Shenzhen Jame Technology Corp.Ltd(300868)
Annual work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shenzhen Jame Technology Corp.Ltd(300868) (hereinafter referred to as “the company”) conscientiously performed the functions of the board of supervisors in accordance with the company law, the securities law, the guidelines for the governance of listed companies and other relevant laws and regulations, normative documents, as well as the articles of association and the rules of procedure of the board of supervisors, with the attitude of being responsible to the whole shareholders, and in order to effectively safeguard the interests of the company and the rights and interests of the majority of small and medium-sized shareholders, Supervised all aspects of the company in 2020. The board of supervisors believes that the members of the board of directors and senior managers of the company are loyal to their duties, earnestly implement the resolutions of the general meeting of shareholders and fully implement all work, and there are no acts detrimental to the interests of shareholders. The report on the work of the board of supervisors in 2021 is as follows:
1、 Basic evaluation on the business behavior and performance of the board of directors and management in 2021
Through the supervision of the directors and senior managers of the company, the board of supervisors believes that the board of directors of the company can operate in strict accordance with the requirements of the company law, the articles of association and other relevant laws, regulations and systems. The company’s major business decisions are reasonable and its procedures are legal and effective. In order to further standardize its operation, the company has further established and improved various internal management systems and internal control mechanisms; When performing their duties, the directors and senior managers of the company can conscientiously implement the national laws and regulations, the articles of association and the resolutions of the general meeting of shareholders and the board of directors, be loyal to their duties, be conscientious and forge ahead. It is not found that the directors and senior managers of the company violate laws, regulations and the articles of association or damage the interests of shareholders and the company when performing their duties. 2、 Meeting of the board of supervisors in 2021
The third board of supervisors of the company consists of three supervisors, including two shareholder representative supervisors and one employee representative supervisor. In 2021, the board of supervisors of the company held 7 meetings, and all supervisors attended all meetings. The convening procedures comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. The specific meetings are as follows:
Meeting time session proposal
1. Proposal on using raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects
2. Proposal on changing the fourth meeting point of the third session of the board of supervisors on January 12, 2021, the implementation place of some investment projects with raised funds
3. Proposal on using the raised funds to replace the self owned funds invested in the raised projects in advance
4. Proposal on self inspection report on implementing main responsibility, improving governance level and realizing high-quality development
1. Proposal on the 2020 annual report and its summary 2. Proposal on the 2020 annual financial statement report 3. Proposal on the 2021 annual financial budget report 4. Proposal on the 2020 profit distribution plan 5. The 5th meeting of the third board of supervisors on April 22, 2021 Proposal on the self evaluation report on internal control in 2020
6. Proposal on the special report on the deposit and use of raised funds in 2020
7. Proposal on the report of the first quarter of 2021
8. Proposal on the work report of the board of supervisors in 2020 9. Proposal on the remuneration scheme of supervisors in 2021
1. Proposal on the sixth meeting of the third board of supervisors on August 17, 2021
2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021
1. Proposal on share repurchase plan of the company
2021-9-17 the 7th Meeting of the third board of supervisors 2. Proposal on applying for comprehensive credit line from banks and non bank financial institutions and the guarantee line provided by the company for wholly-owned subsidiaries
The eighth meeting of the third board of supervisors on October 28, 2021 1 1. Proposal on the company’s report for the third quarter of 2021
The ninth meeting of the third board of supervisors on November 23, 2021 1 1. Proposal on renewing the appointment of Daxin Certified Public Accountants (general special partnership) as the company’s audit institution in 2021
202112-29 the 10th meeting of the third board of supervisors 1. Proposal on the use of idle raised funds for cash management and the amount and validity of idle self owned funds for investment and wealth management
3、 Review 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, internal control and other matters in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines (revised in 2020) and the articles of association, According to the inspection results, the following opinions are expressed on the relevant situation of the company during the reporting period:
(I) legal operation
In 2021, the supervisors attended all the board of directors and shareholders’ meetings of the company in accordance with the law, and strictly supervised the decision-making procedures of the company and the performance of the directors and senior managers of the company.
