Ledman Optoelectronic Co.Ltd(300162)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as the “company”) diligently performed the duties and obligations entrusted by the law and shareholders in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the articles of association and other relevant provisions and requirements, and paid tribute to the company’s finance, directors Managers and other senior managers shall supervise the legality and compliance of performing their duties, and safeguard the legitimate rights and interests of the company and shareholders.
The main contents of the work of the board of supervisors in 2021 are as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held seven meetings of supervisors. The specific contents are as follows:
(IV) the 11th interim Board of supervisors
The 11th (Interim) meeting of the 4th board of supervisors of the company was held on February 2, 2021. Three supervisors should be present at the meeting and three actually present. After deliberation, the meeting adopted the following proposals by voting: 1 Proposal on developing foreign exchange hedging business.
(II) the 12th session of the 4th board of supervisors
The 12th meeting of the 4th board of supervisors of the company was held on April 22, 2021. Three supervisors should be present at the meeting and three actually present. After deliberation, the meeting adopted the following proposals by voting:
1. Proposal on the work report of the board of supervisors in 2020;
2. Proposal on 2020 annual report and summary;
3. Proposal on 2020 financial report;
4. proposal on the financial statement report of 2020;
5. Proposal on 2020 profit distribution plan;
6. Proposal on self-evaluation report of internal control in 2020;
7. Proposal on the special report on the deposit and use of raised funds in 2020;
8. Proposal on the remuneration plan of the company’s supervisors in 2021;
9. Proposal on the company’s first stock option incentive plan, the third exercise period fails to meet the exercise conditions and the cancellation of all remaining stock options;
10. Proposal on terminating the non-public development of A-Shares in 2020;
11. Proposal on renewing the appointment of financial audit institutions;
12. Proposal on changes in accounting policies;
13. Proposal on providing guarantee for wholly-owned subsidiaries;
14. Proposal on using idle self owned funds for cash management;
15. Proposal on the full text of the report for the first quarter of 2021.
(III) the 13th meeting of the 4th board of supervisors
The 13th meeting of the 4th board of supervisors of the company was held on August 12, 2021. Three supervisors should be present at the meeting and three actually present. After deliberation, the meeting adopted the following proposals by voting:
1. Proposal on 2021 semi annual report and summary.
(IV) the 14th (temporary) meeting of the fourth session of the board of supervisors
The 14th (Interim) meeting of the Fourth Board of supervisors of the company was held on September 2, 2021. Three supervisors should be present at the meeting and three actually present. After deliberation, the meeting adopted the following proposals by voting: 1 Proposal on the second phase equity incentive plan (Draft) and its summary of the company;
2. Proposal on formulating the management measures for the implementation and assessment of the second phase equity incentive plan of the company;
3. Proposal on the verification opinions of the company on the list of incentive objects of phase II equity incentive plan.
(V) the 15th (temporary) session of the 4th board of supervisors
The 15th (Interim) meeting of the Fourth Board of supervisors of the company was held on September 22, 2021. Three supervisors should be present at the meeting and three actually present. After deliberation, the meeting adopted the following proposals by voting: 1 Proposal on the general election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the Fifth Board of supervisors;
2. Proposal on providing guarantee for holding subsidiaries;
3. Proposal on granting stock options to incentive objects for the first time.
(VI) the 16th (temporary) meeting of the 4th session of the board of supervisors
The 16th (Interim) meeting of the 4th board of supervisors of the company was held on October 22, 2021. Three supervisors should be present at the meeting and three actually present. After deliberation, the meeting adopted the following proposals by voting: 1 Proposal on the full text of the third quarter report in 2021;
2. Proposal on applying for comprehensive credit line and providing guarantee from banks and other financial institutions.
(VII) the first (temporary) meeting of the fifth session of the board of supervisors
The first (Interim) meeting of the 5th board of supervisors of the company was held on October 22, 2021. Three supervisors should be present at the meeting and three actually present. After deliberation, the meeting adopted the following proposals by voting: 1 Deliberating the proposal on the election of the chairman of the Fifth Board of supervisors.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
In accordance with relevant laws and regulations and the relevant provisions of the articles of association, the board of supervisors carefully supervised and inspected the company’s legal operation, financial status, external guarantee, internal control, equity incentive, non-public offering and other matters. According to the inspection results, the board of supervisors issued the following independent opinions on the relevant situation of the company during the reporting period: (I) the company’s legal operation
During the reporting period, the board of supervisors of the company, in accordance with the relevant provisions of the company law, the securities law, the articles of association and relevant laws and regulations, supervised the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the implementation of the company’s senior managers and the company’s management system.
