy development of the company and effectively safeguard the legitimate rights and interests of the company and all shareholders.
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors held 13 meetings, as follows:
Meeting date meeting name consideration
Proposal on granting stock options and restricted shares to the incentive objects (after adjustment) first granted under the stock incentive plan of the 27th meeting of Lingyi Itech (Guangdong) Company(002600) 2020 stock options and restrictions on January 18, 2021 at the 4th session of the board of supervisors
Full text and summary of 2020 Annual Report
Work report of the board of supervisors in 2020
Financial statement report of 2020
2020 profit distribution plan
Proposal on remuneration of supervisors of the company
Special report on the deposit and use of raised funds in 2020
2020 internal control self evaluation report of the 4th board of supervisors
Proposal on the implementation of major asset restructuring performance commitments and asset impairment test at the 28th meeting on March 30, 2021
Proposal on retroactive adjustment of financial data in business combinations under the same control
Proposal on changes in accounting policies
Proposal on prediction of daily connected transactions in 2021
Proposal on carrying out foreign exchange derivatives trading business in 2021 and proposal on using idle self owned funds for entrusted financial management
Proposal on election of non employee representative supervisors of the 5th board of supervisors of the company
Proposal on the election of the chairman of the 5th board of supervisors of the company
2021 / 04 / 20 1st meeting
Meeting date meeting name consideration
Full text and text of the first quarter report of 2021 of the Fifth Board of supervisors
2021 / 04 / 27 2nd meeting
Proposal on Amending the rules of procedure of the board of supervisors at the 5th session of the board of supervisors
Proposal on the report on the use of the previously raised funds at the 3rd meeting on May 20, 2021
Proposal on the distribution plan of accumulated profits before the issuance of H shares
Proposal of the 4th meeting of the 5th board of supervisors on the acquisition of 95% equity of Zhejiang Jintai Electronics Co., Ltd. and related party transactions on June 11, 2021
Proposal on the first granting of the exercise conditions in the second exercise period and the achievement of the lifting of the restrictions in the second lifting of the restrictions in the fifth meeting of 2021 / 06 / 21 in 2018 stock option and restricted stock incentive plan of the Fifth Board of supervisors
Proposal of the 6th meeting of the 5th board of supervisors on 2021 / 07 / 08 on continuing to use some idle raised funds to temporarily supplement working capital
Full text and summary of the 2021 semi annual report of the 5th board of supervisors
Special report on the deposit and use of raised funds in the half year of 2021 at the 7th Meeting on August 26, 2021
Proposal of the 5th session of the board of supervisors on reserving and granting the exercise conditions in the second exercise period and the achievement of lifting the restrictions in the second release period of the 8th meeting of 2021 / 09 / 13 of 2018 stock option and restricted stock incentive plan
The third quarter report of 2021 of the Fifth Board of supervisors
2021 / 10 / 28 9th meeting
Proposal on the proposed appointment of 2021 audit institution of the 5th board of supervisors
2021 / 11 / 10 10th meeting
Proposal on changing some investment projects with raised funds
Proposal on cancellation of some shares of 2018 stock option and restricted stock incentive plan at the 11th meeting of 2021 / 12 / 27 and repurchase and cancellation of some restricted shares at the 5th session of the board of supervisors
Proposal on cancellation of some stock options and repurchase cancellation of some restricted shares in 2020 stock option and restricted stock incentive plan
2、 Verification opinions of the board of supervisors on relevant matters in 2021
In accordance with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the board of supervisors, the board of supervisors of the company earnestly performs the duties of the board of supervisors, actively carries out work, and carries out independent and effective supervision and inspection on the company’s legal operation, financial situation, external guarantee, connected transactions, use of raised funds, insiders and internal control, And issued the following verification opinions: (I) the legal operation of the company
In accordance with the relevant provisions of the company law and the articles of association, the board of supervisors of the company attended the meetings of the board of directors and the general meeting of shareholders held during the reporting period as nonvoting delegates, supervised the company’s business decisions and other major matters, and considered that the convening and convening procedures of the board of directors and the general meeting of shareholders of the company met the relevant provisions; The company has improved various management systems and internal control systems, and the decision-making procedures comply with relevant regulations; The directors and senior managers of the company actively perform their duties, earnestly implement the resolutions of the board of directors and the general meeting of shareholders, and do not violate laws, regulations and the articles of association or damage the interests of the company and shareholders.
(II) check the company’s financial situation
The board of supervisors effectively supervised, inspected and reviewed the company’s financial status and financial management in 2021, and believed that the company’s financial system was relatively perfect, the system was sound, the financial management was standardized, the preparation of financial statements complied with the relevant provisions of the accounting standards for business enterprises, and the company’s regular financial reports truly, objectively and completely reflected the company’s financial status and operating results, without major omissions and false records. The audit report issued by the accounting firm is objective and fair.
