Work report of the board of supervisors in 2021
In 2021, all the supervisors of Aoshikang Technology Co.Ltd(002913) (hereinafter referred to as "the company") conscientiously performed the functions and powers conferred by relevant laws and regulations in strict accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, other laws, regulations, the articles of association and the rules of procedure of the board of supervisors, with a diligent and responsible working attitude and the spirit of being responsible to all shareholders, Actively and effectively carried out work, supervised the legal operation of the company and the performance of duties by directors and senior managers of the company, and safeguarded the legitimate rights and interests of the company and shareholders. The main work report for 2021 is as follows:
1、 Meetings of the board of supervisors in 2021:
During the reporting period, the board of supervisors held 11 meetings:
1. On January 15, 2021, the 17th meeting of the second board of supervisors of the company was held. The meeting considered and passed the proposal on establishing a special account for raised funds and authorizing the signing of a tripartite supervision agreement, the feasibility analysis report on carrying out foreign exchange hedging business, and the proposal on using idle raised funds for cash management.
2. On February 9, 2021, the 18th meeting of the second board of supervisors of the company was held. The meeting deliberated and adopted the proposal on supplementing working capital with funds raised from non-public development banks' A-share shares.
3. On April 27, 2021, the 19th meeting of the second board of supervisors of the company was held. The meeting considered and passed the proposal on the 2020 annual report and its summary, the proposal on the achievement of the second phase unlocking conditions for the reserved grant part of the 2018 restricted stock incentive plan, the proposal on the 2020 annual financial final report, the proposal on the 2021 annual financial budget report The proposal on the special report on the deposit and actual use of the raised funds in 2020, the proposal on the profit distribution plan in 2020, the proposal on hiring an accounting firm in 2021, the proposal on the self-evaluation report on internal control in 2020, the proposal on withdrawing the incentive fund in 2020, the proposal on the text and full text of the report in the first quarter of 2021 The proposal on changing accounting policies, the proposal on the fifth repurchase and cancellation of some restricted shares granted but not unlocked to the incentive objects of restricted shares in 2018, the proposal on extending the construction period of some investment projects with raised funds, and the proposal on the work report of the board of supervisors in 2020.
4. On May 17, 2021, the 20th meeting of the second board of supervisors of the company was held. The meeting considered and passed the proposal on Aoshikang Technology Co.Ltd(002913) 2021 employee stock ownership plan (Draft) and summary, and the proposal on Aoshikang Technology Co.Ltd(002913) 2021 employee stock ownership plan management measures.
5. On August 25, 2021, the 21st Meeting of the second board of supervisors of the company was held. The meeting considered and passed the proposal on applying for comprehensive credit line from the bank, the proposal on adjusting the variety of investment products using idle own funds for cash management, and the proposal on the 2021 semi annual report and its summary Proposal on the special report on the deposit and actual use of raised funds in the half year of 2021, and proposal on using some idle raised funds to temporarily supplement working capital.
6. On October 22, 2021, the 22nd Meeting of the board of supervisors of the company was held, at which the proposal on the third quarter report of 2021 was considered and adopted.
7. On November 5, 2021, the 23rd Meeting of the second session of the board of supervisors of the company was held. The meeting considered and passed the proposal on the achievement of the third phase of unlocking conditions for the first award of the 2018 restricted stock incentive plan, the proposal on adjusting the repurchase price of restricted stocks, and the proposal on repurchasing and cancelling some restricted stocks that have been granted but not unlocked to some restricted stock incentive objects in 2018.
8. On November 9, 2021, the 24th Meeting of the second board of supervisors of the company was held. The meeting considered and passed the proposal on the 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2021 restricted stock incentive plan, and the proposal on the verification of the list of incentive objects of the 2021 restricted stock incentive plan The proposal on the 2021 stock option incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the 2021 stock option incentive plan, the proposal on the verification of the list of incentive objects of the 2021 stock option incentive plan, and the proposal on the replacement of the board of supervisors and the election of non employee representative supervisors of the third board of supervisors.
9. On November 29, 2021, the first meeting of the third board of supervisors of the company was held, at which the proposal on the election of the chairman of the third board of supervisors was considered and adopted.
10. On December 11, 2021, the second meeting of the third board of supervisors of the company was held. The meeting considered and passed the proposal on the 2021 restricted stock incentive plan (Revised Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2021 restricted stock incentive plan (Revised Draft), and the proposal on the verification of the list of incentive objects of the 2021 restricted stock incentive plan (adjusted) The proposal on the 2021 stock option incentive plan (Revised Draft) and its abstract, the proposal on the measures for the implementation and assessment of the 2021 stock option incentive plan (Revised Draft), the proposal on the verification of the list of incentive objects of the 2021 stock option incentive plan (adjusted), the proposal on the use of idle self owned funds for cash management Proposal on carrying out foreign exchange hedging business.
