Wondershare Technology Group Co.Ltd(300624)
Work report of the board of supervisors in 2021
In 2021, Wondershare Technology Group Co.Ltd(300624) (hereinafter referred to as “the company”) the board of supervisors diligently performed and independently exercised the supervisory powers and duties of the board of supervisors in strict accordance with the requirements of the company law, the securities law and other relevant laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, and on the principle of earnestly safeguarding the interests of the company and shareholders, actively and effectively carried out work for the standardized operation of the company It has played a positive role in improving and improving the level of governance. The report on the work 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 12 meetings. The convening and convening procedures of the meetings were in 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, regulations and rules. The specific conditions of the meetings are as follows:
Meeting date and proposal of the preparatory meeting
number
On January 1, 2021, the 20th proposal of the 20th session of the board of supervisors on formulating the management system of foreign exchange derivatives trading business;
Meeting 2. Proposal on carrying out foreign exchange derivatives trading business.
1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) the third board of directors and supervisors and its summary;
2. On April 2, 2021, the 20th meeting of the board of directors, the proposal on the measures for the 9th day of the first meeting of the company on the implementation, assessment and management of the restricted stock incentive plan in 2021;
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021.
1. Proposal on the company’s 2020 work report of the board of supervisors;
2. Proposal on the company’s 2020 annual report and its summary;
3. Proposal on the company’s 2020 annual financial statement report;
4. Proposal on the company’s profit distribution plan in 2020;
5. Proposal on the company’s special explanation of the third session of supervisors on the occupation of funds by controlling shareholders and other related parties in April 2021;
3. On the 22nd and 15th day of the meeting 6. Proposal on the company’s self-evaluation report on internal control in 2020;
7. Proposal on the company’s special report on the deposit and use of raised funds in 2020;
8. Proposal on the report on the use of the company’s previously raised funds;
9. Proposal on the company’s reappointment of Dahua Certified Public Accountants (special general partnership) as the audit institution in 2021;
10. Proposal on continuing to use idle self owned funds for cash management
Case;
11. Proposal on changes of accounting policies;
12. Proposal on Amending the rules of procedure of the board of supervisors;
13. Proposal on the company’s report for the first quarter of 2021.
1. Proposal of the third session of the board of supervisors on matters related to the adjustment of the restricted stock incentive plan in 2021;
4. On May 2, 2021, the 23rd Meeting of the board of directors, the proposal on the 7th Meeting of the first granting of restricted shares in 2021 to incentive objects;
3. Proposal on the prediction of the company’s guarantee amount for wholly-owned subsidiaries in 2021.
1. Proposal on further clarifying the specific scheme for the company to issue convertible corporate bonds to unspecified objects;
1.1 issuance scale
1.2 coupon rate
1.3 confirmation of share conversion price
1.4 issuing object
Issuance method of the third supervisor on June 1.5, 2021
Article 1.6 redemption terms on the 24th day of the 5th meeting
1.7 arrangement of priority placement to original shareholders
2. Proposal on the listing of convertible corporate bonds issued by the company to unspecified objects;
3. Proposal on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement for raising funds; 4. Proposal on cash acquisition of 72.44% equity of Hangzhou Gexiang Technology Co., Ltd.
The third session of supervisors 1. Proposal on lifting the restrictions on sales in the second phase of the 25th session of the company’s 2018 restricted stock incentive plan reservation and grant department in June 2021;
The 24th meeting 2. Proposal on increasing the amount of cash management using some idle raised funds.
