Suzhou Anjie Technology Co.Ltd(002635)
Work report of the board of supervisors in 2021
1、 Work of the board of supervisors
During the reporting period, the board of supervisors of Suzhou Anjie Technology Co.Ltd(002635) (hereinafter referred to as “the company” or ” Suzhou Anjie Technology Co.Ltd(002635) “) conscientiously performed its supervisory duties in the spirit of being responsible to the company and shareholders. In accordance with the company law and other relevant laws and regulations, the articles of association and the rules of procedure of the board of supervisors, the members of the board of supervisors participated in the discussion of the company’s major business decisions by attending the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, understood and mastered the company’s production, operation, management and investment by consulting the financial statements and participating in special meetings, and were responsible for the company’s legal operation, finance Investment, the performance of duties by directors and senior executives of the company, business decision-making procedures and other matters have been carefully supervised and inspected.
During the reporting period, all supervisors attended 12 meetings of the board of supervisors, 3 general meetings of shareholders and 14 meetings of the board of directors. During the reporting period, the board of supervisors reviewed the company’s periodic report, the work report of the board of supervisors, non-public offering of shares and other matters.
In 2021, the company held 12 meetings of the board of supervisors, including:
(I) at the 16th meeting of the 4th board of supervisors held on January 13, 2021, the following proposals were considered and adopted:
1. Proposal on adjusting the amount of raised funds to be invested in non-public development bank stock raised funds investment projects in 2020;
2. Proposal on using raised funds to replace self raised funds invested in projects invested by raised funds in advance and paid issuance expenses; 3. Proposal on increasing the implementation entities of some raised investment projects and using the raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects;
4. Proposal on cash management with temporarily idle raised funds;
5. Proposal on changing part of the special account for raised funds.
(II) at the 17th meeting of the 4th board of supervisors held on January 21, 2021, the following proposals were considered and adopted:
1. Proposal on transferring part of equity of subsidiaries and related party transactions.
(III) at the 18th meeting of the 4th board of supervisors held on March 2, 2021, the following proposals were considered and adopted:
1. Proposal on using letter of credit and self owned foreign exchange to pay for the project funds invested by the raised funds and replace them with the raised funds in the same amount;
2. Proposal on the implementation of performance commitments of Suzhou weidongshan Electronic Technology Co., Ltd. in 2020. (IV) at the 19th meeting of the 4th board of supervisors held on March 25, 2021, the following proposals were considered and adopted: 1. Proposal on the company’s 2020 work report of the board of supervisors;
2. Proposal on the company’s 2020 annual financial statement report;
3. Proposal on the company’s 2020 annual report and its summary;
4. Proposal on the company’s profit distribution plan in 2020;
5. Proposal on the company’s self-evaluation report on internal control in 2020 and the self inspection implementation form of internal control rules in 2020;
6. Proposal on the company’s special report on the deposit and use of raised funds in 2020;
7. Proposal on the remuneration of directors, supervisors and senior managers of the company in 2020;
8. Proposal on share repurchase plan of the company;
9. Proposal on changes in accounting policies.
(V) at the 20th meeting of the 4th board of supervisors held on April 26, 2021, the following proposals were considered and adopted:
1. Proposal on the company’s report for the first quarter of 2021.
(VI) at the 21st Meeting of the 4th board of supervisors held on July 13, 2021, the following proposals were considered and adopted: 1. Proposal on share repurchase scheme of the company.
(VII) at the 22nd Meeting of the 4th board of supervisors held on August 27, 2021, the following proposals were considered and adopted: 1. Proposal on the company’s 2021 semi annual report and its summary;
2. Special report on the deposit and use of raised funds in the half year of 2021.
(VIII) at the 23rd Meeting of the 4th board of supervisors held on September 3, 2021, the following proposals were considered and adopted: 1. Proposal on capital increase and related party transactions to holding subsidiaries
(IX) at the 24th Meeting of the 4th board of supervisors held on September 29, 2021, the following proposals were considered and adopted: 1. Proposal on increasing the implementation subjects of some raised investment projects and using the raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects;
2. Proposal on adjusting the investment amount between different implementing entities of the same raised investment project and adjusting the loan amount of using the raised funds to provide loans to wholly-owned subsidiaries for the implementation of raised investment projects.
(x) at the 25th meeting of the 4th board of supervisors held on October 26, 2021, the following proposals were considered and adopted: 1. Proposal on the company’s third quarter report of 2021;
2. Proposal on the appointment of audit institutions in 2021.
（11） At the 26th meeting of the 4th board of supervisors held on November 23, 2021, the following proposals were considered and adopted:
1. Proposal on capital increase to holding subsidiaries and related party transactions;
2. Proposal on changing part of the special account for raised funds.
（12） At the 27th meeting of the 4th board of supervisors held on December 24, 2021, the following proposals were considered and adopted:
1. Proposal on the company’s investment and financial management with its own funds in 2022;
2. Proposal on the company’s foreign exchange hedging business in 2022;
3. Proposal on the company’s commodity futures hedging business in 2022;
4. Proposal on using part of the temporarily idle raised funds for cash management;
5. Proposal on increasing the company’s forecast of daily connected transactions in 2021 and 2022;
6. Proposal on the company’s proposed cooperative investment and related party transactions with professional investment institutions.
