Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Work report of the board of supervisors in 2021
In 2021, in accordance with the requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, the board of supervisors of the company attended and attended the board of directors and the general meeting of shareholders as nonvoting delegates, and effectively supervised the convening procedures of the meeting, the company's business activities, financial status, major decisions and the performance of duties by directors and senior managers, so as to protect the interests of the company and shareholders, Earnestly perform and independently exercise the duties of the board of supervisors.
The main work of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors in 2021
1. It has supervised the implementation of the resolutions of the general meeting of shareholders, the decisions of the board of directors and the operation and management behavior of the executive level according to law.
2. Put forward suggestions on improving the corporate governance structure to promote the company to further improve the corporate governance structure.
3. We have supervised whether the directors and management of the company have violated laws, regulations and the articles of association in performing their duties, and found no violation of laws or damage to the interests of the company and its shareholders.
4. Correctly and effectively perform the duties of the board of supervisors, attend the board of directors and the general meeting of shareholders as nonvoting delegates, and timely understand the information on major matters of the company and the internal rules and regulations of the company.
5. Reviewed the annual report, semi annual report and quarterly report prepared by the company, and regularly inspected the daily financial situation of the company.
6. Strengthen the study of laws and regulations, and actively participate in the training and study organized by regulatory departments at all levels.
2、 Meetings of the board of supervisors in 2021
In 2021, the board of supervisors of the company held five 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:
Meeting date of the session deliberation and voting of proposals
1. Work report of the board of supervisors in 2020
The second board of supervisors 2. Financial settlement plan for 2020
The fifth meeting of the board of directors 202101-08 3. The profit distribution plan for 2020 was considered and adopted
Discussion 4. Financial budget plan for 2021
5. Proposal on 2020 audit report and financial statements
6. Proposal on internal control assurance report
7. Proposal on remuneration of directors and supervisors in 2020
8. Proposal on remuneration of senior managers in 2020
9. Proposal on remuneration of directors and supervisors in 2021
10. Proposal on remuneration of senior managers in 2021
11. Proposal on reappointment of the company's audit institution in 2021
Case
1. On replacing pre invested projects with raised funds
And self raised funds paid for issuance
2. On using some idle raised funds for cash management
Proposal of the second board of supervisors
On April 19, 2021 at the sixth meeting of the board of directors 3. The proposal on using bank bills to pay raised investment project funds was deliberated and adopted
Proposal on equal replacement with raised funds
4. Proposal on Amending the management system of raised funds
5. On the establishment of the insider registration management system
Proposal of "degree"
The second Supervisor
The proposal on the company's report for the first quarter of 2021 was deliberated and adopted at the seventh meeting of the board of directors on April 26, 2021
Discuss
1. On the full text and summary of the 2021 semi annual report
Proposal
2. On the deposit and use of raised funds in the half year of 2021
Proposal on special report on utilization
3. Proposal on Amending the rules of procedure of the board of supervisors
The second session of supervisors 4. Proposal on Amending the rules of procedure of the general meeting of shareholders
The proposal on Amending the decision-making system of connected transactions was considered and adopted at the eighth meeting of the board of directors on August 24, 2021
Discussion 6. Proposal on Amending the foreign investment management system
7. Proposal on Amending the external guarantee management system
8. On Amending the regulations on prevention of occupation by controlling shareholders and related parties
Proposal on capital system of the company
9. Regulations on the establishment of directors, supervisors and senior managers
Proposal on the stock management system of the company
The second Supervisor
The proposal on the company's report for the third quarter of 2021 was deliberated and adopted at the ninth meeting of the board of directors on October 28, 2021
Discuss
3、 Performance of supervisory duties by the board of supervisors
In 2021, in order to standardize the operation of the company, ensure the scientific and reasonable operation decision-making of the company and obtain good economic benefits, the board of supervisors of the company strengthened supervision from the following aspects and faithfully performed the supervision function.
(1) Supervision of financial activities
The first is to strengthen the inspection of financial work processes and procedures in the company's business activities, and continue to urge the company to further improve the financial management system and internal control system; Secondly, regularly check the financial data as required to master the company's financial activities and current situation in time; Thirdly, implement financial supervision, supervise the company's financial activities, and promote the improvement of the company's financial management level.
