Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as the “company”) conscientiously performed its supervisory duties and independently exercised its functions and powers in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “Company Law”), the securities law of the people’s Republic of China, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions and requirements in the spirit of being responsible to all shareholders, Supervise and inspect the company’s operation and management activities, major events, financial status and the performance of duties by directors and senior managers, which has played a positive role in the standardized operation and development of the company and safeguarded the legitimate rights and interests of the company and shareholders. The board of supervisors now reports the work of 2021 as follows:
1、 Daily work of the board of supervisors in 2021
In 2021, the board of supervisors of the company held 8 meetings. The meeting conditions and resolutions are as follows:
(I) on February 23, 2021, the 24th Meeting of the 4th board of supervisors deliberated and adopted the following proposals:
1. Proposal on the general election of the board of supervisors and the nomination of candidates for non employee representative supervisors of the Fifth Board of supervisors;
2. Proposal on purchasing liability insurance for directors, supervisors and senior managers.
(II) on March 11, 2021, the first meeting of the Fifth Board of supervisors deliberated and adopted the proposal on the election of the chairman of the Fifth Board of supervisors.
(III) on April 19, 2021, the second meeting of the Fifth Board of supervisors deliberated and adopted the following proposals: 1. Proposal on the self-evaluation report on internal control in 2020;
2. Proposal on 2020 financial final accounts report;
3. Proposal on 2020 annual report and its summary;
4. Proposal on the special report on the deposit and use of raised funds in 2020;
6. Proposal on applying for bank credit line in 2021;
7. Proposal on the prediction of daily connected transactions in 2021;
8. Proposal on the work report of the board of supervisors in 2020;
9. Proposal on the remuneration scheme of supervisors in 2021;
(IV) on April 28, 2021, the third meeting of the Fifth Board of supervisors deliberated and adopted the proposal on the first quarter report of 2021.
(V) on August 19, 2021, the fourth meeting of the Fifth Board of supervisors deliberated and adopted the following proposals: 1. Proposal on the full text and summary of the 2021 semi annual report;
2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021; 3. Proposal on changing the purpose of share repurchase and cancellation;
4. Proposal on Amending the articles of association and going through the formalities of industrial and commercial change registration;
5. Proposal on the proposed renewal of the company’s accounting firm in 2021.
(VI) on October 21, 2021, the fifth meeting of the Fifth Board of supervisors deliberated and adopted the following proposals: 1. Proposal on the company meeting the conditions for issuing shares to specific objects;
2. Proposal on the company’s plan to issue shares to specific objects;
3. Proposal on the company’s stock issuance plan to specific objects;
4. Proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects;
5. Proposal on the feasibility analysis report on the use of funds raised by the company issuing shares to specific objects; 6. Proposal on the report on the use of the company’s previously raised funds;
7. Proposal on issuing A-Shares to specific objects in 2021, diluting the immediate return, taking filling measures and commitments of relevant subjects;
8. Proposal on shareholder return planning of the company in the next three years (20212023);
9. Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this issuance of shares to specific objects.
(VII) on October 25, 2021, the sixth meeting of the Fifth Board of supervisors deliberated and adopted the following proposals: 1. Proposal on the full text of the third quarter report of 2021;
2. Proposal on providing counter guarantee for secondary wholly-owned subsidiaries applying for comprehensive credit extension.
(VIII) on December 21, 2021, the 7th Meeting of the 5th board of supervisors deliberated and adopted the proposal on the prediction of guarantee line for wholly-owned subsidiaries applying for bank credit.
2、 Opinions of the board of supervisors on relevant matters
During the reporting period, the board of supervisors of the company carefully supervised and inspected the legal operation and financial situation of the company in strict accordance with the provisions of relevant laws, regulations and the articles of association. According to the inspection results, the board of supervisors expressed the following independent opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
The board of supervisors of the company earnestly performed its duties in strict accordance with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, and supervised the legal operation of the company in 2021. The board of supervisors of the company believes that the operation of the board of directors of the company is standardized, can organize and convene the general meeting of shareholders in accordance with the requirements of relevant laws and regulations, fully perform the functions and powers entrusted by the general meeting of shareholders, and earnestly implement the resolutions of the general meeting of shareholders. In 2021, the company gradually improved its internal control system. When performing their duties, the directors and senior managers fully complied with the provisions of the law and the company’s system, and there was no behavior damaging the interests of the company and all shareholders.
(II) financial situation of the company
During the reporting period, the board of supervisors inspected the company’s financial situation by listening to the report of the financial department in combination with the actual situation of the company, and strengthened the supervision of the company’s financial work. The board of supervisors believes that the company has sound financial system, standardized management and operation, good financial condition, true accounting statements, complies with the accounting law of the people’s Republic of China and relevant financial rules and regulations, accurately reflects the actual situation of the company’s headquarters and subsidiaries, and does not harm the interests of the company and the majority of shareholders.
(III) related party transactions
During the reporting period, the board of supervisors inspected the related party transactions of the company and believed that the related party transactions of the company met the actual business needs of the company and did not harm the interests of the company and shareholders.
(IV) use and management of the company’s raised funds
The board of supervisors inspected the deposit and use of the company’s raised funds, and agreed that in 2021, the company deposited and used the company’s raised funds in strict accordance with the requirements of the Shenzhen Stock Exchange GEM Listing Rules, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other rules, and performed the relevant information disclosure work truthfully, accurately and completely, There is no illegal use of the raised funds.
(V) external guarantee, equity and asset replacement of the company
1. The company has formulated the external guarantee management system, and can earnestly implement the relevant provisions to strictly control the risk of external guarantee and the risk of funds occupied by related parties.