2、 Verification opinions issued by the board of supervisors on relevant matters of the company during the reporting period
(I) verification opinions of the board of supervisors on the legal operation of the company
During the reporting period, the board of supervisors of the company earnestly performed its duties in strict accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws and regulations, actively participated in the general meeting of shareholders, attended all meetings of the board of directors as nonvoting delegates, and supervised and inspected the standardized operation of the company in 2021. The board of supervisors believes that the company has continuously improved its internal control system and can operate according to law, and all decision-making procedures are legal and effective.
The directors and senior managers of the company are able to perform their duties diligently, abide by national laws and regulations and the articles of association, and have not committed any acts in violation of laws, regulations, the articles of association or damaging the interests of the company.
(II) verification opinions of the board of supervisors on the company’s financial work
During the reporting period, the board of supervisors of the company inspected and reviewed the financial situation of the company. The board of supervisors held that during the reporting period, the company’s financial management and internal control system were sound, there were no major omissions and false records in accounting, and the company’s financial status and operating results were good. The audit opinion issued by notary Tianye Certified Public Accountants (special general partnership) for the company’s annual financial report is objective, true and accurate.
(III) verification opinions of the board of supervisors on the use of the company’s raised funds
The board of supervisors has effectively supervised the use and management of the company’s raised funds. The board of supervisors believes that the use of the raised funds of the company can be carried out in strict accordance with the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the measures for the management of raised funds of the company. The actual use of the raised funds is legal and compliant, and no violation of laws and regulations and damage to the interests of shareholders are found; The actual investment projects of the raised funds are consistent with the promised investment projects, and there is no change in the investment projects of the raised funds; The use of the over raised funds is legal and compliant, and there is no violation of laws and regulations or damage to the interests of shareholders.
(IV) verification opinions of the board of supervisors on the acquisition and sale of assets of the company
There was no major acquisition or sale of assets during the reporting period.
(V) verification opinions of the board of supervisors on the company’s connected transactions
The board of supervisors checked the related party transactions of the company in 2021. The board of supervisors believed that the related party transactions of the company in 2021 occurred normally in the process of production and operation, the transaction price was determined according to the market price, the pricing was fair, and followed the principles of openness, impartiality and good faith. The company has established a necessary decision-making system for related party transactions, the approval procedures for related party transactions are legal, and the approval procedures for related party transactions are performed in accordance with the requirements of corresponding laws and regulations. The pricing of related party transactions is fair, has no significant impact on the current and future financial status and operating results, and does not damage the interests of the company and minority shareholders.
(VI) verification opinions of the board of supervisors on the external guarantee of the company
During the reporting period, due to the needs of the operation and development of the company’s subsidiaries, the company and its subsidiaries provided joint and several liability guarantee, and the guarantee items fulfilled the obligations of examination and approval and information disclosure in accordance with the stock listing rules of Shenzhen Stock Exchange, the articles of association and other normative documents. During the reporting period, the company did not have any guarantee other than the consolidated statements or illegal external guarantee.
(VII) verification opinions of the board of supervisors on the self-evaluation of the company’s internal control
The board of supervisors checked the self-evaluation report of the board of directors on the company’s internal control in 2021 and the self-examination form for the implementation of internal control rules in 2021. The board of supervisors believed that the company had established a relatively perfect internal control system and could be effectively implemented. The self-evaluation report of the company’s internal control and the self-examination form for the implementation of internal control rules truly and objectively reflect the construction and operation of the company’s internal control system.
(VIII) verification opinions of the board of supervisors on the annual report of the company in 2021
After verification, the board of supervisors believes that the procedures of the company’s 2021 annual report prepared and reviewed by the board of directors comply with the provisions of laws, regulations and normative documents. The contents of the report objectively, truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
3、 Work prospect of the board of supervisors
The current board of supervisors of the company will continue to earnestly perform its duties in strict accordance with the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other relevant systems, attend the board of directors, the general meeting of shareholders and relevant business meetings in accordance with the law, earnestly supervise and evaluate the performance of the board of directors and senior management, continue to pay attention to the implementation of strategy, and fulfill the responsibilities of risk management, internal control Supervision responsibilities in financial management and other aspects. Timely grasp the legitimacy of the company’s major decision-making matters and various decision-making procedures, carry out supervision activities around the company’s business and investment activities, so as to effectively safeguard and protect the interests of the company and shareholders, faithfully and diligently perform supervision duties, do a solid job in various work, further promote the standardized operation of the company and play its due role in promoting the healthy and sustainable development of the company.
Suzhou Anjie Technology Co.Ltd(002635) board of supervisors
April 6, 2002
