Jiangsu Jiejie Microelectronics Co.Ltd(300623)
Work report of the board of supervisors in 2021
Jiangsu Jiejie Microelectronics Co.Ltd(300623) (hereinafter referred to as “the company”) during the reporting period, the board of supervisors actively and effectively carried out its work in strict accordance with the company law, securities law, articles of association, rules of procedure of the board of supervisors and other relevant provisions in the attitude of being responsible to shareholders and the company, and the implementation of the resolutions of the general meeting of shareholders and the board of directors of the company, And the performance of the company’s senior managers, earnestly performed the functions and powers conferred by relevant laws and regulations, and effectively safeguarded the interests of the company and the rights and interests of the majority of shareholders. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 12 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:
Proposal on meeting time
Work report of the board of supervisors in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020
Full text and summary of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 annual report and Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 annual financial statement report
Self evaluation report on internal control in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020
Special report on the deposit and use of raised funds in Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020
Special report on the use of Jiangsu Jiejie Microelectronics Co.Ltd(300623) previously raised funds and proposal on Item 3 of the Fourth Board of supervisors on the occupation of funds by the company’s controlling shareholders and other related parties in 2020
Sixth meeting on March 19, 2021 Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2020 profit distribution plan
Plan for remuneration of Jiangsu Jiejie Microelectronics Co.Ltd(300623) directors, supervisors and senior managers in 2021
Proposal on employing Rongcheng Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2021
Proposal on cash management with temporarily idle raised funds
Proposal on using idle self owned funds for cash management
Proposal on the achievement of the conditions for lifting the restrictions in the third lifting period of the restricted stock incentive plan in 2017
Proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted
Report on the first quarter of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 on April 27, 2021 of the 4th board of supervisors
Seventh meeting
Proposal on the company and its subsidiaries applying for credit line from the bank and the company providing guarantee for its subsidiaries
On May 10, 2021 of the fourth session of the board of supervisors, the proposal on adjusting the 2017 restricted stock incentive plan and matters related to the number of eight meetings that can be lifted in the third unlocking period
Proposal on adjusting the number and price of rights and interests granted for the first time under the 2020 restricted stock incentive plan
Proposal on further clarifying the scheme for the company to issue convertible corporate bonds to unspecified objects
1.01 issuance scale
1.02 bond interest rate
1.03 determination of conversion price
Section 2021.6.3 and 1.04 of the 4th board of supervisors
9 meetings 1.05 issue object
1.06 issuance method
1.07 placement arrangement to original shareholders
Proposal on the listing of convertible corporate bonds issued by the company to unspecified objects
Proposal on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a tripartite supervision agreement
Proposal on foreign investment
Proposal on wholly owned subsidiaries applying for loans from banks with their own assets as collateral
2021.7.2 proposal on adjusting the investment amount of raised funds for raised investment projects of the Fourth Board of supervisors
Proposal on the replacement of self raised funds and paid issuance expenses of pre invested projects with raised funds by the company at the 10th meeting
Proposal on cash management with temporarily idle raised funds
Proposal on introducing external investors to increase capital of wholly-owned subsidiaries of the 4th board of supervisors
Proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted at the 11th meeting on July 30, 2021
Proposal on the full text of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 semi annual report and the summary of the fourth session of the board of supervisors
Proposal on the special report on the annual deposit and actual use of raised funds in the half year of 2021 on August 19, 2021
Proposal on changes in accounting policies
The 13th meeting of the 4th board of supervisors on August 24, 2021 on the proposal on granting reserved restricted shares to incentive objects
Proposal on introducing external investors to increase capital of subsidiaries in the 4th session of the board of supervisors
Proposal on subsidiary applying for credit line from bank and company providing guarantee for subsidiary on August 26, 2021, the 14th Meeting
Third quarter report of Jiangsu Jiejie Microelectronics Co.Ltd(300623) 2021 on October 19, 2021 of the 4th board of supervisors
Fifteenth meeting
On December 2, 2021 of the 4th board of supervisors, the proposal on signing the framework agreement at the 16th meeting of strategic cooperation with Shaoxing SMIC integrated circuit manufacturing Co., Ltd. (SMEC)
Proposal on providing financial assistance to holding subsidiaries (202112.8) of the 4th board of supervisors
Seventeenth meeting
2、 Performance of the board of supervisors in 2021
In 2021, the board of supervisors of the company, in the attitude of earnestly safeguarding the interests of the company and the rights and interests of all shareholders, conscientiously and strictly performed the rights of supervisors in accordance with the duties entrusted by the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations, and supervised the compliance and legitimacy of the company’s financial affairs and the duties performed by the company’s directors, general manager and other senior managers; Actively participate in the review of major decision-making matters and important business activities of the company, and put forward opinions and suggestions; Conscientiously studied relevant laws, regulations, rules and regulations, actively participated in various forms of training, deepened the understanding and understanding of relevant laws and regulations, and improved the ability to perform duties.
