Leyard Optoelectronic Co.Ltd(300296)
Work report of the board of supervisors in 2021
2021 is the tenth year of the listing of Leyard Optoelectronic Co.Ltd(300296) (hereinafter referred to as “the company”). Based on the principle of being responsible to the public shareholders and the company, the board of supervisors of the company strictly abides by the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) in the daily operation of the company In accordance with the relevant provisions of the Leyard Optoelectronic Co.Ltd(300296) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of the Leyard Optoelectronic Co.Ltd(300296) board of supervisors, practically carry out all work around the annual production and operation objectives of the company. All supervisors of the company performed their duties with diligence and hard work, ensured the standardized operation of the company and the accuracy and integrity of assets and finance, and safeguarded the rights and interests of the company and shareholders. The work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors during the reporting period
During the reporting period, the board of supervisors of the company held 16 meetings, and the convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association and other laws, regulations and normative documents. The details are as follows:
1. On January 8, 2021, the company held the 14th meeting of the 4th board of supervisors, which deliberated and passed the proposal on terminating the capital and share increase of this subsidiary.
2. On January 28, 2021, the company held the 15th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on share repurchase scheme of the company.
3. On March 30, 2021, the company held the 16th meeting of the 4th board of supervisors, which deliberated and adopted the work report of the board of supervisors in 2020, the annual report and its summary in 2020, the final financial statement report in 2020, the audit report in 2020, the proposal on the company’s profit distribution plan in 2020, and the special report on the deposit and actual use of raised funds in 2020 Self evaluation report on internal control in 2020, proposal on withdrawing provision for asset impairment, proposal on renewing the appointment of accounting firm, proposal on the company and its subsidiaries applying for credit from banks and providing guarantee and related party transactions for the company, proposal on the prediction of daily related party transactions of the company in 2021, proposal on changes in accounting policies Proposal on the statement of unfulfilled performance commitments of Lvyi lighting engineering (Shanghai) Co., Ltd. in 2020.
4. On March 31, 2021, the company held the 17th meeting of the 4th board of supervisors, which deliberated and passed the proposal on the equity restructuring of its subsidiary naturalpoint, Inc. to Leyard Optoelectronic Co.Ltd(300296) Hong Kong.
5. On April 8, 2021, the company held the 18th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on the extension of some investment projects with raised funds.
6. On April 12, 2021, the company held the 19th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on providing affiliated guarantee for joint ventures.
7. On April 23, 2021, the company held the 20th meeting of the Fourth Board of supervisors, which reviewed and approved the report of the first quarter of 2021.
8. On May 31, 2021, the company held the 21st Meeting of the 4th board of supervisors, which deliberated and passed the proposal on the company’s employee stock ownership plan (Draft) in 2021 and its summary, the proposal on the company’s measures for the administration of employee stock ownership plan in 2021, and the proposal on the company’s restricted stock incentive plan (Draft) in 2021 and its summary Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021, and proposal on verifying the list of incentive objects of the company’s restricted stock incentive plan in 2021. 9. On June 22, 2021, the company held the 22nd Meeting of the 4th board of supervisors, which deliberated and passed the proposal on the company and its subsidiaries applying for credit from the bank and the related party providing guarantee and related party transaction for the company and its subsidiaries, the proposal on changing the purpose of part of the raised funds and increasing capital to the new implementation subject and reducing capital to the original implementation subject, and the proposal on canceling the issue of shares to specific objects.
10. On July 16, 2021, the company held the 23rd Meeting of the 4th board of supervisors, which deliberated and adopted the proposal on granting restricted shares to incentive objects.
11. On August 19, 2021, the company held the 24th Meeting of the 4th board of supervisors, which deliberated and adopted the semi annual report of 2021 and its summary, the special report on the deposit and actual use of raised funds in the semi annual of 2021, and the proposal on the company applying for credit from the bank and the related party providing guarantee and related party transaction for the company.
12. On September 9, 2021, the company held the 25th meeting of the Fourth Board of supervisors, which deliberated and passed the proposal on the company applying for credit from the bank and the related party providing guarantee for the company and related party transactions.
13. On October 11, 2021, the company held the 26th meeting of the 4th board of supervisors, which deliberated and passed the proposal on the company and its subsidiaries applying for credit from the bank and providing guarantee and connected transactions by connected persons. 14. On October 26, 2021, the company held the 27th meeting of the 4th board of supervisors, which deliberated and adopted the report of the third quarter of 2021 and the proposal on the company applying for credit from the bank and providing guarantee and connected transactions by connected persons.
15. On December 3, 2021, the company held the 28th meeting of the 4th board of supervisors, which deliberated and passed the proposal on the company applying for credit from the bank and providing guarantee and connected transactions by connected persons.
16. On December 30, 2021, the company held the 29th meeting of the Fourth Board of supervisors, which deliberated and passed the proposal on the company applying for credit from the bank and providing guarantee and connected transaction by connected persons, and the proposal on the establishment of public welfare fund and connected transaction.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company carefully supervised and inspected the company’s legal operation, financial situation, related party transactions and other matters in strict accordance with relevant laws, regulations and the articles of association. According to the inspection results, the following opinions were issued on the relevant situation of the company during the reporting period:
1. Legal operation of the company
In 2021, the company’s supervisors attended all the board of directors and general meetings of shareholders according to law, and strictly supervised the company’s decision-making procedures and the performance of duties by the company’s directors and senior managers. The company law and the articles of association of the securities exchange of China have been strictly followed, and the internal control system of the securities exchange of China has been established.
