Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
Work report of the board of supervisors in 2021
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (hereinafter referred to as "the company") all members of the board of supervisors carefully and conscientiously performed their duties in accordance with the provisions and requirements of the company law, the articles of association and the rules of procedure of the board of supervisors, and independently exercised their functions and powers in accordance with the law, so as to ensure the standardized operation of the company and protect the interests of the company and investors. The board of supervisors shall supervise the company's business plan, related party transactions, production and operation activities, financial status, performance of directors and senior managers and operation of subsidiaries, so as to promote the standardized operation and healthy development of the company.
1、 Basic evaluation of the company's operation and management behavior and performance in 2021
In 2021, the board of supervisors of the company earnestly performed its supervisory duties in strict accordance with the requirements of the company 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 rights and interests of minority shareholders.
Members of the board of supervisors attended all meetings of the board of directors and general meetings of shareholders in 2021 as nonvoting delegates, and effectively supervised the company's business plan, related party transactions, production and operation activities, financial status, use and management of raised funds, performance of directors and senior managers, and operation of subsidiaries, faithfully performed their duties and further promoted the standardized operation of the company. The board of supervisors believes that the board of directors has earnestly implemented the resolutions of the general meeting of shareholders, faithfully fulfilled the obligation of good faith, and has not committed any act damaging the interests of the company and shareholders. All resolutions of the board of directors comply with the requirements of the company law and other laws and regulations and the articles of association of the company. The board of supervisors supervised the company's production and operation activities during the term of office, and believed that the company's management team was diligent and conscientious, earnestly implemented various resolutions of the board of directors, and there was no illegal operation in the operation.
2、 Meetings of the board of supervisors
During the reporting period, the board of supervisors mainly considered the matters related to the company's regular reports, the closing and permanent replenishment of convertible bond investment projects, and the restricted stock incentive plan in 2021. During the reporting period, the board of supervisors of the company held 5 meetings, and all supervisors attended in person. The details are as follows:
Name of the meeting meeting time for deliberation of proposals
Proposal on the work report of the board of supervisors in 2020
Proposal on the company's 2020 financial final accounts report
Proposal on 2020 financial audit report of the company
Proposal on the company's 2020 annual report and its summary
Proposal on the report of the third session of the board of supervisors on April 25, 2021 on the deposit and use of the company's raised funds in 2020
Proposal on the special audit report on the occupation of the company's funds by the company's controlling shareholders and other related parties in 2020
Proposal on the company's internal control self-evaluation report in 2020
Proposal on the company's 2020 profit distribution plan
Proposal on the company's reappointment of audit institutions in 2021
Proposal on the remuneration of supervisors of the company in 2021
Proposal on the company's report for the first quarter of 2021 on April 27, 2021 of the third board of supervisors
Ninth meeting
Proposal on the company's 2021 semi annual report and its summary; proposal on the special report of the third board of supervisors on August 25, 2021 on the deposit and use of the company's 2021 semi annual raised funds
Proposal on closing investment projects with funds raised from public issuance of convertible corporate bonds and permanently replenishing working capital with surplus funds raised at the 10th meeting and proposal on changes in accounting policies
Proposal on the company's report for the third quarter of 2021 on October 23, 2021 of the third session of the board of supervisors
Eleventh meeting
Proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary
Proposal on the management measures for the Twelfth Meeting of the company on the implementation and assessment of the restricted stock incentive plan in 2021, December 20, 2021, the third session of the board of supervisors
Proposal on verifying the list of some incentive objects first granted by the company's restricted stock incentive plan in 2021
3、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021:
(I) legal operation of the company
The implementation, the performance of the directors and senior managers of the company and the internal control system of the company were supervised. The board of supervisors believes that the decision-making procedures of the board of directors of the company strictly comply with the provisions of the company law, the securities law and other laws and regulations and the articles of association, earnestly implement the resolutions of the general meeting of shareholders, operate in a standardized and diligent manner; The company's internal control system is relatively perfect; Timely and accurate information disclosure; When performing their duties, the directors and senior managers of the company have not violated laws, regulations, the articles of association or damaged the interests of the company.
