Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024)
Work report of the board of supervisors in 2021
In 2021, Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) (hereinafter referred to as "the company") board of supervisors, in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations as well as the relevant provisions of the company's system, and in the attitude of being responsible to all shareholders, scrupulously abided by and conscientiously performed all functions and obligations conferred by laws and regulations, and paid close attention to the company's main business activities, financial status, major decisions The directors and senior managers of the company have supervised and inspected the performance of their duties, which has played a positive role in the standardized operation and development of the enterprise. The report on the work of the board of supervisors in 2021 is as follows:
1、 Overall work of the board of supervisors in 2021
(I) during the reporting period, the supervisors of the company attended all the meetings of the board of directors and general meetings of shareholders in 2021, participated in the research of major decisions and decisions of the company, supervised the convening, convening and voting procedures of the board of directors and general meetings of shareholders and the implementation of resolutions, and effectively safeguarded the rights and interests of the company and all shareholders.
(II) during the reporting period, the board of supervisors of the company held 8 plenary meetings and considered and adopted 24 proposals. The convening procedures of all previous meetings of the board of supervisors were in line with the articles of association, rules of procedure of the board of supervisors and relevant laws and regulations. The details of the meeting of the board of supervisors are as follows:
Number of meetings 8 motions considered and passed 24
Number of sessions, meeting time, convening method and proposal name
1. Proposal on the work report of the board of supervisors in 2020; The second session of the board of supervisors 2. Proposal on the company's 2020 annual financial statement report;
March 2021
The 9th meeting 3. Proposal on the company's profit distribution plan in 2020;
June 26
4. Proposal on the company's internal control self-evaluation report;
5. Proposal on audit report of the company in recent three years;
6. Proposal on confirmation of related party transactions of the company in recent three years;
7. Proposal on confirming the company's use of idle funds for financial management and venture capital investment in recent three years;
8. Proposal on the company's 2021 financial budget report;
9. Proposal on prediction of daily connected transactions.
The second prison
April 1, 2021: the 10th site of the conference on extending the loan period of Beijing metropolitan hope Architectural Design Co., Ltd
The motion on the deadline of 25 May.
Meeting
1. Proposal on using raised funds to replace self raised funds invested in projects with raised funds in advance;
The second prison
August 2, 2021: proposal on using some idle raised funds for cash management; The 10th scene of the meeting
May 13
First meeting 3. Proposal on signing equity acquisition agreement (I);
4. Proposal on signing equity acquisition agreement (II).
The second session of the board of supervisors 1. Proposal on the change of the company's accounting policies;
August 2021
The 10th scene of the meeting
February 26: proposal on the company's 2021 semi annual report and its summary. Second meeting
The second supervision session 1. Proposal on adjusting the investment budget of some investment projects with raised funds; September 2021
The 10th site of the board meeting 2. Discussion on using part of the over raised funds to pay part of the equity acquisition funds on January 1
The third meeting.
The second prison
October 2021
The 10th meeting site 1. Proposal on the company's report for the third quarter of 2021.
May 22
Fourth meeting
December 1, 2021 of the second session of the board of supervisors on the election of the board of supervisors and the nomination of non employees of the third session of the board of supervisors
Proposal on behalf of supervisors on October 1 of the board of directors;
5th meeting 2. Proposal on the remuneration scheme of directors, supervisors and senior managers; 3. Proposal on Amending the rules of procedure of the board of supervisors.
The third session of the board of supervisors 1. Proposal on the election of the chairman of the third session of the board of supervisors;
December 2021
The first scene of the meeting
2. Proposal on the implementation of equity incentive by holding subsidiaries (grandchildren). Meeting
2、 Opinions of the board of supervisors on relevant matters
During the reporting period, the board of supervisors of the company conscientiously performed the functions of the board of supervisors in accordance with the relevant provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant laws and regulations, from the perspective of safeguarding the interests of the company and the rights and interests of small and medium-sized investors, and carried out the legal operation, financial status, internal control, use and management of raised funds, related party transactions We have carefully supervised and inspected the external guarantee and made the following comments:
(I) legal operation of the company
In 2021, the board of supervisors supervised whether the directors and senior managers of the company complied with the provisions of the company law and other laws, regulations and the articles of association when performing their duties, and inspected the implementation of the resolutions of the general meeting of shareholders by the board of directors and management personnel of the company.
The board of supervisors held that in 2021, the company operated in strict accordance with the law, the deliberation authority and decision-making procedures for major matters were in compliance with the law, the company's internal management system was continuously improved and effectively implemented, all directors and senior managers were diligent and dutiful in performing their duties, and no violation of laws and regulations, articles of association and other laws, regulations and rules of the company was found, Or damage the interests of the company and shareholders.
