Sunshine Global Circuits Co.Ltd(300739)
Work report of the board of supervisors in 2021
In 2021, Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as the “company”) the board of supervisors 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 (hereinafter referred to as the “Securities Law”), the self regulatory guidance of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association and the rules of procedure of the board of supervisors of the company, Earnestly perform the functions of the board of supervisors, independently exercise their functions and powers according to law, and actively carry out relevant work. The board of supervisors has effectively supervised and inspected the company’s business activities, financial status, related party transactions, use of raised funds and performance of duties of directors and senior managers by attending the board of directors, shareholders’ meeting, financial and related materials, etc., protected the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees, and promoted the standardized operation and healthy and sustainable development of the company.
The work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 10 meetings. 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:
Review status of proposals and matters at the session of the preparatory meeting No. date
Proposal on increasing capital to the subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd. and passing the second session of the board of supervisors
1. The 21st proposal on the extension of some investment projects with raised funds was adopted at the (Interim) meeting on January 29, 2021
The proposal on the prediction of daily connected transactions in 2021 was passed
Proposal on Amending Sunshine Global Circuits Co.Ltd(300739) and passing the 22nd foreign exchange derivatives trading business management system in 2021 by the second session of the board of supervisors
The proposal on adjusting the business quota of foreign exchange derivatives was adopted at the (Interim) meeting on December 12
The proposal on the work report of the board of supervisors in 2020 was adopted by the second session of the board of supervisors in April 2021
On March 20, the 23rd (regular) meeting adopted the proposal on 2020 annual report and summary
The proposal on the 2020 financial final accounts report was passed
The proposal on the profit distribution plan in 2020 passed the proposal on the self-evaluation report on internal control in 2020
Proposal on the special report on the deposit and actual use of raised funds in 2020
The proposal on the remuneration plan of the company’s supervisors in 2021 was submitted to the general meeting of shareholders for deliberation and the proposal on increasing capital to the subsidiary Jiujiang Sunshine Global Circuits Co.Ltd(300739) Technology Co., Ltd
The second board of supervisors in April 2021
On April 26, the 24th (Interim) meeting adopted the proposal on the company’s full text of the first quarter report of 2021
The second session of the board of supervisors adopted the proposal on replacing the self raised funds of pre invested projects with raised funds for the 25th time in June 2021
At the (Interim) meeting on July 7, the proposal on the first grant of the restricted stock incentive plan in 2020 passed the achievement of lifting the restrictions during the lifting of the restrictions
In August 2021, the proposal on increasing the implementation location of some raised investment projects was adopted by the second session of the board of supervisors for the 26th time on June 9
(Interim) the proposal on repurchase and cancellation of some restricted shares was adopted at the meeting
The full text of the report of the 27th session of the board of supervisors in 2027 and the second half session of the board of supervisors in 2021
Proposal on the special report on the deposit and actual use of the company’s raised funds in the half year of 2021 at the (regular) meeting on June 23
In October 2021, the proposal on providing guarantee for subsidiaries’ application for bank credit was adopted by the second session of the board of supervisors. On August 11, the 28th proposal on using part of the raised funds to increase capital to wholly-owned subsidiaries was adopted
The (Provisional) resolution was adopted
The second board of supervisors in October 2021
On September 28, the 29th (Interim) meeting adopted the proposal on the company’s full text of the third quarter report of 2021
The proposal on adjusting the amount of foreign exchange derivatives trading business passed the proposal on cash management by using some idle self owned funds and some idle raised funds of the second board of supervisors for the 30th time in December 2021
The proposal on the prediction of daily connected transactions in 2022 was adopted at the meeting on August 23, and the proposal on applying to the bank for credit line and providing guarantee for subsidiaries was adopted
2、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, in accordance with the company law and other relevant laws and regulations and the articles of association, the board of supervisors carefully supervised and inspected the standardized operation, financial status, raised funds, foreign investment, related party transactions, external guarantee, internal control and other matters of the company. According to the inspection results, the board of supervisors expressed the following opinions on the relevant situation of the company during the reporting period:
1. Legal operation of the company
In 2021, members of the board of supervisors attended the board of directors and general meeting of shareholders held by the company as nonvoting delegates.
The board of supervisors shall supervise and inspect the company’s decision-making procedures, the establishment and implementation of internal control system, and the performance of directors and senior managers. The board of supervisors held that in 2021, the company’s decision-making procedures complied with the relevant provisions of the company law, the securities law and other laws and regulations, as well as the articles of association, and established a relatively perfect internal control system. The operation of the board of directors is standardized, the decision-making is reasonable, the procedure is legal, and the resolutions of the general meeting of shareholders are carefully implemented. All directors and senior managers of the company are devoted to their duties and diligent in performing their duties, and have not found any acts in violation of laws and regulations, the articles of association or damaging the interests of the company.