The members of the board of supervisors attended all the board of directors and shareholders’ meetings of the company in 2021, took the initiative to understand and inspect the company’s financial statements and operation, and mastered the relevant materials and information of the company. The board of supervisors believes that the board of directors of the company has conscientiously fulfilled the resolutions of the general meeting of shareholders, faithfully fulfilled the obligations of integrity and diligence, and has not committed any act detrimental to the interests of the company and shareholders. All resolutions of the board of directors are in line with the provisions of the company law and the articles of association.
3、 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 comprehensively supervised the legal operation, financial status, use of raised funds, related party transactions and performance of duties of senior managers of the company in strict accordance with relevant laws, regulations, normative documents and the articles of association, and issued the following audit opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
In 2021, the members of the board of supervisors of the company attended or attended 13 meetings of the board of directors and 6 meetings of the general meeting of shareholders, and strictly supervised the decision-making procedures of the company and the performance of directors and senior managers. The board of supervisors believes that the convening, convening and decision-making procedures of the board of directors and the general meeting of shareholders of the company comply with the company law, the securities law, the articles of association and other relevant provisions, the contents of relevant resolutions are legal and effective, and no illegal business activities of the company are found. The directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, regulations, normative documents and the articles of association. During the reporting period, the board of supervisors did not find that the directors and senior managers of the company violated laws, regulations, normative documents and the articles of association or damaged the interests of the company when performing their duties.
(II) financial situation of the company
During the reporting period, with the attitude of being responsible to all shareholders, the board of supervisors carefully and carefully supervised and inspected the company’s financial situation. The board of supervisors believed that the company’s financial system was sound, the operation was standardized, and the internal audit work was continuously strengthened. The company’s 2021 financial report objectively and truly reflects the company’s financial situation and operating results. Rongcheng Certified Public Accountants (special general partnership) has issued a standard unqualified audit report.
(III) internal control of the company
The board of supervisors reviewed the construction and operation of the company’s internal control system and the internal control evaluation report in 2021, and held that the company has established a relatively sound internal control system, all internal control systems can be effectively implemented, and has played a positive role in preventing and controlling various risks of the company. The internal control evaluation report of the company in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
(IV) use of raised funds
The company stores and uses the raised funds in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and the company’s raised funds management system. During the reporting period, there was no change in the use plan of raised funds or damage to the interests of shareholders, which did not affect the normal progress of the investment projects with raised funds, and complied with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the use of raised funds.
(V) acquisition and assets of the company
During the reporting period, the board of supervisors of the company inspected the acquisition and sale of assets of the company. The board of supervisors believed that there was no acquisition or sale of assets of the company during the reporting period.
(VI) external guarantees and related party transactions
During the reporting period, the company did not occupy the company’s funds by controlling shareholders and other related parties in violation of regulations; There is no case of providing funds directly or indirectly to related parties for use.
(VII) opinions on self-evaluation report of internal control
The board of supervisors of the company carefully reviewed the 2021 internal control self-evaluation report of the board of directors and issued the following audit opinions: the company has established a relatively perfect corporate governance structure and a relatively sound internal control system in combination with its own business characteristics and risk factors. The company’s internal control system has strong pertinence, rationality and effectiveness, and has been well implemented and implemented, which can make the preparation true Fair financial statements provide reasonable assurance for the healthy operation of the company’s business activities and the control of business risks.
4、 Board of supervisors