The third supervisor July 2021
7. Proposal on the proposed investment and purchase of land use rights by wholly-owned subsidiaries on the 26th and 7th day of the board of directors. Meeting
The third board of directors and supervisors in July 2021
8. Proposal on replacing advance investment with funds raised by convertible bonds on the 20th and 27th of the board meeting. Seventh meeting
1. Proposal on the full text and summary of the company’s 2021 semi annual report;
2. Proposal on the company’s deposit and use of raised funds in the half year of 2021 and the special report of the third supervisor in August 2021;
9. Proposal on adjusting the exercise price of stock options granted for the first time in 2020 stock option incentive plan and canceling some granted stock options; 4. Proposal on canceling some stock options reserved in 2020 stock option incentive plan;
5. About the first row of 2020 stock option incentive plan granted for the first time
Proposal on the achievement of exercise conditions during the vesting period.
Proposal on signing supplementary agreement II to the agreement of the 29th and 22nd day of the 10th board of directors on equity acquisition of Shenzhen Yitu Software Co., Ltd. in September 2021 by the third supervisor.
Meeting
The third supervisor October 2021
Proposal on the company’s report for the third quarter of 2021, the 30th session of the board of directors on November 28.
meeting
1. Proposal on lifting the restrictions on sales in the third phase of the third session of the third supervisor of the first award Department of the company’s restricted stock incentive plan in 2018;
12. Proposal on adjusting the repurchase price of the company’s 2018 restricted stock incentive plan on the 26th day of the meeting, the number of repurchases and the repurchase and cancellation of some restricted shares;
3. Proposal on reducing registered capital and amending the articles of Association;
4. Proposal on convening the third extraordinary general meeting of shareholders in 2021.
In 2021, in addition to the meeting of the board of supervisors, the supervisors of the company also attended and attended the meeting of the board of directors and the general meeting of shareholders, listened to various important proposals and resolutions of the company, understood the formation process of various important decisions of the company, and mastered the business performance of the company.
2、 Verification of the board of supervisors on relevant matters of the company in 2021
In 2021, the board of supervisors of the company took safeguarding the interests of the company and the interests of all shareholders as the starting point in accordance with the provisions of the company law, the securities law, the Listing Rules of the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations and the company’s rules, Conscientiously perform the supervision function of the board of supervisors, and carefully supervise the company’s legal operation, financial situation, raised fund management, related party transactions and related party capital transactions, internal control, insider information, equity incentive plan and other aspects. (I) legal operation of the company
The company operates in accordance with the law, the decision-making procedures are legal, and a relatively perfect internal control system has been established. The board of directors has conscientiously performed its duties in accordance with the resolutions of the general meeting of shareholders, and all decisions comply with the relevant provisions of the company law, the articles of association and other laws and regulations. The directors, general manager and other senior managers of the company can perform their duties in strict accordance with the law; There is no violation of relevant laws and regulations and the provisions of the articles of association, and there is no act that damages the interests of the company and shareholders.
(II) check the company’s financial situation
The board of supervisors of the company inspected, reviewed and supervised the financial status, financial management and financial results of the company in 2021 according to law. The board of supervisors believes that the company’s financial system is sound and the withdrawal of various expenses is reasonable. After auditing the company’s 2021 financial report, Dahua Certified Public Accountants (special general partnership) issued a standard unqualified audit report and determined that the company’s financial report complies with the relevant provisions of the accounting standards for business enterprises and the accounting system for business enterprises, and can objectively, truly and accurately reflect the company’s financial situation and operating results.
(III) use and management of the company’s raised funds
The use and management procedures of the company’s raised funds comply with the requirements of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, the articles of association, the law on the management of raised funds and other relevant provisions. The use of raised funds is legal and compliant, and no violations of laws, regulations and acts detrimental to the interests of shareholders are found. The company’s special report on the deposit and use of raised funds in 2021 truly and objectively reflects the deposit and use of raised funds in 2021.
(IV) related party transactions and capital transactions of related parties of the company
In 2021, the board of supervisors, in accordance with the requirements of the articles of association and the management system of connected transactions, informed the company that there was no connected transaction in 2021, there was no illegal occupation of the company’s funds by the controlling shareholders and other connected parties, and there was no direct or indirect provision of funds to the controlling shareholders and their shareholders