Timely and accurate information disclosure. The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company and shareholders when performing their duties.
2. Check the company’s financial situation
The board of supervisors carefully, carefully and effectively supervised, inspected and reviewed the company’s financial status, financial management and financial results in 2021, and believed that the company had sound financial system, standardized financial operation and good financial status, no major omissions and false records in accounting, strictly implemented the accounting law, accounting standards for business enterprises and other laws and regulations, and found no violations of rules and disciplines. The financial report truly and fairly reflects the financial position and operating results of the company in 2021.
3. Give audit opinions on the company’s periodic reports
The board of supervisors believes that the procedures for the preparation and review of the company’s annual report, semi annual report and quarterly report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
4. Use and management of raised funds
The board of supervisors inspected the use and management of the company’s raised funds in 2021. The board of supervisors believed that the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the raised funds management system, and there was no illegal use of the raised funds. The company fulfilled the relevant approval procedures and disclosure obligations for the change of the use of the raised funds.
5. Related party transactions of the company
The board of supervisors supervised and verified the related party transactions of the company in 2021 and held that:
During the reporting period, the company and its subsidiaries applied to the bank for comprehensive credit and loans due to business week, and Mr. Li Jun, the controlling shareholder and actual controller, provided guarantees. The cumulative amount of related party guarantees was 3.12 billion yuan, equivalent to 20 million US dollars, of which 2.75 billion yuan was jointly guaranteed by Mr. Li Jun and his spouse Ms. Yang Yani. These related party transactions were the guarantee provided by the above related parties for the company and its subsidiaries to apply for credit from the bank, Related parties provide financial support to the company without charging any fees or requiring the company to provide counter guarantee, and there is no situation that damages the interests of the company or non related shareholders.
During the reporting period, according to the business cooperation and the needs of the company’s business development, the company estimated the daily transaction volume between the company and its holding company and the related party Lijing microelectronics technology (Jiangsu) Co., Ltd. (hereinafter referred to as “Lijing”) in 2021, and the total amount of related party transactions is expected to be RMB 3524800519642400; The actual amount of related party transactions in 2021 was 343663700 yuan, which did not exceed the expected amount.
During the reporting period, Lijing, a joint venture of the company, applied to Bank Of Jiangsu Co.Ltd(600919) Wuxi Hedan sub branch for a loan with a total credit line of 140 million yuan. The company provided 70 million yuan of joint and several liability guarantee for the above-mentioned loan, and Lijing provided counter guarantee for the joint and several liability guarantee assumed by its equipment to the company. The purpose of this related party guarantee is to meet the capital demand in the operation and development of Lijing and promote its long-term development, which will not have an adverse impact on the company’s operating performance.
During the reporting period, the company and Mr. Li Jun, the controlling shareholder, actual controller, chairman and general manager of the company jointly established a public welfare fund with an original fund amount of 10 million yuan. Among them, the company donated 5 million yuan and Mr. Li Jun donated 5 million yuan. The public welfare fund jointly established by the company and its related person, Mr. Li Jun, is to give back to the society, help social public welfare undertakings and contribute to the realization of “common prosperity”. There is no transfer of interests and does not damage the interests of the company and other minority shareholders.
The company’s related party transactions in 2021 all performed relevant decision-making procedures, and the related directors and supervisors avoided voting. The voting procedures were in line with relevant laws, regulations and the articles of association.
6. External guarantee, equity and asset replacement of the company
The board of supervisors supervised and verified the company’s guarantee in 2021 and held that:
During the reporting period, the guarantee objects of the company’s new guarantee include the company’s wholly-owned subsidiaries, holding subsidiaries and joint ventures with 50% shareholding, and the overall guarantee risk is controllable; There are no debt restructuring, non monetary transactions and asset replacement, and there are no other situations that damage the interests of the company’s shareholders or cause the loss of the company’s assets.
7. Comments on the self-evaluation report of internal control
The board of supervisors issued the following audit opinions after reviewing the self-evaluation report of the board of directors on internal control in 2021 through field investigation:
(1) The company’s internal control system meets the requirements of relevant Chinese laws and regulations and securities regulatory authorities, and the internal organizational structure meets the requirements of modern management. It is also suitable for the actual situation of the company’s production and operation.
(2) The company’s organizational structure and internal control measures have played a good role in the control of all processes and links of enterprise management. It can prevent risks and ensure the healthy and stable operation of various business activities of the company.
(3) The company’s internal control self-evaluation report truthfully reflects the real situation of the company’s internal control, and there are no obvious weak links and major defects. With the needs of the company’s future operation and development, the company needs to continuously deepen management and further improve the internal control system to meet the needs of the company’s development and the requirements of relevant national laws and regulations.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors of the company 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. The board of supervisors of the company will continue to perform its duties faithfully and diligently, strengthen its own learning and supervision, and promote the improvement of the corporate governance structure and the standardized operation of operation and management.
2. The board of supervisors of the company will continue to actively perform its supervisory duties in strict accordance with relevant national laws, regulations, normative documents and the articles of association, strengthen communication and coordination with the board of directors and management, carry out in-depth supervision and inspection, strengthen supervision over subsidiaries, and supervise the directors and senior managers of the company to perform their duties diligently. 3. Check the company’s financial situation, and supervise the company’s financial operation through regular understanding and review of financial reports.
Leyard Optoelectronic Co.Ltd(300296) board of supervisors
April 14, 2022
