Unittec Co.Ltd(000925) 2021 annual work report of the board of supervisors
April 22, 2022
In 2021, Unittec Co.Ltd(000925) (hereinafter referred to as "the company") the board of supervisors in accordance with the
Judicature, securities law, Unittec Co.Ltd(000925) articles of Association (hereinafter referred to as the "articles of association")
And the company's rules of procedure of the board of supervisors and other relevant regulations and requirements to effectively safeguard the interests of the company and the majority of shareholders
Proceed from rights and interests, scrupulously perform their duties, be diligent and conscientious, and earnestly perform the supervisory duties of the board of supervisors.
In 2021, the board of supervisors attended all the general meetings of shareholders and the board of directors of the company as nonvoting delegates, and was responsible for the formation of major decisions of the company
The voting procedure was supervised and reviewed; Focus on the legality and compliance of the board of directors and management of the company in performing their duties
On the company's major decision-making matters, operation status, financial status, related party transactions, major financing and internal control
System and other aspects of effective supervision; In promoting the company's standardized operation, steady business development, strengthening risk control
It has played a positive role in improving the corporate governance structure and effectively safeguarded the interests of shareholders, the company and
The legitimate rights and interests of employees. The main work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors
In 2021, the board of supervisors of the company held 8 meetings, and the number of supervisors attending the meeting met the statutory requirements
Number of people required. The details are as follows:
Date of the second session of the preparatory meeting name of the proposal resolution
The 7th board of supervisors 1. The 2021 stock option and restricted stock incentive plan (Draft) was adopted. 1 the 17th meeting 2021 / 2 / 9 2. The measures for the administration of the implementation and assessment of the 2021 stock option and restricted stock incentive plan were adopted
3. The list of incentive objects of stock option and restricted stock incentive plan in 2021 was approved
1. The 2020 work report of the board of supervisors was adopted
2. The financial statement for 2020 was approved
3. The 2020 profit distribution plan was approved
4. The 2020 internal control self-evaluation report was passed
5. The special report on the deposit and use of raised funds in 2020 was adopted
6. Proposal on the permanent supplementary flow of funds raised by issuing shares to purchase asset balances in 2017 to pass 2 the working capital of the 7th board of supervisors on April 27, 2021
The 18th meeting 7. The 2020 annual report and its summary were adopted
8. Proposal on the general election of the board of supervisors of the company and the nomination of non employee representative candidates for the eighth board of supervisors
9. The remuneration plan for supervisors was approved
10. Proposal on purchasing liability insurance for directors, supervisors and senior managers of the company
11. The full text of the company's 2020 first quarter report and its text were adopted
1. Proposal on the first grant of the company's stock option and restricted stock incentive plan in 2019 3 achievement of the exercise conditions for the second exercise period of stock option on May 18, 2021 of the 8th board of supervisors
The first meeting 2. Proposal on the first grant of the company's stock option and restricted stock incentive plan in 2019 and the achievement of lifting the restrictions during the second lifting period of restricted shares
4 on June 7, 2021 of the 8th board of supervisors 1. The proposal on granting stock options and restricted shares to incentive objects for the first time was passed at the second meeting 2. The proposal on electing the chairman of the 8th board of supervisors of the company was passed
5 the proposal on granting stock options and restricted stocks to incentive objects for the first time was adopted at the third meeting of the eighth board of supervisors on June 23, 2021
6 July 7, 2021 of the 8th board of supervisors 1. Proposal on cancellation of stock options and restricted stock incentive plan in 2019 the first bank passed the stock options not exercised at the expiration of the fourth meeting
7 August 19, 2021 of the 8th board of supervisors 1. The full text of the semi annual report of 2021 was adopted at the fifth meeting 2. The special report on the deposit and use of raised funds in 2021 was adopted
8. The proposal on the company's report for the third quarter of 2021 was adopted by the eighth board of supervisors on October 26, 2021
The sixth meeting II. Performance of supervisory functions by the board of supervisors
1. Legal operation of the company
In 2021, the members of the board of supervisors of the company attended the board of directors and the general meeting of shareholders held by the company as nonvoting delegates, and supervised and inspected the whole process of the convening procedures of the general meeting of shareholders, the matters resolved, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the performance of duties of directors and senior managers.
The board of supervisors believes that the company has established and effectively implemented a sound internal control system in strict accordance with the requirements of relevant laws, regulations and systems such as the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of Association; The convening procedures, rules of procedure and resolution procedures of the general meeting of shareholders and the board of directors of the company are legal and effective, and the decision-making procedures of all important matters comply with the provisions of relevant laws, regulations and rules; When performing their duties, the directors and senior managers of the company can seriously implement the national laws, regulations, rules and relevant resolutions. During the reporting period, it was not found that the directors and senior managers of the company violated laws, regulations, the articles of association and harmed the interests of the company and shareholders when performing their duties.
