Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Work report of the board of supervisors in 2021
Sichuan Tianyi Comheart Telecom Co.Ltd(300504) , the board of supervisors and all members of the board of supervisors strictly perform the duties of the board of supervisors and independently exercise their functions and powers according to law in accordance with the company law, the securities law and other laws and regulations, the articles of association and the rules of procedure of the board of supervisors, so as to ensure the standardized operation of the company and safeguard the interests of the company and investors. In 2021, the board of supervisors supervised the company’s long-term development plan, major projects, production and operation activities, financial status and the performance of directors and senior managers, so as to promote the standardized operation and healthy development of the company. The main work contents of the board of supervisors in 2021 are reported as follows:
1、 Meetings of the board of supervisors
During the reporting period, the company held 8 meetings of the board of supervisors, and the convening, convening and voting procedures of the meeting of the board of supervisors were in line with the provisions of the company law and other laws and regulations, the articles of association and the rules of procedure of the board of supervisors. 1. The 13th meeting of the third session of the board of supervisors held on March 25, 2021 deliberated and adopted: the proposal on the work report of the board of supervisors in 2020, the proposal on the final financial statement report in 2020, the proposal on the profit distribution plan in 2020, the proposal on the annual report and summary in 2020, the proposal on the self-evaluation report of the company’s internal control in 2020 Proposal on the special report on the deposit and use of the company’s raised funds in 2020, proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company’s audit institution in 2021, proposal on the prediction of the company’s daily connected transactions in 2021, and proposal on using some idle raised funds for cash management.
2. At the 14th meeting of the third board of supervisors held on April 22, 2021, the proposal on the company’s first quarter report in 2021, the proposal on the company’s restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company’s assessment and management measures for the implementation of the restricted stock incentive plan in 2021 were deliberated and adopted Proposal on the list of incentive objects first granted by the company’s restricted stock incentive plan in 2021.
3. The 15th meeting of the third board of supervisors held on May 31, 2021 deliberated and adopted: the proposal on adjusting the list of incentive objects, the number of rights and interests granted and the price granted for the first time in the 2021 restricted stock incentive plan, and the proposal on granting restricted shares to incentive objects in the 2021 restricted stock incentive plan for the first time.
4. On June 22, 2021, the 16th meeting of the third session of the board of supervisors was held to review and approve: the proposal on the general election of the board of supervisors of the company and the nomination of candidates for non employee representative supervisors of the fourth session of the board of supervisors, the proposal on using some idle raised funds to temporarily supplement working capital, the proposal on the remuneration of supervisors of the company, and the proposal on providing guarantee to Hong Kong subsidiaries.
5. The first meeting of the Fourth Board of supervisors held on July 9, 2021 deliberated and adopted the proposal on the election of the chairman of the Fourth Board of supervisors.
6. The second meeting of the fourth session of the board of supervisors held on August 10, 2021 deliberated and adopted: the proposal on the company’s 2021 semi annual report and summary, the proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds, and the proposal on the company’s 2021 semi annual provision for credit impairment.
7. The third meeting of the fourth session of the board of supervisors held on October 18, 2021 deliberated and adopted: the proposal on the company’s third quarter report in 2021 and the proposal on adjusting the provision of guarantees to Hong Kong subsidiaries. 8. The fourth meeting of the Fourth Board of supervisors held on December 3, 2021 deliberated and adopted the proposal on granting reserved restricted shares to the objects of the restricted stock incentive plan in 2021. 2、 The supervision items are as follows
1. Legal operation of the company
The general meeting of shareholders and the meeting of the board of directors of the company were convened and held in accordance with the relevant provisions of the company law, the securities law and the articles of association. The decision-making procedures met the relevant requirements, the contents of relevant resolutions were legal and effective, and the company was not found to have any illegal acts. The members of the board of directors and senior managers of the company can faithfully and diligently perform their duties in accordance with the relevant provisions of national laws, regulations and the articles of association. During the reporting period, it was not found that the directors and senior managers of the company violated laws, regulations, the articles of association and harmed the interests of the company and shareholders when performing their duties and exercising their powers.
2. Financial situation of the company
After effective supervision, inspection and review of the company’s financial status and operating results in 2021, the board of supervisors believes that the company has sound financial system, perfect internal control system, standardized financial operation and good financial status. The audit report of the accounting firm is objective and fair, without major omissions and false records, and truly and fairly reflects the financial status and operating results of the company in 2021.
3. Major related party transactions of the company
The company’s decision-making procedures for daily connected transactions in 2021 met relevant requirements, the contents of relevant resolutions were legal and effective, and there were no major connected transactions.
4. External guarantee, asset acquisition and sale of the company
In 2021, the company had no illegal guarantee, asset acquisition and sale.
5. Internal control of the company
The board of supervisors believes that the company has established a relatively perfect corporate governance structure, formulated a relatively complete management system related to corporate governance and internal control, and can continuously improve it according to the actual situation of the enterprise and regulatory requirements. The implementation of the company’s internal control system is good, in line with relevant laws and regulations and the normative requirements of the securities regulatory authorities for the management of the internal control system of listed companies, The 2021 internal control self evaluation report comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Work plan for 2022
1. Members of the board of supervisors should strengthen the study of finance, laws and regulations, improve their professional quality and constantly improve their working ability; Enhance the sense of responsibility, adhere to principles, fulfill their duties and earnestly safeguard the rights and interests of shareholders. 2. Continue to strictly implement the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, faithfully perform the duties of the board of supervisors, and irregularly supervise and inspect the business behavior of the board of directors and senior managers according to law; At the same time, the board of supervisors will continue to strengthen the implementation of the supervision function, earnestly perform its duties, attend the board of directors, shareholders’ meeting and relevant meetings according to law, timely grasp the legitimacy and compliance of the company’s major decision-making matters and various decision-making procedures, further promote the standardized operation of the company, further enhance the awareness of risk prevention, and protect the rights and interests of shareholders, the company, employees and other stakeholders.
Sichuan Tianyi Comheart Telecom Co.Ltd(300504) board of supervisors
April 11, 2022