The board of supervisors believes that the company’s decision-making procedures comply with the relevant provisions of the company law, securities law and other laws and regulations, as well as the articles of association, and have established a relatively perfect internal control system. The operation of the board of directors is standardized, the decision-making is reasonable, the procedure is legal, and the resolutions of the general meeting of shareholders are carefully implemented. The directors and senior managers of the company are devoted to their duties and perform their duties diligently, and there are no acts in violation of laws and regulations or damaging the interests of the company.
(II) check the company’s financial situation
During the reporting period, the board of supervisors conducted careful and effective supervision, inspection and audit on the company’s financial status and financial management.
The board of supervisors believes that the company’s financial report truly reflects the company’s financial status and operating results, and the audit opinion issued by Daxin Certified Public Accountants (special general partnership) on the company’s 2021 financial report is objective, fair, true and reasonable, which is conducive to the shareholders’ correct understanding of the company’s financial status and operating conditions. 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 raised funds
During the reporting period, the company had no deposit and use of raised funds.
(IV) acquisition and sale of assets by the company
The board of supervisors supervised and reviewed the acquisition and sale of assets of the company and held that there was no acquisition or sale of assets, no insider trading, no damage to shareholders’ rights and interests and loss of assets of the company in 2021.
(V) related party transactions
The board of supervisors held that in 2021, the company had no capital exchanges with related parties and no acts damaging the listed company and its shareholders.
(VI) external guarantee and fund occupation of related parties
In 2021, the company’s external guarantee was in line with the company’s long-term development plan, the guarantee decision-making procedure was in line with relevant laws and regulations and the articles of association, and there was no behavior damaging the interests of the company and shareholders. The guarantee provided by the company for its subsidiaries is conducive to promoting the sustainable and stable development of the company and its subsidiaries’ business and improving business efficiency. In 2021, the company did not provide guarantees for controlling shareholders and other related parties in violation of regulations, nor did it occupy funds by related parties, nor did it damage the interests of shareholders or cause the loss of assets of the company. (VII) opinions on self-evaluation report of internal control
The board of supervisors reviewed the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and held that the company has established a relatively sound internal control system in combination with its own operation and management needs and has been effectively implemented. The internal control is effective in all major aspects and can provide a reasonable guarantee for the preparation of true and fair financial statements, It can provide reasonable assurance for the healthy operation of the company’s businesses and the control of the company’s business risks. The self-evaluation report of the company’s internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
(VIII) establishment and implementation of insider information management system
The board of supervisors believes that in 2021, the company can do a good job in the registration and management of insider information in accordance with the requirements of the registration system for insiders of the company and the management system for users of external information of the company, effectively prevent the occurrence of violations such as abuse of the right to know, disclosure of insider information and insider trading by insiders, and protect the legitimate rights and interests of investors.
During the reporting period, it was not found that relevant personnel used insider information to engage in insider trading.
(IX) opinions on the implementation of equity incentive in the company
The board of supervisors held that since the third exercise period of the company’s phase I equity incentive plan did not meet the exercise conditions, according to the relevant provisions of the equity incentive plan, the company agreed to cancel all the remaining stock options of the phase I equity incentive plan, with a total of 1994800 stock options cancelled. After the cancellation, the implementation of the first phase of the company’s stock option incentive plan is completed.
The board of supervisors believes that the contents of Ledman Optoelectronic Co.Ltd(300162) phase II equity incentive plan (Draft) and its abstract comply with the company law, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the gem of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association. The implementation of this stock option incentive plan is conducive to the sustainable development of the company and does not damage the interests of the company and all shareholders.
The administrative measures for the implementation and assessment of Ledman Optoelectronic Co.Ltd(300162) phase II equity incentive plan conforms to the provisions of relevant laws, regulations and other normative documents and the actual situation of the company, which is conducive to ensuring the smooth implementation and standardized operation of the company’s phase II equity incentive plan, further improving the company’s governance structure and incentive mechanism, and there is no damage to the interests of the company and all shareholders.
The personnel listed in the list of incentive objects of the company’s stock option incentive plan meet the incentive object conditions specified in the measures for the administration of equity incentive of listed companies and the incentive object scope specified in the company’s phase II equity incentive plan (Draft), and their subject qualification as the incentive object of the company’s stock option incentive plan is legal and effective. At the same time, the granting conditions of this incentive plan have been achieved. It is agreed to grant 10.503 million stock options to 248 incentive objects on September 22, 2021.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to strictly abide by the company law, the securities law, the guidelines for the governance of listed companies, the guidelines for the board of supervisors of listed companies, the articles of association, the detailed rules for the work of the board of supervisors and other laws and regulations as well as the company’s rules and regulations, strictly abide by their duties, supervise and urge the standardized operation of the company, improve the corporate governance structure, and work hard to safeguard the interests of shareholders and the company and promote the sustainable development of the company.
Ledman Optoelectronic Co.Ltd(300162) board of supervisors
April 11, 2022