2. Financial situation and regular report of the company
The board of supervisors carefully supervised, inspected and reviewed the company's overall financial situation, operating results and financial management system in 2021. The members of the board of supervisors inspected the company's financial situation by attending the meetings of the board of directors and the audit committee of the board of directors as nonvoting delegates and regularly listening to the special reports of financial personnel.
The board of supervisors believes that the company's financial situation is good, the company's financial system is perfect, the system is perfect, the internal control system is perfect, the financial operation is standardized, in line with the provisions of relevant laws and regulations and the articles of association, and there are no violations. The company's 2021 financial report objectively, truly and accurately reflects the company's financial situation and operating results, and there are no false records, misleading statements or major omissions.
3. Internal control evaluation report of the company
The board of supervisors reviewed 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 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 production, operation and management, and can be effectively implemented. The company's business activities are carried out in strict accordance with the provisions of the company's internal control system, and all links of the activities have been reasonably controlled to ensure the orderly and effective development of the company's business activities, effectively control the business risks and safeguard the interests of the company and shareholders. The self-evaluation report on internal control in 2021 issued by the board of directors truly and objectively reflects the construction and operation of the company's internal control, and there are no major defects in internal control.
4. Use and management of raised funds
During the reporting period, the board of supervisors reviewed the deposit, use and management of the company's raised funds in 2021.
In the opinion of the board of supervisors, the deposit of the company's raised funds The use and management shall comply with the relevant provisions of the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the company's management system for raised funds, The actual investment projects are consistent with the promised investment projects, there is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders, and there are no major problems in the use and disclosure of the raised funds.
5. Equity incentive
During the reporting period, the company used self raised funds to buy back part of the issued public shares of the company through centralized bidding trading in the secondary market for equity incentive plan. As of December 31, 2021, the company has repurchased 6770139 shares through centralized bidding through the special securities repurchase account, accounting for
1.2132% of the total share capital on December 31, 2021, the highest transaction price is 9.48 yuan / share, the lowest transaction price is 6.63 yuan / share, and the total amount paid is 5270532320 yuan (excluding transaction costs).
The board of supervisors believes that the share repurchase procedure complies with the relevant provisions of relevant laws, regulations and the articles of association, and the company's established repurchase plan. This transaction will not harm the interests of all shareholders of the company.
6. Significant related party transactions
During the reporting period, the board of supervisors carefully supervised the related party transactions of the company during the reporting period.
The board of supervisors believes that the above related party transactions between the company and related parties belong to the needs of the company's normal operation and management, the transaction procedures are legal and compliant, the relevant deliberation and disclosure procedures have been performed, comply with the provisions of relevant laws, regulations and the articles of association, and will not damage the interests of the company and the rights and interests of shareholders.
7. Major financing, guarantee and mortgage matters
During the reporting period, the board of supervisors supervised major financing, guarantee and mortgage matters of the company during the reporting period. The board of supervisors believes that the deliberation and decision-making procedures of the company's financing, external guarantee and mortgage comply with relevant laws, regulations and the articles of association. There was no illegal financing, external guarantee and mortgage during the reporting period, and there was no behavior damaging the interests of the company and shareholders. The financing amount of the company is within the normal credit scope, and the actual use amount of the guarantee is within the approved guarantee limit.
8. Major investment matters
During the reporting period, the board of supervisors supervised the company's major investment matters, including the establishment of special funds with professional investment institutions, the investment and construction of medium and large-size semiconductor grade silicon single crystal production base by its subsidiary Zhejiang Haina, and the newly established subsidiary Zhonghe Zhixing Rail Transit Technology Co., Ltd; Continue to pay attention to the progress of introducing long-term industrial development partners into the environmental protection platform and strategic partners into the power energy conservation and emission reduction business.
The board of supervisors believes that the review and decision-making procedures of the company's foreign investment comply with relevant laws, regulations and the articles of association. There was no illegal foreign investment during the reporting period, and there was no behavior damaging the interests of the company and shareholders. The purpose of the company's foreign investment in establishing subsidiaries and subscription funds is to increase the company's wealth and promote the sustainable development of the company, but the corresponding risks should be evaluated in the investment process to strive for the balance between risk and income. 3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the securities law and the articles of association, earnestly perform the duties of supervision and inspection, actively attend the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates, timely understand the financial situation of the company, know and supervise the legality and compliance of major decision-making events and their performance procedures, further improve the standard operation level of the company and prevent business risks, Earnestly safeguard the interests of the company's shareholders and the majority of small and medium-sized investors.
Unittec Co.Ltd(000925) board of supervisors April 20, 2002
