Zhongji Innolight Co.Ltd(300308)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of the company conscientiously performed their duties in accordance with the requirements of relevant laws, regulations and departmental rules, such as the company law, the guidelines for the governance of listed companies, the Listing Rules of gem of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the board of supervisors, independently exercised their functions and powers according to law, promoted the standardized operation of the company and safeguarded the legitimate rights and interests of the company, shareholders and employees. During the reporting period, the board of supervisors supervised and inspected the company's financial situation, the decision-making procedures of the board of directors on major matters, the legality and compliance of the company's operation and management activities, the implementation of resolutions of the general meeting of shareholders, and the performance of duties of directors and senior managers, so as to promote the sustainable and healthy development of the company. 1、 Work of the board of supervisors in 2021
In 2021, the board of supervisors of the company prepared and held 12 meetings in strict accordance with the articles of association, rules of procedure of the board of supervisors and other relevant provisions, and considered and adopted 56 proposals, mainly including the company's periodic report, profit distribution, changes in accounting policies, cash management of using idle self owned funds, cash management of using idle raised funds, lifting of the ban and repurchase cancellation of the first phase of restricted stock incentive plan Reservation and grant of the second restricted stock incentive plan, mutual guarantee business between companies within the scope of consolidated statements, deposit and use of raised funds, foreign investment, issuance of shares to specific objects, amendment of the articles of association, self-evaluation of internal control, etc.
In addition to the meeting of the board of supervisors, the supervisors of the company also attended some meetings of the board of directors and the general meeting of shareholders in 2021, listened to various important proposals and resolutions of the company, understood the formation process of various important decisions of the company, mastered the operating performance of the company, and performed the informed supervision and inspection function of the board of supervisors.
2、 Special opinions of the board of supervisors on the relevant situation of the company during the reporting period
In 2021, the company's supervisors conscientiously performed their duties, went deep into the company to carry out investigation and research, carried out on-site supervision and inspection on the company's production and operation, financial management, implementation of equity incentive plan, deposit and use of raised funds, foreign investment, related party transactions and other matters, paid close attention to the relevant reports of the company, attended and participated in relevant internal meetings of the company, and met with the president, chief financial officer, Secretary of the board of directors, audit department Interview with relevant financial personnel to understand the company's production and operation, the storage and use of raised funds, foreign investment and internal control, and timely grasp the company's economic situation
1. In 2021, the company operated in accordance with the law, and the decision-making procedures complied with the provisions of the company law, the securities law, the articles of association and other relevant laws, regulations, rules and regulations. The company managed and operated in accordance with the law, the decision-making procedures were legal, the company's internal control system was sound, and no violations of laws and regulations were found. The general meeting of shareholders and the meeting of the board of directors are convened and held in accordance with the procedures specified in relevant laws, regulations and the articles of association, and the contents of relevant resolutions are legal and effective.
2. The members of the board of directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, administrative regulations and the articles of association. The board of directors fully implemented the resolutions of the general meeting of shareholders, and the senior managers earnestly implemented the resolutions of the board of directors. During the reporting period, no directors and senior managers of the company were found to have violated laws, regulations, the articles of association and harmed the interests of the company and shareholders when performing their duties and exercising their powers.
(II) check the company's financial situation
The board of supervisors supervised and inspected the company's financial supervision system and financial status during the reporting period, dynamically mastered the company's business operation and asset operation situation, considered that the company's financial status and operating results were good, the financial management system, internal control system and audit supervision mechanism were relatively sound, there were no major omissions and false records in accounting, and strictly implemented the accounting law, accounting standards for business enterprises and other laws and regulations, No violations were found.
The audit report of 2021 issued by PricewaterhouseCoopers Zhongtian Certified Public Accountants (special general partnership) was verified. The audit report truly and objectively reflected the financial status and operating results of the company, which was conducive to the correct understanding of the company by shareholders, and there were no false records, misleading statements and major omissions.
