Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Work report of the board of directors in 2021
In 2021, the board of directors of the company strictly complied with the requirements of relevant laws and regulations such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (the original guidelines for standardized operation of listed companies of Shenzhen Stock Exchange), as well as the articles of association, rules of procedure of the board of directors and other relevant provisions, Strictly perform the duties of the board of directors in accordance with the law, continuously improve corporate governance, standardize the operation of the company, and faithfully perform their duties in the spirit of being responsible to the shareholders of the company. Now the main work report of the board of directors in 2021 is as follows:
1、 Overall operation of the company in 2021
Despite the impact of covid-19 epidemic and the overall decline of the international economic environment in 2021, the board of directors earnestly implemented the resolutions of the general meeting of shareholders. Facing the difficulties and adverse factors such as the epidemic, the board of directors and management actively grasped the market growth opportunities, carried out various work diligently, made solid progress, and made overall arrangements for prevention and control and production and operation, Promote the improvement of corporate governance and the healthy and stable development of all businesses of the company.
2、 Performance of the board of directors in 2021
(1) Meetings of the board of directors in 2021
In 2021, the board of directors of the company held 8 meetings, which were operated in strict accordance with the law. All directors fully expressed their opinions on relevant proposals in a serious and responsible, diligent and prudent manner, and formed a final resolution, which ensured the stable operation of the company’s production and operation and promoted the sustainable development of the company. The details are as follows:
Date of the meeting and voting on the proposal of the meeting
1. 2020 work report of the board of directors
2. 2020 general manager’s work report
3. Financial settlement plan for 2020
4. 2020 profit distribution plan
The second board of directors 5. Financial budget plan for 2021
The fourth session of the board of directors 202101-18 6. The proposal of the meeting on the deliberation and approval of the 2020 audit report and financial statements
7. Proposal on internal control assurance report
8. Discussion on the remuneration of directors and supervisors in 2020
Case
9. On the remuneration of senior managers in 2020
Proposal
10. On the remuneration of directors and supervisors in 2021
Proposal
11. On the remuneration of senior managers in 2021
Proposal for
12. On reappointment of the company’s audit institution in 2021
Proposal for
13. Discussion on determining the issuance mode of this issuance
Case
14. On convening the 2020 annual general meeting of shareholders
Proposal
The second session of the board of directors 1. Notice on opening a special account for raised funds
The fifth meeting of the board of directors considered and adopted the proposal 202102-10
1. On changing the registered capital and company type of the company
And amend the articles of association and handle the industrial and commercial change registration
Proposal for
2. On replacing pre invested funds with raised funds
Discussion on projects and self raised funds with paid issuance expenses
Case
The second board of directors 3. On using some idle raised funds for cash
The sixth meeting of the board of directors deliberated and adopted the proposal on the management of funds on April 19, 2021. 4. On the use of bank bills to pay raised investment items
Proposal on equal replacement of project funds with raised funds
5. Discussion on Revising the management system of raised funds
Case
6. Regulations on the registration and management of insider information
Proposal on “system”
7. On convening the first extraordinary general meeting of shareholders in 2021
Proposal of the board of directors
The second board of directors 1. Discussion on the company’s report for the first quarter of 2021
The seventh session of the board of directors considered and adopted the 202104-26 proposal
The second board of directors 1. Proposal on foreign investment and establishment of wholly-owned subsidiaries
The eighth 202105-07 proposal of the board of directors was considered and adopted at the meeting
1. Full text and summary of semi annual report on 2021
Proposal for
2. Deposit and of raised funds in the half year of 2021
Proposal on the special report on the use of the second board of directors
The 9th meeting of the board of directors 202108-24 3. The proposal on Amending the articles of association was considered and passed at the meeting 4. The proposal on Amending the rules of procedure of the general meeting of shareholders
Case
5. Proposal on Amending the rules of procedure of the board of directors
6. Proposal on Amending the working rules of the general manager
7. Discussion on Revising the decision-making system of related party transactions
Case
8. Discussion on Revising the foreign investment management system
Case
9. Suggestions on Revising the foreign guarantee management system
Case
10. On Revising the information disclosure management system
Proposal for
11. On Amending the detailed rules for the implementation of the cumulative voting system
Proposal for
12. Suggestions on Revising the internal audit management system
Case
13. Proposal on Amending the rules of procedure for independent directors
Case
14. On Amending the working rules of the Secretary of the board of directors
Proposal for
15. Amendments to the regulations on controlling shareholders and related parties
Proposal on occupying the company’s capital system
16. On Amending the rules of procedure of the strategy committee
Proposal for
17. On Amending the rules of procedure of the audit committee
Proposal for
18. On Amending the rules of procedure of the nomination committee
Proposal for
19. On Revising the rules of procedure of remuneration and assessment committee
Proposal for rules
20. Regulations on the establishment of directors, supervisors and senior management
Proposal on the management system of the company’s stock trading
21. Proposal on appointing the head of the Audit Department of the company
22. About convening the second extraordinary shareholders’ meeting in 2021
Proposal of the general meeting
The second board of directors 1. Discussion on the company’s report for the third quarter of 2021
The tenth 202110-28 proposal of the board of directors was considered and adopted at the meeting
1. Proposal on signing project investment agreement
The second board of directors 2. Proposal on Amending the articles of Association
On December 27, 2021, the 10th meeting of the board of directors 3. The proposal on renewing the appointment of accounting firms was deliberated and adopted at one meeting 4. The proposal on convening the first extraordinary general meeting of shareholders in 2022
Proposal of the board of directors
(2) Performance of special committees under the board of directors
The board of directors of the company has four special committees, namely audit committee, strategy committee, remuneration and assessment committee and Nomination Committee.
During the reporting period, the special committees of the board of directors earnestly performed their duties and further standardized the corporate governance structure in accordance with the standards for the governance of listed companies, the articles of association and the working rules of the special committees. The details are as follows:
A. Performance of audit committee
In 2021, the audit committee held five meetings, as follows:
Membership, date of meeting, content and voting
1. Report on the work of the audit committee in 2020
The proposal of the report on January 8, 2021 was considered and passed. 2. On the review of 2020 audit report and financial report
Proposal on financial statements
On April 19, 2021, the proposal on the financial report of the first quarter of 2021 was considered and passed
1. Proposal on 2021 semi annual financial report
Case
2. Deposit of raised funds in 2021
Proposal on special report on and use