(II) check the company's financial situation
The members of the board of supervisors carefully inspected and supervised the company's financial system, financial management and operating results during the reporting period by attending the board of directors and shareholders' meetings as nonvoting delegates, reviewing the company's periodic reports, communicating with the financial person in charge and the audit accountant. We believe that the company's financial system is sound, the financial management is standardized, the financial situation is good, and there is no violation of relevant laws and regulations; The financial report of 2021 truly and objectively reflects the financial situation and operating results of the company; There are no false records, misleading statements or major omissions.
During the reporting period, the board of supervisors supervised the use of the company's raised funds in 2021. We believe that the company strictly complied with the requirements of the Shenzhen Stock Exchange GEM Listing Rules and the company's measures for the administration of raised funds, the deposit and use of the raised funds were legal and compliant, and there were no violations of laws and regulations or acts that harmed the interests of shareholders, especially minority shareholders.
(IV) related party transactions and external guarantees of the company
The board of supervisors of the company checked the related party transactions and external guarantees of the company during the reporting period: in 2021, the decision-making procedures of the company's related party transactions met the provisions of relevant laws, regulations and company rules, the transaction price was fair, did not violate the principles of openness and impartiality, and did not damage the interests of the company and minority shareholders. In 2021, the company had no external guarantee.
(V) external investment of the company
During the reporting period, the board of supervisors supervised the company's foreign investment in 2021. We believe that the approval of the company's foreign investment projects is in strict accordance with the requirements and relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, the company's management system for major decision-making matters and the measures for the Administration of foreign investment, and its decision-making procedures comply with the relevant provisions of relevant laws and regulations, There is no damage to the interests of the company and minority shareholders, which is in line with the overall interests of the company and the needs of the company's strategic development.
(VI) opinions on the self-evaluation report of internal control
The board of supervisors of the company issued the following audit opinions on the self-evaluation report on internal control of the board of directors in 2021: the company has formulated a relatively sound internal control system in accordance with the requirements of relevant laws and regulations such as the company law, the Listing Rules of gem shares of Shenzhen Stock Exchange, and all internal control systems can be effectively implemented to ensure the standardized operation of the company. The company has established a series of relatively perfect internal control systems and can be effectively implemented. The company's self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system in 2021.
(VII) the company's management, filing and registration of insider information
During the reporting period, the board of supervisors of the company supervised the establishment and implementation of the insider management system of the company. The board of supervisors believed that the company had established the insider registration system in accordance with the requirements of laws and regulations. During the reporting period, the company strictly implemented the insider registration management system, strictly standardized the information transmission process, and was true, accurate and reliable in accordance with the requirements of the system Timely and completely record the insiders of the company. During the reporting period, no insider disclosed insider information, conducted insider trading or suggested others to use insider information for trading.
(VIII) general election of the board of supervisors of the company
During the reporting period, the company completed the general election of the board of supervisors, and the members of the third board of supervisors were elected by the employees' Congress in December 2021 and the fourth extraordinary general meeting of shareholders in 2021, ensuring the continuity and stability of the work of the board of supervisors. The board of supervisors of the company has three supervisors, including one employee representative supervisor and two non employee representative supervisors. The number and composition of the board of supervisors meet the requirements of laws and regulations.
(IX) occupation of funds by controlling shareholders and other related parties of the company
After verification, during the reporting period, the company did not occupy the company's funds by the controlling shareholders, actual controllers and other related parties, nor did it occupy the company's funds by the controlling shareholders, actual controllers and other related parties that occurred in the previous year and continued to the reporting period, except that the company provided a loan of RMB 5 million to the joint-stock company Beijing Urban hope Architectural Design Co., Ltd.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, earnestly perform the functions of the board of supervisors, work with the board of directors and all shareholders to promote the standardized operation, sustainable and healthy development of the company and safeguard the legitimate rights and interests of the company and shareholders. The main work is:
1. Supervise the legal operation of the company, and actively urge the company to continuously improve the construction and effective operation of the internal control system; Check the company's financial situation and supervise the company's financial operation through regular understanding and review of financial reports;
2. We will continue to earnestly perform our duties, attend and attend the board of directors and general meeting of shareholders according to law, timely grasp the major decision-making matters of the company, and supervise and promote the legitimacy of various decision-making procedures, so as to better safeguard the rights and interests of shareholders;
3. Supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
Shanghai Hyp-Arch Architectural Design Consultant Co.Ltd(301024) board of supervisors
April 21, 2002