(III) supervise the implementation of the company's equity incentive plan
1. The implementation of the first phase of equity incentive plan has been completed
On August 24, 2021, the company held the 15th meeting of the 4th board of directors and the 14th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the achievement of the third lifting of restrictions on restricted shares reserved in the first phase of the company's restricted stock incentive plan. As eight incentive objects resigned and one incentive object's performance appraisal score was c, Therefore, 188 incentive objects met the conditions for the third lifting of restrictions on the sale of reserved restricted shares, and the number of shares lifted was 702240. The independent directors of the company expressed their independent opinions on the above matters,
On September 9, 2021, the company held the 16th meeting of the Fourth Board of directors The 15th meeting of the 4th board of supervisors deliberated and approved the proposal on the achievement of the fourth lifting of restrictions on the first granting of restricted shares in the first phase of the company's restricted stock incentive plan, the proposal on adjusting the repurchase price of the first phase of the company's restricted stock incentive plan, and the proposal on repurchase and cancellation of restricted shares granted to some incentive objects but not lifted, As 18 of the incentive objects resigned and one incentive object scored C, 318 incentive objects met the conditions for the fourth release of restricted shares granted for the first time, and the number of shares released was 4712837; At the same time, due to the implementation of equity distribution in 2020, the company adjusted the repurchase price of restricted shares granted for the first time from 13.765 yuan / share to 13.644 yuan / share, and the repurchase price of reserved restricted shares from 22.40 yuan / share to 22.279 yuan / share; In addition, the company will repurchase and cancel 431843 restricted shares (including 280643 shares granted for the first time and 151200 reserved shares) held by the above 27 incentive objects who granted and reserved restricted shares for the first time (one incentive object participated in the first grant and reserved grant at the same time). The independent directors of the company expressed their independent opinions on the above matters, the board of supervisors of the company checked the relevant matters, and Zhonglun law firm issued a legal opinion on the above related matters. The repurchase cancellation has been deliberated and approved by the third extraordinary general meeting of shareholders in 2021 held on December 27, 2021, and completed the repurchase cancellation in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. on February 23, 2022. After the cancellation of this repurchase, the first phase of the company's equity incentive plan has been fully implemented.
2. Continue to promote the company's phase II equity incentive plan
On February 9, 2021, the company held the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors respectively, deliberated and approved the proposal on granting reserved restricted shares to the incentive objects of the second phase of restricted stock incentive plan, and determined to grant 1 million restricted shares to 20 eligible incentive objects on February 10, 2021 as the reserved part of the incentive plan.
The independent directors of the company gave their independent opinions, the board of supervisors verified the list of incentive objects of the reserved part of the grant of restricted shares, Zhonglun law firm issued the legal opinion on matters related to the grant of reserved restricted shares in Zhongji Innolight Co.Ltd(300308) phase II restricted stock incentive plan, and Gf Securities Co.Ltd(000776) issued an independent financial consultant report on matters related to the reserved part of the grant of the incentive plan.
(IV) supervision over the deposit and use of raised funds
The company actively promotes the construction of relevant projects in strict accordance with the construction plan of raised investment projects.
1. Non public offering of shares in 2019
The company invested 2956227 million yuan of raised funds in 2021, and the total amount invested in raised funds was 158889 million yuan. In 2021, the interest income from the deposit of raised funds was 3.9272 million yuan and the bank service charge was 24500 yuan. As of July 15, 2021, all items of the company's non-public offering of shares in 2019 have been closed, and the total balance of the special account for raised funds (mainly the interest income generated from the deposit of the original raised funds) of RMB 8062822 has been transferred to the basic account in accordance with relevant regulations.
2. Issue of shares to specific objects in 2021
According to the reply on Approving the registration of Zhongji Innolight Co.Ltd(300308) issuing shares to specific objects issued by China Securities Regulatory Commission (zjxk [2021] No. 2719), Zhongji Innolight Co.Ltd(300308) (hereinafter referred to as "the company" or " Zhongji Innolight Co.Ltd(300308) ") issued 87080000 ordinary shares (A shares) in RMB to 15 specific objects, with an issue price of 31.00 yuan / share and a total raised capital of 2699480000 yuan, After deducting the issuance expenses of 3436224168 yuan, the net amount of raised funds is 266511775832 yuan, including 8708000000 yuan included in the share capital and 257803775832 yuan included in the capital reserve. All the above raised funds have been in place. PwC Zhongtian Certified Public Accountants (special general partnership) verified the raised funds and issued PwC Zhongtian Yan Zi (2021) No. [1009] capital verification report of Zhongji Innolight Co.Ltd(300308) 2021 ordinary shares (A shares) issued to specific objects on October 19, 2021. The company deposited the above raised funds in a special account in accordance with the regulations, and signed a tripartite supervision agreement on the raised funds with the recommendation institution and the special account bank for the raised funds.
