Shenzhen Coship Electronics Co.Ltd(002052)
Work report of the board of supervisors in 2021
Shenzhen Coship Electronics Co.Ltd(002052) (hereinafter referred to as "the company") the board of supervisors conscientiously performs its supervisory duties in accordance with the relevant provisions of the company law, the securities law, the articles of association, the stock listing rules of Shenzhen Stock Exchange, the rules of procedure of the board of supervisors and other relevant laws and regulations, in order to effectively safeguard the interests of the company and the rights and interests of minority shareholders. The main work report of the board of supervisors in this year is as follows:
1、 Composition and work overview of the board of supervisors
(I) composition of the board of supervisors
The board of supervisors of the company consists of 3 supervisors (including 2 shareholder representative supervisors and 1 Employee Representative Supervisor). The board of supervisors has a chairman of the board of supervisors.
(II) overview of the work of the board of supervisors
The board of supervisors has no objection to the supervision matters during the reporting period and performs the supervision function in strict accordance with the provisions of the company law and the articles of association. All members of the board of supervisors attended the meeting of the board of supervisors and considered various proposals; Attend the general meeting of shareholders as nonvoting delegates and accept inquiries from shareholders and their representatives; Attend the meetings of the board of directors as nonvoting delegates, supervise the matters considered by the board of directors, verify the major matters of the company, supervise the operation and management, financial status, related party transactions, performance of directors and senior managers, promote the standardized operation of the company and protect the rights and interests of the company and all shareholders.
The board of supervisors held that during the reporting period, the board of directors, members of the board of directors and management personnel of the company were basically loyal to their duties, earnestly implemented various resolutions of the general meeting of shareholders, and there were no acts detrimental to the interests of shareholders. At the same time, the company has established a relatively perfect internal control system, so that the management personnel can be diligent and responsible, and there are no violations in the operation.
2、 Meetings and resolutions of the board of supervisors
During the reporting period, the board of supervisors of the company held 8 meetings, and the meetings were as follows:
Deliberation time: deliberation of proposals at the session of the conference
result
Proposal 1 of the 5th session of the board of supervisors: proposal on the change of the board of supervisors and the election of all supervisors of the 6th session of the board of supervisors passed at the 42nd meeting of shareholders' representative supervisors on April 6, 2021
Proposal I. proposal on the election of the chairman of the board of supervisors
Proposal II of the 6th board of supervisors on April 22, 2021, on the remuneration assessment of supervisors in 2020 and the adoption of a meeting in 2021
Proposal on the remuneration scheme of supervisors
Proposal I. proposal on 2020 annual report and its summary
Case
Proposal II. Proposal on the work report of the board of supervisors in 2020
Case
Proposal 3: on the financial final accounts report of 2020
Proposal on Audit Report
Proposal IV. provision for asset impairment and write off in 2020
Proposal on assets
Proposal v. proposal on 2020 profit distribution plan
Proposal VI. on the capital of controlling shareholders and other related parties in 2020
Proposal on the special report on the occupation of gold
The seventh proposal of the sixth board of supervisors and the proposal of the second meeting of the second meeting on April 28, 2021
Proposal VIII. Evaluation report on internal control and internal control in 2020
Proposal on implementing self check list of rules
Proposal IX. proposal on correction and retroactive adjustment of accounting errors in the previous period
Case
Proposal X. on the company's outstanding losses reaching the total paid in share capital
One third of the bill
Xi. Proposal of the board of supervisors to the board of directors on significant
Special description of unqualified opinion audit report in uncertain paragraphs
Proposal for
Proposal XII. Full text and correction of the report on the first quarter of 2021
Proposal of the people's Republic of China
The first proposal of the sixth board of supervisors on June 29, 2021 and the proposal on correction of accounting errors in the early stage were adopted at three meetings
Proposal I on 2021 / 7 / 29 of the 6th board of supervisors and proposal on "2021 semi annual report" were adopted at four meetings
Proposal 1: the company meets the conditions for non-public offering of a shares
Proposal for
Proposal II. Proposal on non-public offering of A-Shares in 2021
Proposal for
Proposal III. on non-public offering of A-Shares in 2021
Proposal of the vote plan
Proposal IV. on the non-public offering of A-Shares in 2021
Proposal on the feasibility analysis report on the use of funds
Proposal v. composition of the company's issuance of shares to specific objects