11. On December 31, 2021, the third meeting of the third board of supervisors of the company was held, and the proposal was considered and adopted at the meeting.
2、 Supervision 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 conscientiously performed its supervision duties in strict accordance with the provisions of relevant laws, regulations and company systems, and in the attitude of being responsible to the company and shareholders. Members of the board of supervisors attended all meetings of the board of directors and shareholders' general meetings in 2021, and carefully supervised and inspected the legal operation, financial situation and internal control of the company. According to the inspection results, Give the following opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
During the reporting period, the members of the board of supervisors attended or attended the board of directors and the general meeting of shareholders of the company, strictly supervised the decision-making procedures of the company and the performance of the duties of directors and senior managers, and believed that the company operated in strict accordance with the provisions of relevant laws, regulations and the articles of association, the decision-making procedures were legal and there were no illegal operations; The board of directors fully implemented the resolutions of the general meeting of shareholders, and the senior managers earnestly implemented the resolutions of the board of directors. During the reporting period, no directors and senior managers of the company were found to have violated laws, regulations, the articles of association and harmed the interests of the company and shareholders when performing their duties and exercising their powers.
(II) check the company's financial situation
The board of supervisors of the company inspected the financial system of the company during the reporting period according to law, and reviewed the financial statements, periodic reports and relevant documents. When reviewing the financial work report, the board of supervisors shall carefully listen to the report of the person in charge of Finance and ask the person in charge of finance or other financial personnel about relevant issues. The board of supervisors believes that the company's financial behavior during the reporting period was carried out in strict accordance with the accounting standards and the internal control system of financial management. The company's financial system is sound, the financial operation is standardized, the financial condition is good, and the accounting is free of major omissions and false records. The financial management of the company and its subsidiaries in 2021 was standardized, and the accounting statements truly and accurately reflected the actual situation of the company and its subsidiaries. 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. The company's 2021 annual financial report can truly reflect the company's financial status and operating results.
(III) check the regular report
During the reporting period, the board of supervisors issued a written review opinion on the periodic report and held that the procedures of the company's annual report, semi annual report and quarterly report prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The content of the report truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions.
(IV) related party transactions
The company had no related party transactions during the reporting period.
(V) verification of fund occupation and external guarantee of related parties
The board of supervisors carefully reviewed the relevant materials on the occupation of the company's funds by the controlling shareholders and other related parties and the company's external guarantees, and considered that there was no abnormal occupation of the company's funds by the controlling shareholders and other related parties; The company has no external guarantee.
(VI) check the use of raised funds
During the reporting period, the board of supervisors inspected the deposit and use of the company's raised funds. The board of supervisors believed that the company deposited and used the raised funds in strict accordance with the stock listing rules of Shenzhen Stock Exchange, the articles of association and the raised funds management system, and there was no illegal use of the raised funds.
(VII) internal control management and supervision
The board of supervisors conducted a detailed and comprehensive review of the company's self-evaluation report on internal control in 2021 and the operation of the company's internal control during the reporting period, and believed that the company had established and effectively implemented a relatively perfect internal control system according to the actual situation of the internal and external business environment and the provisions of laws and regulations, and the operation and management risk was controllable. (VIII) verification of information disclosure and insider management
The board of supervisors carefully reviewed the establishment of the insider registration system and the implementation of the insider registration management of the company, and held that the company has formulated the insider registration system in accordance with the relevant provisions of the securities regulatory authority, controlled the scope of insiders in strict accordance with the system, registered the list of insiders in the company, and there was no insider trading, It has maintained the principles of openness, fairness and impartiality of the company's information disclosure, and can effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors.
3、 Work objectives in 2022
The board of supervisors of the company will implement the company's strategic policy, strictly comply with the responsibilities entrusted to the board of supervisors by national laws and regulations and the articles of association, urge the company to standardize its operation, 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. The main work plans for 2022 include:
(I) further supervise and promote the standardized operation of the corporate governance structure and the coordinated operation of the decision-making body in accordance with the relevant provisions of the articles of association. Pay attention to the moral cultivation of directors, supervisors and senior executives, dedication and business performance of the company.
(II) in view of the continuous expansion and strengthening of the company's industry, the board of supervisors will continue to promote the normalization and systematization of supervision according to the actual production and operation, and promote the standardized operation of the company.
(III) strengthen the self construction of the board of supervisors and pay attention to the improvement of the professional quality of supervisors. The board of supervisors will continue to strengthen the study of business knowledge, actively carry out work exchanges, enhance business skills, innovate working methods and improve the level of supervision.
Aoshikang Technology Co.Ltd(002913) board of supervisors
April 19, 2022