The board of supervisors believes that the company has established a relatively perfect internal control system, and the company’s decision-making procedures strictly comply with the company law, securities law and other laws and regulations, as well as the provisions made by the CSRC, Shenzhen Stock Exchange and the articles of association, and the relevant information disclosure is timely, accurate and complete. The directors and senior managers of the company do not violate laws and regulations, normative documents and the articles of association or damage the interests of the company and shareholders when performing their duties.
(II) check the financial situation of the company
The board of supervisors carefully, carefully and effectively supervised, inspected and reviewed the company’s financial situation, financial management and financial results in 2021, and considered that the company had sound financial system, standardized financial operation and good financial condition. The standard unqualified audit report of 2021 issued by Daxin Certified Public Accountants (special general partnership) truly and accurately reflects the current financial situation and operating results of the company.
(III) use and management of raised funds
The board of supervisors inspected the use and management of the company’s raised funds during the reporting period. 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 (revised in December 2020), the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines (revised in 2020), the articles of association and the raised funds management system.
(IV) audit opinions on the company’s internal control
The board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented to ensure the orderly and effective development of the company’s business activities. The board of supervisors believes that the 2021 internal control self-evaluation report prepared by the board of directors truly and objectively reflects the construction and operation of the company’s internal control system. (V) opinions on profit distribution plan
The board of supervisors believes that the profit distribution plan for 2021 formulated by the board of directors of the company takes full account of the company’s operating conditions, future development needs and the needs of shareholders’ return on investment, complies with the relevant provisions of the company law, the articles of association and the commitments made by IPO and listing on the gem, and is in line with the interests of the company and all shareholders.
(VI) review opinions on external guarantee and fund occupation
During the reporting period, the company had no illegal external guarantee and capital occupation, and there was no loss of assets caused by damaging the interests of shareholders of the company.
(VII) acquisition and sale of assets
The company did not acquire or sell assets this year.
(VIII) related party transactions
The company has no related party transactions this year.
(IX) insider information management
In order to strengthen the management of the company’s inside information and keep the inside information confidential, the company has formulated the management system of inside information and insiders according to the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the system and clearly informed the insider of relevant confidentiality obligations and prohibited the trading of the company’s shares and derivatives in the form of electronic communication before entering the sensitive period. At the same time, conduct self inspection and supervision on the confidentiality of insiders. During the reporting period, the company did not find any insider trading or rectification required by the regulatory authorities. The board of supervisors will continue to faithfully perform its duties in strict accordance with the provisions of the company law, the securities law, the articles of association and relevant national laws and regulations, and further promote the standardized operation of the company.
(x) information disclosure of the company
During the reporting period, the company disclosed information in strict accordance with relevant laws and regulations, normative documents and company system documents to ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure. The board of supervisors reviewed the company’s regular reports and relevant major matters, put forward written audit opinions and disclosed them in time. The board of supervisors considered that there were no violations of laws and regulations in the company’s information disclosure during the reporting period.
4、 Main work of the board of supervisors in 2022
In 2022, the board of supervisors will continue to perform its duties faithfully and diligently in strict accordance with the provisions of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and relevant laws, regulations and normative documents, so as to further promote the standardized operation of the company. The work plan of the board of supervisors in 2022 mainly includes the following aspects:
(I) hold regular meetings in strict accordance with the provisions of various documents to further standardize and improve the daily work of the board of supervisors. Focus on supervising the operation of the company according to law, and urge the company to further improve the corporate governance structure and improve the governance level. Continue to strengthen the implementation of the supervision function, timely grasp the legitimacy and compliance of the company’s major decision-making matters and various decision-making procedures, and better safeguard the rights and interests of shareholders.
(II) strengthen the inspection of the company’s financial situation. Adhere to financial supervision as the core, strengthen the control and supervision of funds, supervise the company’s financial operation through regular understanding and review of financial reports, and focus on the company’s high-risk areas.
(III) supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
(IV) actively maintain communication with internal and external audit institutions, constantly strengthen supervision and inspection of enterprises, prevent business risks and further safeguard the interests of the company and shareholders.
Shenzhen Jame Technology Corp.Ltd(300868) board of supervisors
April 19, 2022
