Shenzhen Cotran New Material Co.Ltd(300731)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shenzhen Cotran New Material Co.Ltd(300731) (hereinafter referred to as “the company”) adhered to the attitude of being responsible for the shareholders of the company and the long-term development of the company, strictly complied with the responsibilities entrusted by the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, abided by the principle of good faith, exercised due diligence, earnestly performed the right of supervision, effectively safeguarded the legitimate rights and interests of investors and ensured the standardized operation of the enterprise. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 11 meetings, and the convening and voting procedures of the meetings were in line with the relevant provisions of the company law and the articles of association. The details are as follows:
1. On March 23, 2021, the company held the 28th meeting of the second board of supervisors, deliberated and passed the following proposals: (1) proposal on the transfer of part of the equity and related party transactions of Anhui microchip Changjiang semiconductor materials Co., Ltd; (2) Proposal on Amending the registration and management system for insiders of Shenzhen Cotran New Material Co.Ltd(300731) insider information.
2. On April 22, 2021, the company held the 29th meeting of the second board of supervisors, deliberated and passed the following proposals: (1) proposal on the company’s 2020 annual report and its summary; (2) Proposal on the company’s report for the first quarter of 2021; (3) Proposal on the company’s 2020 work report of the board of supervisors; (4) Proposal on the company’s 2020 annual financial statement report; (5) Proposal on the company’s 2020 annual audit report; (6) Proposal on the company’s profit distribution plan in 2020; (7) Proposal on the company’s special report on the deposit and actual use of raised funds in 2020; (8) Proposal on the company’s self-evaluation report on internal control in 2020; (9) Proposal on the company’s special instructions on the occupation of non operating funds and other related capital transactions; (10) Proposal on the remuneration scheme of directors and supervisors of the company in 2021; (11) Proposal on changes in accounting policies.
3. On May 18, 2021, the company held the 30th meeting of the second board of supervisors, deliberated and passed the following proposals: (1) proposal on the second exercise period of 2018 stock option and restricted stock incentive plan / cancellation of partial restricted shares.
4. On June 18, 2021, the company held the 31st meeting of the second board of supervisors, deliberated and passed the following proposals: (1) proposal on adjusting matters related to 2018 stock option and restricted stock incentive plan; (2) Proposal on terminating some raised investment projects and using the remaining raised funds for permanent replenishment of working capital.
5. On June 30, 2021, the company held the 32nd meeting of the second board of supervisors, deliberated and passed the following proposals: (1) proposal on Amending Shenzhen Cotran New Material Co.Ltd(300731) raised funds management system; (2) Proposal on Amending Shenzhen Cotran New Material Co.Ltd(300731) investor relations management system; (3) Proposal on Revising the management system of Shenzhen Cotran New Material Co.Ltd(300731) information disclosure affairs.
6. On August 20, 2021, the company held the 33rd meeting of the second board of supervisors, deliberated and passed the following proposals: (1) proposal on the company’s 2021 semi annual report and its summary; (2) Proposal on the company’s special report on the deposit and actual use of raised funds in the half year of 2021.
7. On September 13, 2021, the company held the 34th meeting of the second board of supervisors, deliberated and passed the following proposals: (1) proposal on the general election of the company’s board of supervisors and the nomination of non employee representative supervisor candidates of the third board of supervisors.
8. On September 29, 2021, the company held the first meeting of the third board of supervisors, deliberated and passed the following proposals: (1) proposal on the election of the chairman of the third board of supervisors of the company.
9. On October 19, 2021, the company held the second meeting of the third board of supervisors, deliberated and passed the following proposals: (1) proposal on 2021 stock option incentive plan (Draft) and its summary; (2) Proposal on the management measures for the implementation and assessment of the company’s stock option incentive plan in 2021; (3) Proposal on verifying the list of incentive objects of 2021 stock option incentive plan.
10. On October 25, 2021, the company held the third meeting of the third board of supervisors, deliberated and passed the following proposals: (1) proposal on the company’s report for the third quarter of 2021; (2) Proposal on reappointment of audit institutions in 2021; (3) Proposal on applying for credit line from financial institutions with patent pledge guarantee.
11. On December 15, 2021, the company held the fourth meeting of the third board of supervisors, deliberated and passed the following proposals: (1) proposal on adjusting matters related to the 2021 stock option incentive plan; (2) Proposal on granting stock options to incentive objects.
2、 Daily supervision of the board of supervisors in 2021
During the reporting period, the board of supervisors actively supported the work of the board of directors and the management in accordance with the rights and responsibilities conferred by the company law and the articles of association, exercised the supervision function in a serious and responsible manner, and realized the participation, regularity and effectiveness of the supervision.