(2) Supervision of business activities
Members of the board of supervisors shall attend all meetings of the board of directors of the company as nonvoting delegates and supervise major decisions in the operation and management of the company. The board of supervisors shall timely review relevant reports on the implementation of resolutions of the general meeting of shareholders, resolutions of the board of directors, production and operation plans, major investment plans, financial budget and final settlement plans, understand the specific situation of the company's operation and management activities, and put forward corresponding opinions and suggestions.
(3) Supervisor
The board of supervisors has performed its daily supervision function on the job behaviors of the company's directors, managers and other senior managers, urged the company's management personnel to act in accordance with the law, continuously improved their consciousness of observing discipline and law, and ensured that the company's business activities are carried out in accordance with the law.
4、 Independent opinions of the board of supervisors on the legal operation of the company
(1) Legal operation of the company
In 2021, the members of the board of supervisors attended the general meeting of shareholders and the board of directors according to law, and supervised the production and operation of the company, the implementation of decisions and the performance of directors and senior executives. The board of supervisors believed that the decision-making procedures of the company strictly followed the relevant provisions of the company law, the securities law, the articles of association and so on; The convening, convening, voting and resolution procedures of the general meeting of shareholders, the board of directors and the board of supervisors of the company are legal and effective. The board of directors earnestly implements the resolutions of the general meeting of shareholders and faithfully performs its duties; The directors and senior managers of the company are diligent and responsible, and have not found any behavior of the directors and senior managers of the company in violation of laws, regulations, articles of association or damaging the interests of shareholders and the company when performing their duties.
(2) Check the company's financial situation
In 2021, the board of supervisors carefully supervised and reviewed the company's financial status, financial management and operating results. The board of supervisors believed that the company's financial system was sound and its financial status was good; The preparation of the company's financial statements complies with the relevant provisions of the accounting system for business enterprises and the accounting standards for business enterprises, and the previous financial reports disclosed by the company can truly reflect the company's financial status and operating results; The audit opinion of the "standard unqualified opinion" audit report issued by the accounting firm is objective and fair.
(3) Internal control of the company
In 2021, the board of supervisors supervised and reviewed the evaluation report of the company's internal control and the standardization and operation of the internal control system. The board of supervisors believed that the company had established a relatively perfect and reasonable internal control system in accordance with relevant laws and regulations and in combination with the actual situation of the company, and had been effectively implemented. The establishment and effective implementation of the internal control system ensure the orderly and efficient development of the company's business activities, play a better role in risk prevention and control, ensure the safety and integrity of the company's assets, and safeguard the interests of the company and all shareholders.
(4) Insider information management of the company
In 2021, the board of supervisors supervised the company's implementation of the insider management system. The board of supervisors held that the company actively managed the insider information and registered the insider in strict accordance with the relevant regulations and requirements of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company's insider registration management system, so as to effectively prevent the occurrence of insider trading events, Safeguarding the legitimate rights and interests of investors. 5、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will continue to faithfully and diligently perform its supervision duties in strict accordance with the provisions of the company law, the securities law and other laws and regulations and the articles of association, adhere to financial supervision as the center, strengthen the audit supervision of important production and operation activities and key departments, and closely combine the actual work of the company through the combination of daily supervision and special inspection, While actively adapting to the development requirements of the company, we should strengthen our own learning, abide by the principle of good faith, strengthen supervision, promote the improvement of the corporate governance structure and the standardized operation of operation and management, and establish a good image of the company. In 2022, we will mainly do the following work:
(1) Supervision of directors and senior executives
Continue to strengthen the supervision of the performance of the company's directors and senior managers, strengthen communication and coordination with the board of directors and senior management team, and establish effective communication channels and methods.
(2) Supervision over the operation of the company according to law
Supervise the company's operation according to law, focus on the progress of the construction of internal control system, and strengthen the supervision of the company's major matters such as foreign investment, financial management, related party transactions, capital occupation, external guarantee and asset transactions with the help of the improvement of internal management mechanism.
(3) Financial supervision
Check the company's financial situation, and supervise the company's financial operation through regular understanding and review of financial reports.
(4) Supervision of self construction
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of association, continue to perform their duties faithfully and diligently, strengthen the supervision of the company's standardized operation and the performance of directors and senior managers, and further promote the improvement of the company's internal control system and corporate governance structure, Committed to safeguarding the legitimate rights and interests of the company and all shareholders.
Suzhou Huaya Intelligence Technology Co.Ltd(003043) board of supervisors April 18, 2022