The proposal of the sixth session of the board of supervisors on connected transactions was passed on August 20, 2021. The proposal of the fifth meeting VI on signing the "conditional stock subscription agreement"
And related party transactions
Proposal 7: no need to prepare the report on the use of the funds raised in the previous time
Proposal to report
Proposal 8: diluted immediate return on non-public offering of a shares
And filling measures and commitments of relevant subjects
Proposal IX. proposal on requesting the general meeting of shareholders to authorize the board of directors to handle with full powers
Proposal on matters related to this non-public offering of a shares
Proposal X. shareholders' return in the next three years (20212023)
Proposal for planning
The first proposal on 2021 / 10 / 28 of the sixth board of supervisors and the proposal on the third quarter report of 2021 were adopted at six meetings
The first proposal of the sixth board of supervisors on December 29, 2021 and the proposal on changes in accounting policies were adopted at the seventh meeting
3、 Supervision and verification opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, the board of supervisors and all supervisors of the company, in strict accordance with the functions and powers conferred by the company law, the securities law, the articles of association and other relevant laws and regulations, comprehensively understood and mastered the overall operation of the company and earnestly performed the supervision function by attending the general meeting of shareholders, the meeting of the board of directors and reviewing business materials.
The supervision and verification opinions of the board of supervisors on relevant matters of the company in 2021 are as follows:
(I) legal operation of the company
During the reporting period, the board of supervisors supervised the legal operation of the company. The members of the board of supervisors actively attended the board of directors and the general meeting of shareholders to fully understand the deliberation process of major issues of the company. It has supervised the legality of the procedures for convening the general meeting of shareholders, the legality of the matters to be considered, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the establishment of internal control system and the performance of various functions and powers of senior managers. The board of supervisors believes that the board of directors of the company can earnestly perform the functions and powers conferred by the company law, the articles of association and the Listing Rules of Shenzhen Stock Exchange, and fully implement the resolutions of the general meeting of shareholders. The company has established a relatively perfect internal control system. The senior managers of the company earnestly perform their functions and powers and earnestly implement the resolutions of the board of directors. The directors and managers of the company are loyal to their duties and diligent, There is no violation of the articles of association and relevant laws and regulations, and there is no behavior damaging the interests of the company and the interests of minority shareholders. (II) financial situation of the company
During the reporting period, the board of supervisors supervised and inspected the financial situation of the company and reviewed the quarterly financial report, semi annual financial report and annual financial report prepared by the board of directors of the company during the reporting period.
The board of supervisors held that during the reporting period, the company strengthened financial management and economic accounting in strict accordance with the accounting law, accounting standards for business enterprises and other relevant provisions, strictly implemented various internal control systems, improved internal control system and standardized financial operation. The company's regular reports of each period in 2021 can truly reflect the company's financial status, operating results and cash flow. The audit report issued by Dahua certified public accountants is objective and fair.
(III) acquisition and sale of assets by the company
During the reporting period, all assets purchased or sold by the company were in line with the principle of "honesty and trustworthiness, openness and equality", the transaction price was fair, there was no insider trading, did not damage the rights and interests of other shareholders, especially minority shareholders, and did not cause the loss of funds of the company.
(IV) related party transactions of the company
During the reporting period, the decision-making degree of related party transactions of the company complies with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations and the articles of Association; Related party transactions are fair and impartial, and there is no damage to the interests of the company and non related shareholders.
(V) external guarantee of the company
During the reporting period, the company performed corresponding review procedures for external guarantees in accordance with relevant laws and regulations, and there was no illegal guarantee. The company and its holding subsidiaries have not provided guarantees for shareholders, shareholders' holding subsidiaries, shareholders' subsidiaries and other related parties, any other unincorporated units or individuals. During the reporting period, the company had no overdue guarantee.
(VI) external investment of the company
During the reporting period, the company's foreign investment was