During the reporting period, the board of supervisors reviewed the company’s regular reports, provision for asset impairment, daily estimation of related party transactions, use of raised funds and other matters, and considered that the above matters had fulfilled the necessary approval procedures, were in line with the actual situation and financial situation of the company, and did not harm the interests of the company and all shareholders.
(III) external guarantee of the company
The board of supervisors supervised and verified the external guarantee of the company in 2021, and held that: all guarantee matters of the company comply with relevant laws and regulations, and the decision-making procedures of the company for providing guarantee matters for its subsidiaries are legal and effective; Relevant guarantees are conducive to the daily operation and long-term development of the company, and there are no illegal external guarantees such as providing guarantees for controlling shareholders, actual controllers and their related parties. The company and its holding subsidiaries have no overdue external guarantee, no external guarantee involving litigation and no loss due to the judgment of losing the guarantee. (IV) related party transactions
During the reporting period, the decision-making procedures of related party transactions of the company comply with the provisions of relevant laws and regulations and the articles of association, follow the principles of openness, fairness and impartiality, and are necessary for the normal operation and management of the company. The transaction pricing principle is fair and reasonable; The general meeting of shareholders and the board of directors of the company performed the corresponding decision-making procedures in strict accordance with relevant regulations when deliberating related party transactions, and the related directors and related shareholders strictly implemented the avoidance system when deliberating related party transactions; The process of related party transactions is fair and transparent, and there is no damage to the interests of the company and other non related shareholders, especially medium and small shareholders.
(V) use of raised funds
The board of supervisors supervised the use and management of the company’s raised funds and held that during the reporting period, the company managed and used the raised funds in strict accordance with the relevant provisions of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the management system for the special storage and use of raised funds of a shares, and no improper use of the raised funds was found, There is no case of changing the purpose of the raised funds in a disguised form and damaging the interests of shareholders. The company has fulfilled the necessary approval procedures before adjusting some of the investment projects with raised funds and using some idle raised funds to temporarily supplement working capital, which is in line with the company’s long-term development strategy, is conducive to improving the use efficiency of raised funds, reducing the expenditure of the company’s financial expenses, and will not affect the normal progress of the investment projects with raised funds.
(VI) establishment and implementation of insider management system by the company
The board of supervisors believes that the company has established and strictly implemented the systems on the management of inside information, such as the registration and management system for insiders of inside information and the management system for the submission and use of external information. It has actively done a good job in the management of inside information and the registration of insiders of inside information, effectively prevented the occurrence of insider trading events and safeguarded the legitimate rights and interests of investors. During the reporting period, no insider information insiders and relevant personnel were found to use the insider information to engage in insider trading or buy and sell the company’s shares.
(VII) opinions on the self-evaluation report of the company’s internal control
The board of supervisors reviewed the self-evaluation report on internal control in 2021 issued by the board of directors and the construction and operation of the company’s internal control system during the reporting period, and held that the company has established a relatively sound internal control system, formulated a relatively perfect and reasonable internal control system, and the company’s internal control system meets the requirements of relevant national regulations and securities regulatory authorities, Various internal controls have been continuously and strictly implemented in all links of the company’s operation, such as production and operation. The self-evaluation report on internal control in 2021 issued by the board of directors comprehensively, truly and objectively reflects the actual situation of the company’s internal control, and there are no false records, misleading statements and major omissions.
(VIII) opinions on the company’s equity incentive plan
During the reporting period, the board of supervisors reviewed the company’s 2018 stock option and restricted stock incentive plan, the exercise conditions for the first / reserved grant of the second exercise period, the achievement of the release conditions for the second release period, the cancellation of some stock options and the repurchase and cancellation of some restricted shares, and discussed the relevant review procedures, the subject qualification of incentive objects Issued audit opinions on the legality and compliance of the relevant arrangements for the exercise of rights and the lifting of sales restrictions, and safeguarded the interests of the company, incentive objects and all shareholders.
3、 2022 work plan of the board of supervisors
In 2022, the members of the board of supervisors of the company will conscientiously perform their duties in strict accordance with the relevant provisions of the company law, the guidelines for the governance of listed companies and the articles of association, and supervise and inspect the diligence of the directors and senior personnel of the company in accordance with the law; Strengthen self-study, thoroughly implement various newly formulated or revised laws, regulations and normative documents, and implement the supervision function; Know and supervise the legality and compliance of the company’s major decision-making matters and various decision-making procedures, supervise and inspect the company’s financial situation according to law, further promote the standardized operation of the company and effectively safeguard the legitimate rights and interests of the company and all shareholders.
Lingyi Itech (Guangdong) Company(002600) board of supervisors
April 7, 2002