By attending important meetings such as the board of directors and the general meeting of shareholders as nonvoting delegates, the members of the board of supervisors participated in the deliberation and decision-making of major matters of the company, and supervised the convening procedures of the general meeting of shareholders, the resolutions of the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the due diligence of the company’s senior managers and the company’s management system. The board of supervisors held that during the reporting period, the company’s decision-making procedures were legal, the directors and senior managers were diligent in performing their duties, and there was no violation of national laws, administrative regulations, the articles of association or damage to the interests of the company. By paying close attention to the company’s financial situation, the board of supervisors checked and verified the financial data such as accounting statements and audit reports to confirm that their contents are true and legal.
3、 Opinions of the board of supervisors on relevant matters during the reporting period
(I) legal operation of the company
During the reporting period, the board of supervisors attended the board of directors and the general meeting of shareholders of the company according to law, and strictly supervised the decision-making procedures of the company and the performance of the directors and senior managers of the company. The company’s decision-making procedures comply with the relevant provisions of the company law, the securities law and other laws and regulations and the articles of association. The company has established a relatively mature internal control system and continued to improve it.
The directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, regulations and the articles of association, and there are no acts in violation of laws, regulations and the articles of association or detrimental to the interests of the company and shareholders when performing their duties.
(II) check the financial situation of the company
The board of supervisors supervised the company’s financial situation and financial management and believed that the company’s financial system was sound and the financial situation was running well. The financial report of the company truly and completely reflects the financial status and operating results of the company. The 2021 annual report prepared by the board of directors of the company truly, legally and completely reflects the situation of the company, and there are no false records, misleading statements or major omissions.
(III) use of funds raised by the company
The board of supervisors found that the use of the raised funds of the company was not in line with the normal use procedures of the funds raised by the board of supervisors, and did not affect the normal use of the funds raised by the board of supervisors during the reporting period According to the relevant provisions of Shenzhen Stock Exchange on the use of raised funds, there is no illegal use of raised funds.
(IV) external investment, acquisition and sale of assets of the company
The board of supervisors carefully inspected the company’s overseas investment, acquisition and sale of assets during the reporting period. During the reporting period, the decision-making procedures of the company’s overseas investment, acquisition and sale of assets were in line with the company law, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association and other relevant provisions, The implementation of relevant plans is conducive to the company’s expansion of business and improvement of the company’s business performance, and there is no behavior damaging the interests of the company and all shareholders.
(V) related party transactions of the company
The related party transactions of the company in 2021 followed the principles of market pricing and mutually beneficial and win-win transactions, met the actual needs of the production and operation of both parties and the principles of voluntariness, fairness and reasonableness, and its decision-making procedures complied with the provisions of relevant laws and regulations, normative documents and the articles of Association. The transaction price was fair and reasonable, and there was no damage to the interests of the company and non related shareholders.
(VI) external guarantee, equity and asset replacement of the company
During the reporting period, the company newly provided external guarantees with a total amount of no more than 374712 yuan for Suzhou ruitaike heat dissipation technology Co., Ltd., a holding subsidiary. The board of supervisors checked the external guarantees of the company and found that the new external guarantees during the reporting period had fulfilled the necessary examination and approval procedures and information disclosure obligations, and complied with the notice on Several Issues Concerning Regulating the capital exchanges between listed companies and related parties and the external guarantees of listed companies (Zheng Jian Fa [2003] No. 56) The notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120) and other normative documents, as well as the relevant provisions of the articles of association, do not harm the interests of the company and shareholders.
During the reporting period, the company did not have debt restructuring, non monetary transactions and asset replacement, nor did it have any other circumstances that damaged the interests of the company’s shareholders or caused the loss of the company’s assets.
(VII) opinions on self-evaluation report of internal control
The board of supervisors of the company checked the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system. The board of supervisors believed that the company has established a relatively perfect internal control system according to its actual situation and the requirements of laws and regulations, which can be effectively implemented, and the self-evaluation report of the company’s internal control is true It objectively reflects the construction and operation of the company’s internal control system. During the reporting period, the company’s internal control system was standardized, legal and effective, and there was no violation of the company’s internal control system. The board of supervisors of the company will continue to faithfully perform its duties and promote the standardized operation of the company in strict accordance with the provisions of the company law, the articles of association and relevant national regulations and policies.
(VIII) establishment and implementation of insider information management system by the company
The board of supervisors checked the establishment and implementation of the insider management system during the reporting period, and believed that the company had established the insider registration management system, and was able to strictly implement the system, do a good job in the confidentiality of insider information, disclose information fairly, and safeguard the legitimate rights and interests of investors. During the reporting period, the directors, supervisors, senior managers and other relevant insiders of the company strictly complied with the insider management system, and no insider was found to use the insider information to buy and sell the shares of the company.
In 2022, the board of supervisors will further strengthen the internal learning of supervisors, continuously enhance the communication and contact with the regulatory authorities, meet the regulatory needs of listed companies, perform their duties diligently and faithfully in strict accordance with the provisions of relevant laws, regulations and policies, further promote the standard operation of the company, improve the corporate governance structure, and effectively safeguard the legitimate rights and interests of the company and shareholders.
Shenzhen Cotran New Material Co.Ltd(300731) board of supervisors
April 9, 2002
