Chengdu Jafaantai Education Technology Co.Ltd(300559)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company conscientiously performed the duties entrusted by the company law and the articles of association. In the spirit of being responsible to all shareholders, the board of supervisors scrupulously performed its duties, earnestly performed various functions and obligations, strengthened the supervision of the legality and compliance of the company’s finance and the performance of the company’s duties by the company’s directors, managers and other senior managers, and maintained the interests of the company, the legitimate rights and interests of shareholders, improved the corporate governance structure It has played its due role in establishing and improving the company’s management system. The work of the board of supervisors in 2021 is reported as follows:
1、 Basic evaluation of the company’s 2021 operation and management behavior and performance
In 2021, the board of supervisors earnestly performed its supervisory duties in strict accordance with the requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, and in order to effectively safeguard the interests of the company and the interests of the majority of shareholders.
The supervisors attended all the meetings of the board of directors in 2021 as nonvoting delegates and believed that the board of directors 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 requirements of the company law and other laws and regulations and the articles of association. The board of supervisors supervised the production and operation activities of the company during the term of office and believed that the management of the company was diligent and conscientious and earnestly implemented the resolutions of the board of directors. According to the established development direction of the company, we made great efforts to promote various work, rose to the difficulties, and better completed the performance objectives and strategic deployment set at the beginning of the year.
2、 Meetings of the board of supervisors in 2021
In 2021, the company held six meetings of the board of supervisors, as follows:
(I) on January 15, 2021, the eighth meeting of the third session of the board of supervisors was held. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Guo Yinhai, chairman of the board of supervisors. The meeting considered and adopted the plan on repurchase of shares of the company, the proposal on Authorizing the management to handle matters related to repurchase of shares, and the proposal on the achievement of lifting the restrictions on sales in the third phase of the first grant of restricted stock incentive plan in 2017;
(II) on March 30, 2021, the ninth meeting of the third session of the board of supervisors was held. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Guo Yinhai, chairman of the board of supervisors. The meeting deliberated and adopted the work report of the board of supervisors in 2020, the financial statement report in 2020, the profit distribution plan in 2020, the annual report in 2020 and its summary, and the self-evaluation report on internal control in 2020 The special report on the deposit and use of raised funds in 2020, the proposal on the closing of investment projects with raised funds and the permanent supplement of working capital with surplus raised funds, the proposal on the remuneration of supervisors in 2020, the proposal on the use of idle self owned funds for cash management, the proposal on the renewal of the employment of audit institutions in 2021 Proposal on the prediction of the company’s daily connected transactions in 2021;
(III) on April 26, 2021, the 10th meeting of the third session of the board of supervisors was held. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Guo Yinhai, chairman of the board of supervisors. The meeting deliberated and adopted the full text of the first quarter report of 2021 and the proposal on the company applying for a comprehensive credit line from the bank and providing joint and several guarantees and connected transactions by the controlling shareholders;
(IV) on July 30, 2021, the 11th meeting of the third session of the board of supervisors was held. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Guo Yinhai, chairman of the board of supervisors. The meeting considered and adopted the full text and summary of the 2021 semi annual report and the special report on the deposit and use of the raised funds in the half year of 2021;
(V) on September 28, 2021, the 12th meeting of the third session of the board of supervisors was held. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Guo Yinhai, chairman of the board of supervisors. The meeting deliberated and passed the proposal on the company applying for comprehensive credit line from the bank and the controlling shareholders providing joint and several guarantees and connected transactions free of charge;
(VI) on October 26, 2021, the 13th meeting of the third session of the board of supervisors was held. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Guo Yinhai, chairman of the board of supervisors. The report for the third quarter of 2021 was considered and adopted at the meeting.
3、 Opinions of the board of supervisors on relevant matters of the company in 2021
(I) opinions of the board of supervisors on the legal operation of the company
The company operates in strict accordance with the requirements of the company law, the articles of association and other relevant laws, regulations and systems, with reasonable, scientific decisions and legal procedures. The company has established a relatively perfect control system and relevant systems. The board of directors shall conscientiously implement the resolutions of the general meeting of shareholders and the authorization of the general meeting of shareholders. The directors and senior managers of the company shall not violate laws, regulations, articles of association or damage the interests of the company when performing their duties.
(II) opinions of the board of supervisors on the inspection of the company’s financial situation
The board of supervisors carefully reviewed the company’s 2021 financial report and believed that the company’s 2021 financial report truly reflected the company’s financial situation and operating results.
In 2021, the accumulated amount of external guarantee of the company was 3170455751 yuan, which were all guarantees provided for wholly-owned subsidiaries. By the end of 2021, the company’s accumulated external guarantee balance was RMB million, and the company did not provide guarantee for controlling shareholders, actual controllers and other related parties or individuals. During the reporting period, non operating funds occupied by unrelated parties.
(III) opinions of the board of supervisors on the company’s connected transactions
In 2021, the board of supervisors reviewed all related party transactions of the company and believed that the related party transactions of the company followed the principle of “openness, fairness and impartiality”, the transaction price was fair and reasonable, and there was no behavior damaging the interests of the company and shareholders.
(IV) use of raised funds
After carefully checking the use of the company’s raised funds, the board of supervisors believes that the company uses the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents and the company’s raised funds management system, and uses the raised funds in a timely, true, accurate and reliable manner The relevant information disclosure work has been fully performed, and there is no illegal use of the raised funds.
(V) information disclosure management system
The board of supervisors checked the establishment and implementation of the information disclosure management system during the reporting period and believed that the company had established the information disclosure management system, insider information insider management system and other management systems related to information disclosure management in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the relevant systems of information disclosure management and disclosed information in a timely and fair manner. The information disclosed was true, accurate and complete without false records, misleading statements or major omissions. Strictly standardize the information transmission process and timely complete the registration and filing of insider information. 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, effectively safeguarding the legitimate rights and interests of the majority of investors.
(VI) opinions on the self-evaluation report of the company’s internal control
After carefully reviewing the 2021 internal control self-evaluation report prepared by the company and consulting the company’s internal control and other relevant documents, the board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented. The 2021 internal control self-evaluation report truly and objectively reflects the construction and operation of the company’s internal control system. 4、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors will closely focus on the established strategic policies of the company, strictly abide by the responsibilities entrusted to the board of supervisors by national laws and regulations and the articles of association, strictly abide by their duties and supervise the standardized operation of the company. Do the following:
1. Continue to perform their duties faithfully and diligently, and 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. Hold regular and temporary 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. Strengthen the supervision of the company’s foreign investment, related party transactions, external guarantees 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.
3. Strengthen the internal learning of supervisors. Carefully study relevant laws and regulations, continuously improve the quality of supervision and inspection, and better cooperate with the work of the company’s board of directors and management.
Chengdu Jafaantai Education Technology Co.Ltd(300559) board of supervisors
April 11, 2022
