Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company conscientiously performed its duties and exercised its functions and powers in accordance with the provisions and requirements of the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the “articles of association”), the rules of procedure of the Tellgen Corporation(300642) board of supervisors (hereinafter referred to as the “rules of procedure of the board of supervisors”) and other relevant laws and regulations as well as the rules and regulations of the company, Supervise the company’s regular reports, production and operation activities, financial status, information disclosure management system and the performance of directors and senior managers, and promote the standardized operation and healthy development of the company. The main work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors
During the reporting period, the board of supervisors of the company held four meetings. The notice and convening of the meeting met the relevant provisions of the company law, the articles of association and other legal and normative documents, and all supervisors attended all the meetings in person. The specific deliberations of the meeting are as follows:
1. On January 15, 2021, the third meeting of the third session of the board of supervisors deliberated and approved two proposals: the proposal on adjusting the relevant matters of the 2020 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects.
2. On April 22, 2021, the fourth meeting of the third session of the board of supervisors deliberated and adopted the proposal on the work report of the board of supervisors in 2020, the proposal on the annual report and summary of the company in 2020, the proposal on the report on the deposit and use of the company’s raised funds in 2020, and the proposal on the self-evaluation report on the company’s internal control in 2020 The proposal on the company’s 2020 annual audit report, the proposal on the company’s 2020 annual financial statement report, the proposal on the occupation of funds by the company’s controlling shareholders and their related parties, the proposal on the repurchase and cancellation of some restricted shares in the 2017 restricted stock incentive plan, the proposal on the achievement of the lifting of restrictions in the third lifting period of the 2017 restricted stock incentive plan The proposal on the company’s profit distribution plan in 2020, the proposal on the confirmation of the company’s daily connected transactions in 2020 and the prediction of the company’s daily connected transactions in 2021, the proposal on the renewal of the company’s audit institution in 2021, the proposal on the use of some idle self owned funds for cash management, and the proposal on the company’s report for the first quarter of 2021.
3. On August 20, 2021, the fifth meeting of the third session of the board of supervisors deliberated and approved four proposals, including the proposal on the company’s 2021 semi annual report and summary, the proposal on the company’s 2021 semi annual audit report, the proposal on the 2021 semi annual profit distribution and capital reserve conversion plan, and the proposal on adjusting matters related to the 2020 stock option and restricted stock incentive plan.
4. On October 26, 2021, the sixth meeting of the third session of the board of supervisors deliberated and approved four proposals: the proposal on the company’s report for the third quarter of 2021, the proposal on repurchase of the company’s shares by means of centralized bidding transaction, the proposal on adjusting matters related to the 2020 stock option and restricted stock incentive plan, and the proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares.
2、 Review opinions of the board of supervisors
In 2021, the board of supervisors of the company conscientiously performed the duties of the board of supervisors, and comprehensively supervised, inspected and reviewed the company’s legal operation, financial situation, internal control, major acquisitions, asset sales transactions, profit distribution, related party transactions, external guarantees and other matters. According to the inspection results, the board of supervisors expressed the following opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
In 2021, the board of supervisors of the company attended the meetings of the board of directors and the general meeting of shareholders on time and in accordance with the regulations. Strictly supervised the company’s decision-making procedures and the performance of the company’s directors and senior managers. The board of supervisors held that the decision-making procedures of the company strictly followed the provisions of the company law and the articles of association, the operation of the three committees was standardized and the decision-making was reasonable; The company submits and discloses information in accordance with the content and format requirements of information disclosure specified in laws, regulations and the articles of association, strictly abides by the registration management system for insiders, and ensures the timeliness and fairness of the company’s relevant information disclosure, as well as the authenticity, accuracy and integrity of the information disclosure; The directors and senior managers of the company perform their duties with due diligence, and do not violate laws and regulations, the articles of association or damage the interests of the company and shareholders.
(II) check the company’s financial situation
The board of supervisors has carefully, carefully and effectively supervised, inspected and reviewed the company’s financial status, financial management system and operating results during the reporting period. The board of supervisors of the company believes that the company’s financial system is sound, the internal control mechanism of financial accounting is sound, the financial status is good, and the preparation and review procedures of financial reports comply with laws and regulations and relevant regulations of Shenzhen Stock Exchange, which are true, accurate and reliable It completely reflects the financial situation and operating results of the company. (III) check internal control
After verification, the board of supervisors of the company believes that the company has established, improved and effectively implemented internal control in accordance with the provisions of the enterprise internal control standard system, which meets the requirements of relevant national laws and regulations, securities regulatory authorities and the actual needs of the company’s production and operation management. The establishment of the internal control system has played a good role in risk prevention and control of all links of corporate governance and production and operation management, and provided a guarantee for the preparation of true and fair financial statements. The company has established a relatively perfect internal control system, which can be effectively implemented during the reporting period, and has played a good role in risk prevention and control in all links of the company’s operation and management. The internal control self-evaluation report issued by the company can truly and objectively reflect the construction and operation of the company’s internal control system. (IV) major acquisition and sale of assets of the company
After verification, the board of supervisors held that the company did not purchase or sell major assets during the reporting period.
(V) profit distribution
After verification, the board of supervisors believes that the profit distribution plan formulated by the board of directors during the reporting period complies with the profit distribution policy of the articles of association, takes effect after deliberation by the general meeting of shareholders, and the deliberation procedure is legal and compliant. The board of directors can strictly implement the cash dividend policy and shareholder return plan in accordance with the requirements of the resolution of the general meeting of shareholders, and can disclose the corresponding information truthfully, accurately and completely.
(VI) related party transactions of the company
After verification, the board of supervisors believes that the daily related party transactions of the company in 2021 are in line with the actual operation and development needs of the company. Both parties to the transaction follow the principles of objectivity, openness and impartiality. The transaction price is fair and does not harm the interests of the company and other non related party shareholders.
When the board of directors deliberated on related party transactions, the related directors avoided voting, and the voting procedure was legal and effective, in line with the provisions of the company law and other laws, regulations and normative documents, the articles of association and the company’s measures for the administration of related party transactions.
(VII) external guarantee of the company
After verification, the board of supervisors held that there was no external guarantee during the reporting period.
3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will strictly implement the relevant provisions of the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, and supervise and inspect the business behavior of the board of directors and senior managers in accordance with the law. At the same time, the board of supervisors will continue to strengthen the implementation of its supervision function, Conscientiously perform their duties, attend the company’s board of directors, shareholders’ meetings and relevant business meetings according to law, timely grasp the legitimacy of the company’s major decision-making matters and various decision-making procedures, carry out supervision activities around the company’s business and investment activities, further enhance the awareness of risk prevention, and better safeguard the interests of the company and shareholders.
Tellgen Corporation(300642) board of supervisors
April 2022