（2） Financial status of the company
In combination with the actual situation of the company, the board of supervisors strengthened the supervision of the company's financial work by listening to the report of the financial department and inspecting the company's financial situation. The board of supervisors of the company believes that the company and its subsidiaries have independent financial departments, independent financial books and independent accounting, and comply with the accounting law and relevant financial rules and regulations. The financial management of the company and its subsidiaries in 2021 is standardized, and the accounting statements truly and accurately reflect the actual situation of the company and its subsidiaries.
（3） Related party transactions
During the reporting period of this year, the daily related party transactions between the company and related parties have performed the corresponding legal procedures. The related party transactions are conducted fairly according to the contract or agreement, which does not harm the interests of the company.
(IV) use and management of the company's raised funds
The board of supervisors inspected the use and management of the company's raised funds during the reporting period. The board of supervisors believed that the use of the raised funds was strictly in accordance with the provisions of the company's raised funds management system, Comply with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the articles of association, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
During the reporting period, the company held the 10th meeting of the third board of supervisors on August 25, 2021, deliberated and adopted the proposal on closing the investment projects with funds raised by public issuance of convertible corporate bonds and permanently replenishing the surplus raised funds with working capital, The board of supervisors believes that it is agreed that the company will close the investment project of "industrialization project of diamond line with an annual output of 6 billion meters" raised funds through public issuance of convertible corporate bonds, permanently supplement the working capital with the surplus raised funds, and cancel the special account for the raised funds. This matter has been approved by the second extraordinary general meeting of shareholders of the company in 2021. The company's raised investment projects are officially closed.
(V) external guarantee of the company
During the reporting period, the company has no external guarantee.
(VI) establishment and implementation of insider information management system by the company
The company has established a relatively perfect insider information management system, which can implement relevant procedures in strict accordance with its requirements in the process of information disclosure, prevent the occurrence of insider information trading and protect the legitimate rights and interests of investors. During the reporting period, the company strictly implemented the insider registration management system, strictly standardized the information transmission process, and truthfully, accurately, timely and completely filed the insider of the company according to the requirements of the system. During the reporting period, no insider trading was found by relevant personnel using insider information. （7） Opinions on self-evaluation of the company's internal control
According to the requirements of relevant listing laws and regulations and the actual situation of the company, the company has established and improved the internal control system covering all links of the company, ensured the normal activities of the company's business activities and protected the safety and integrity of the company's assets. The company's internal control organization is complete and the internal auditors are in place, which ensures the full and effective implementation and supervision of the company's key internal control activities. 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.
（8） Review of financial reports
The board of supervisors carefully reviewed the 2021 financial report and other relevant materials audited by Tianzhi International Certified Public Accountants (special general partnership) and issued an unqualified opinion, and believed that the report objectively reflected the company's financial situation and operating results, the company's performance in 2021 was true and the cost control effect was remarkable.
4、 2022 work plan of the board of supervisors
In 2022, members of the board of supervisors will continue to perform their duties faithfully and diligently in strict accordance with national laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other provisions and requirements, and play their due role in improving corporate governance, supervising the company's operation according to law, and earnestly safeguarding the legitimate rights and interests of all shareholders and the company. The work plan of the board of supervisors in 2022 mainly includes the following aspects:
(I) actively participate in the relevant training organized by the regulatory authorities, further strengthen the study of professional knowledge, and strive to improve the professional and professional level of supervisors in performing their duties.
(II) continuously supervise the standardized operation of the company and actively supervise the construction and effective operation of the internal control system.
(III) attend the board of directors and shareholders' meeting of the company as nonvoting delegates according to law, timely grasp the legitimacy of major decision-making matters and decision-making procedures of the company, supervise the diligence of directors and senior managers of the company, and prevent acts damaging the interests of the company.
(IV) check the company's financial situation and supervise the company's financial operation by regularly reviewing the company's financial reports.
In 2022, the board of supervisors will perform its duties with a more rigorous working attitude, ensure the legal operation of the company's board of directors and management, and safeguard the interests of the company's shareholders and the majority of small and medium-sized investors.
It is hereby reported.
Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) board of supervisors April 9, 2022