2. After verification, the company’s guarantee matters in 2021: the company held the 7th Meeting of the 4th board of directors and the 6th meeting of the 5th board of supervisors on October 25, 2021, and deliberated and adopted the proposal on providing counter guarantee for tier 2 wholly-owned subsidiaries applying for comprehensive credit extension respectively, The company provided a counter guarantee line of 20 million yuan (RMB, the same below) for the secondary wholly-owned subsidiary Beijing Xingshengchang Network Technology Co., Ltd. (hereinafter referred to as “Xingshengchang”) to apply for credit business from the bank. For details, see the announcement on providing counter guarantee for secondary wholly-owned subsidiaries applying for comprehensive credit (Announcement No.: 2021085) disclosed by the company on cninfo.com.cn on October 26, 2021.
On December 21, 2021, the company held the 8th meeting of the 4th board of directors and the 7th Meeting of the 5th board of supervisors, which respectively deliberated and approved the proposal on the prediction of guarantee line for wholly-owned subsidiaries applying for bank credit, and agreed that the company would provide a total guarantee line of no more than 65 million yuan for some wholly-owned subsidiaries (including secondary wholly-owned subsidiaries), including but not limited to guarantee, counter guarantee and so on. The validity period of the guarantee limit is one year from the date of deliberation and approval at the eighth meeting of the Fourth Board of directors, and the guarantee limit can be recycled within the validity period. For details, please refer to the announcement on the prediction of guarantee line for wholly-owned subsidiaries applying for bank credit (Announcement No.: 2021098) disclosed by the company on cninfo.com on December 21, 2021.
On January 5, 2022, Xingshengchang, the company’s second-class wholly-owned subsidiary, and Bank Of Nanjing Co.Ltd(601009) Beijing Branch (hereinafter referred to as Bank Of Nanjing Co.Ltd(601009) Beijing Branch) signed the contract of maximum credit amount (hereinafter referred to as the “main contract”). Under the main contract, the maximum credit principal balance of Bank Of Nanjing Co.Ltd(601009) Beijing Branch is 20 million yuan, and the credit period is from December 5, 2022. As of January 5, 2022, the total guarantee amount of the company and its holding subsidiaries was 85 million yuan, accounting for 29.46% of the company’s audited net assets in 2020; The company’s guarantee balance is 40 million yuan, accounting for 13.86% of the company’s audited net assets in 2020; The guarantee amount incurred by the company is the guarantee provided by the company to the secondary wholly-owned subsidiary star sound field; The company has not provided any guarantee to any entity other than the consolidated statements, no overdue external guarantee, no illegal guarantee, etc. For details, please refer to the progress announcement on providing guarantees for tier 2 wholly-owned subsidiaries (Announcement No.: 2022001) disclosed by the company on January 5, 2022.
During the reporting period, the company did not have debt restructuring, non monetary transactions and asset replacement, nor did it have any other circumstances that damaged the interests of the company’s shareholders or caused the loss of the company’s assets,
(VI) publication of the company’s periodic reports
During the reporting period, the board of supervisors reviewed the company’s periodic reports and considered that the preparation and review procedures of the company’s periodic reports comply with the relevant provisions of laws, regulations and the articles of association, its content and format comply with the provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and the information contained truly, accurately and completely reflects the company’s financial status, operating results and cash flow, without false records Misleading statements or material omissions. (VII) opinions on self-evaluation report of internal control
After verification, the board of supervisors believes that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s operation and management, and can be effectively implemented. The establishment of the internal control system plays a good role in risk prevention and control in all links of the company’s production, operation and management, ensures the orderly and effective development of the company’s business activities, and protects the safety and integrity of the company’s assets, Safeguarding the interests of the company and shareholders. The self-evaluation report on internal control in 2021 meets the requirements of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant documents, and truly and completely reflects the construction and operation of the company’s internal control system.
(VIII) verification opinions on the establishment and implementation of insider information management system of the company
The board of supervisors of the company checked the establishment and implementation of the insider management system during the reporting period. The board of supervisors believed that the company had established the insider management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system and strictly standardized the information transmission process. The company’s directors, supervisors, senior managers and other relevant insiders strictly complied with the insider information management system. No insider trading the company’s shares by using the insider information was found, nor was it investigated and rectified by the regulatory authorities. The company will further improve the management of insider information in accordance with relevant laws and regulations.
3、 Work priorities of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to perform its duties faithfully and diligently, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, and establish a good image of the company. The work priorities of the board of supervisors in 2022 mainly include the following aspects:
(I) the board of supervisors will strengthen the audit supervision of major operation and management activities and key departments, pay attention to the implementation of the company’s key work, earnestly perform the supervision responsibilities entrusted by the law and the articles of association, safeguard the interests of shareholders, employees and enterprises, and ensure the preservation and appreciation of assets.
(II) the board of supervisors will strengthen communication and coordination with the board of directors and the management, focus on the progress of the company’s risk management and internal control system construction, actively urge the construction and effective operation of the internal control system, carefully review the regular reports prepared by the board of directors, and strictly control them to ensure the authenticity, accuracy and integrity of the financial reports. (III) the board of supervisors will participate in targeted learning and training in laws and regulations, financial management, internal control construction, corporate governance and other aspects, improve professional skills, improve their own business level and ability to perform their duties, continue to promote the self construction of the board of supervisors, give better play to the supervision function of the board of supervisors, so as to better safeguard the interests of the company and shareholders.
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. board of supervisors
April 20, 2022