2. Financial situation of the company
During the reporting period, the board of supervisors supervised and inspected the financial situation and operating results of the company in 2021, reviewed the quarterly report, semi annual report and annual report submitted by the board of directors, and strictly supervised the financial situation, financial management and use of raised funds of the company. The board of supervisors believes that: the company abides by the enterprise accounting system, accounting standards and other relevant rules and regulations, the company’s financial system is sound, and the financial situation is good. The company’s financial report in 2021 truly, accurately, completely and fairly reflects the company’s operation and management and financial situation, and there are no major omissions and false records. Lixin Certified Public Accountants (special general partnership) issued a standard unqualified audit report.
3. Use of funds raised by the company
During the reporting period, the board of supervisors checked the use plan and situation of the company’s raised funds in 2021. The board of supervisors believed that the company managed to use the raised funds in strict accordance with the provisions and requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the measures for the administration of the use of the company’s raised funds and other relevant laws and regulations. The use of the raised funds was legal and compliant, and there was no failure to be timely, true, accurate The use of the raised funds was fully disclosed, there was no change in the use of the raised funds in a disguised form, and no violation of laws and regulations and damage to the interests of shareholders were found.
4. The company’s foreign investment and sale of assets and other transactions
During the reporting period, the board of supervisors checked the company’s investment in 2021. The board of supervisors believed that the company’s decision-making and approval procedures related to foreign investment in 2021 were legal and compliant, and there was no insider trading, damage to the company’s shareholders’ rights and interests or loss of the company’s assets.
During the reporting period, the company did not sell important assets, and there was no damage to the shareholders’ rights and interests or loss of assets of the company.
5. Related party transactions of the company
During the reporting period, the board of supervisors checked the related party transactions in 2021. The board of supervisors believed that the decision-making procedures of the related party transactions of the company met the provisions of relevant laws and regulations, normative documents and the articles of association, the transaction matters were priced fairly, did not violate the principles of fairness, impartiality and fairness, would not affect the independence of the company, and the main business of the company would not rely on related parties due to such transactions, After full demonstration and prudent decision-making by the company’s decision-making department, it is fair and reasonable and does not damage the interests of the company and other shareholders.
6. Capital occupation, equity and asset replacement of related parties
During the reporting period, there was no occupation of funds and replacement of equity and assets by related parties.
7. External guarantee of the company
During the reporting period, the board of supervisors checked the guarantee of the company: except for the guarantee of subsidiaries, the company had no other external guarantee. The board of supervisors believes that the guarantee provided by the company for its subsidiaries is in line with the actual business needs of the company, the approval procedures are legal and compliant, and there is no situation that damages the interests of the company and shareholders.
8. Opinions on the self-evaluation report of the company’s internal control
During the reporting period, the board of supervisors checked the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system. The board of supervisors held that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the needs of the company’s actual operation and management, and has been effectively implemented to ensure the legitimacy, safety and authenticity of the company’s operation and management, Ensure the sustainable development of the company. During the reporting period, the company’s internal control system was sound and operated effectively without major defects. The self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company’s internal control system.
9. Equity incentive plan
In 2021, the board of supervisors expressed opinions on the repurchase and cancellation of restricted shares of resigned incentive objects. The board of supervisors held that the original incentive objects of the company did not meet the provisions on Incentive objects in the company’s restricted stock incentive plan due to resignation. According to the measures for the administration of equity incentive of listed companies and the company’s 2020 restricted stock incentive plan (Revised Draft) and other relevant provisions, the company is agreed to repurchase and cancel all restricted shares granted to resigned incentive objects but not lifted. The deliberation procedures of the board of directors on the repurchase and cancellation of some restricted shares comply with relevant regulations and are legal and effective.
10. Establishment and implementation of insider information management system by the company
During the reporting period, the company and its subsidiaries strictly complied with the relevant provisions of the guidelines for the supervision of listed companies No. 5 – registration and management system for insiders of Listed Companies in terms of the circulation of insider information, the registration and management of insiders of information, and the reporting, transmission, review and disclosure procedures of major events. During the reporting period, the company strictly controlled the scope of insiders and timely registered the information of those who knew the company’s insiders. The directors, supervisors, senior managers and other relevant insiders of the company strictly complied with the insider management system, and no insider used the insider information to buy and sell the company’s shares.
3、 Key work of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to be diligent and responsible in strict accordance with the provisions of the company law, the securities law and other laws and regulations and the articles of association, actively perform the supervision function and further promote
