Changshu Tianyin Electromechanical Co.Ltd(300342)
Work report of the board of supervisors
During the reporting period, all members of the board of supervisors of Changshu Tianyin Electromechanical Co.Ltd(300342) (hereinafter referred to as “the company”) strictly performed their duties in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, articles of association, rules of procedure of the board of supervisors and other laws and regulations, in the attitude of being responsible to all shareholders, and performed their duties legally and legally to the company’s finance, directors and senior managers Compliance supervision has promoted the standardized operation of the company. The main work report of the board of supervisors in 2021 is as follows:
1、 Convening of meetings of the board of supervisors
1. The 13th meeting of the 4th board of supervisors was held on April 8, 2021. All three members of the board of supervisors attended the meeting. The number of people in accordance with the articles of association was valid. The meeting was presided over by Zhang Jianhua, chairman of the board of supervisors. After voting, the proposal on the work report of the board of supervisors for Changshu Tianyin Electromechanical Co.Ltd(300342) 2020, the proposal on the annual report for Changshu Tianyin Electromechanical Co.Ltd(300342) 2020 and the summary of the annual report, the proposal on the final financial report for Changshu Tianyin Electromechanical Co.Ltd(300342) 2020, the proposal on the profit distribution plan for Changshu Tianyin Electromechanical Co.Ltd(300342) 2020 and the proposal on the profit distribution plan for Changshu Tianyin Electromechanical Co.Ltd(300342) special report of the board of directors on the deposit and use of raised funds in 2020 Proposal on self-evaluation report of internal control in Changshu Tianyin Electromechanical Co.Ltd(300342) 2020 and proposal on reappointment of audit institution in 2021.
2. The 14th meeting of the 4th board of supervisors was held on April 26, 2021. All three members of the board of supervisors of the company attended the meeting. The number of people in line with the provisions of the articles of association was valid. The meeting was presided over by Zhang Jianhua, chairman of the board of supervisors. After voting, the proposal on Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 first quarter report was considered and adopted.
3. The 15th meeting of the 4th board of supervisors was held on August 9, 2021. All three members of the board of supervisors attended the meeting. The number of people in line with the provisions of the articles of association was valid. The meeting was presided over by Zhang Jianhua, chairman of the board of supervisors. After voting, the proposal on the full text and summary of Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 semi annual report and the proposal on changing the purpose of share repurchase were considered and adopted.
4. The 16th meeting of the 4th board of supervisors was held on October 22, 2021. All three members of the board of supervisors attended the meeting. The number of people in line with the provisions of the articles of association was valid. The meeting was presided over by Zhang Jianhua, chairman of the board of supervisors. After voting, the proposal on the third quarter report of Changshu Tianyin Electromechanical Co.Ltd(300342) 2021 was considered and adopted.
2、 Independent opinions of the board of supervisors on relevant matters of the company during the reporting period
During the reporting period, in accordance with the relevant provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the board of supervisors earnestly performed the functions of the board of supervisors in order to effectively safeguard the interests of the company and the rights and interests of small and medium-sized investors, and comprehensively supervised the company’s legal operation, financial status, related party transactions, external guarantee, internal control and so on, After careful consideration, it is agreed that:
1. Legal operation of the company
The board of supervisors attended 7 meetings of the board of directors and 3 general meetings of shareholders of the company in 2021 according to law, and strictly supervised the company’s decision-making procedures and the performance of directors and managers.
During the reporting period, the board of supervisors of the company conscientiously performed its supervision duties and supervised and inspected the convening procedures, resolutions, implementation of resolutions of the general meeting of shareholders and the board of directors, performance of duties of senior managers and daily production and operation activities of the company in accordance with relevant laws, regulations and the articles of association. The board of supervisors believes that the company can operate in accordance with relevant laws, regulations and the articles of association, and all resolutions formed are legal and effective, and there is no violation of laws and regulations, the articles of association or damage to the interests of the company, shareholders and employees.
2. Check the company’s financial situation
During the reporting period, the board of supervisors earnestly performed the function of financial inspection, and inspected and supervised the implementation of the company’s financial system and business activities. The board of supervisors believes that the company has perfect financial system, sound internal control system, good financial condition and excellent asset quality; The company’s 2021 annual financial report can truly reflect the company’s financial situation and operating results; The standard unqualified audit report issued by zhongxinghua Certified Public Accountants (special general partnership) for the company is objective, fair, true and credible.
3. Related party transactions of the company
During the reporting period, the company had no significant related party transactions. No non operating occupation of the company’s funds by controlling shareholders and other related parties was found.
4. External guarantee
During the reporting period, the company did not have any illegal external guarantee, nor did it have any illegal external guarantee accumulated from previous years to December 31, 2021.
5. Verification of assets acquired or sold by the company
During the reporting period, the company had no major asset sales, asset replacement, asset guarantee and mortgage. 6. Opinions of the board of supervisors on the self-evaluation report of internal control
During the reporting period, the board of supervisors supervised the internal control of the company. The board of supervisors believed that the corporate governance structure of the company was relatively perfect, and the existing internal control system met the requirements of relevant laws and regulations and securities regulatory authorities and was effectively implemented; The formulation and operation of the internal control system ensure the normal and effective operation of the company and promote the internal management of the company. Therefore, the internal control of the company is reasonable and complete, which is feasible and effective after operation test; In 2021, the company did not violate the normative documents on the company’s internal control and the company’s internal control system issued by the CSRC and Shenzhen Stock Exchange. The self-evaluation report on internal control in 2021 issued by the board of directors of the company fairly reflects the construction and operation of its internal control system.
7. Establishment and implementation of insider information management system by the company
During the reporting period, the board of supervisors of the company supervised the establishment and implementation of the insider management system of the company. The board of supervisors believed that the company had established the insider registration management system in accordance with the requirements of laws and regulations. During the reporting period, the company strictly implemented the insider registration management system, strictly standardized the information transmission process, and was true, accurate and reliable in accordance with the requirements of the system Timely and completely record the insiders of the company. During the reporting period, no insider disclosed insider information, conducted insider trading or suggested others to use insider information for trading.
8. The board of supervisors gives review opinions on the company’s periodic reports
During the reporting period, the board of supervisors reviewed the company’s periodic reports and believed that the company had prepared the company’s periodic reports in strict accordance with relevant laws, administrative regulations and the provisions of the CSRC. The contents of the reports truly, accurately and completely reflected the actual situation of the company, and there were no false records, misleading statements or major omissions.
3、 Work plan for 2022
In 2022, the board of supervisors will continue to perform its duties faithfully and diligently, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, and establish a good integrity image of the company. The work plan of the board of supervisors in 2022 mainly includes the following aspects:
1. Supervise the operation of the company according to law, and actively urge the construction and effective operation of the internal control system.
2. Check the company’s financial situation, and supervise the company’s financial operation through regular understanding and review of financial reports.
3. Supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
The board of supervisors will continue to faithfully perform its duties in strict accordance with the provisions of the company law, the articles of association and relevant national regulations and policies, further promote the standardized operation of the company, ensure the operation of the board of directors and management in accordance with the law, and safeguard the interests of the company’s shareholders and a wide range of small and medium-sized investors.
Hereby report!
Changshu Tianyin Electromechanical Co.Ltd(300342) board of supervisors April 8, 2022