On November 19, 2021, the 18th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries and wholly-owned subsidiaries to increase the capital of wholly-owned subsidiaries. In order to further accelerate the construction and implementation of the raised investment projects, according to the actual operation needs of the raised investment projects, the company used the raised funds of 2430978200 yuan and its interest to increase the capital of Suzhou xuchuang; In addition, Suzhou xuchuang used the raised fund of 506868500 yuan and its interest to make a paid in contribution to Tongling xuchuang. On December 10, 2021, the company held the 19th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors respectively, deliberated and passed the proposal on replacing early investment with raised funds, and agreed that the company would replace the self raised funds of early investment projects with RMB 698595 million by issuing shares to specific objects. As of December 31, 2021, the company has invested 853569800 yuan of raised funds in 2021, with a total amount of 853569800 yuan. In 2021, the interest income from the deposit of raised funds was 6.3106 million yuan, and the bank service charge
RMB 4900. As of December 31, 2021, the balance of the company's special account for raised funds was 1852215900 yuan.
3. During the reporting period, the company used idle raised funds for cash management, which is conducive to improving the use efficiency of temporarily idle raised funds and increasing capital income. The company can strictly control risks in accordance with relevant regulations, strictly evaluate and screen investment products, and select principal guaranteed products with high safety and good liquidity for investment.
(V) supervision over the company's foreign investment
1. Completed the acquisition of Suzhou Industrial Park Jiansheng Industrial Park Development Co., Ltd
On November 13, the 5th meeting of the board of supervisors of Suzhou Shengchuang Industrial Park Co., Ltd. on the acquisition of 100% equity of Suzhou Shengchuang Industrial Park Co., Ltd. was held and approved respectively. On January 22, 2021, Suzhou xuchuang signed the property right transaction contract (Contract No.: 20210122) with the counterparty. On February 10, 2021, the industrial and commercial change registration was completed, and the name was changed from "Suzhou Industrial Park Jiansheng Industrial Park Development Co., Ltd." to "Suzhou xuchuang Photoelectric Industrial Park Development Co., Ltd." after the change, the shareholding ratio of Suzhou xuchuang was 100%. The company plans to use its land and houses to build Suzhou xuchuangguang module business headquarters, production and R & D center, which will help the enterprise strengthen its strategic management ability, resource integration ability, operation supervision ability, risk control ability, talent training ability and service support ability, make the enterprise management more intensive and systematic, and be conducive to brand construction and future development.
2. Suzhou Industrial Park hechuang Zhiyuan digital technology venture capital partnership (limited partnership)
On April 9, 2021, the company held the 11th meeting of the 4th board of directors and the 10th meeting of the 4th board of supervisors, deliberated and adopted the proposal on foreign investment and related party transactions respectively. In order to give full play to the advantages of both sides and strengthen the layout of the company in the optoelectronic industry chain and its subdivisions, The company and Suzhou Yuanhe Holding Co., Ltd. (hereinafter referred to as "Yuanhe holding") jointly established hechuang Zhiyuan (Suzhou) Enterprise Management Co., Ltd. (hereinafter referred to as "hechuang Zhiyuan"), of which the company contributed 7.5 million yuan, accounting for 75% of the total contribution; Yuanhe holdings contributed 2.5 million yuan, accounting for 25% of the total contribution. At the same time, the company and hechuang Zhiyuan and other institutions jointly established hechuang Zhiyuan digital technology venture capital partnership (limited partnership) (hereinafter referred to as "hechuang venture capital") in Suzhou Industrial Park, in which hechuang Zhiyuan, as the general partner, subscribed 10 million yuan; As a limited partner, the company subscribed 52.5 million yuan; Other limited partners have subscribed a total capital contribution of RMB 137.5 million; As of July 2021, hechuang venture capital has been established according to law and performed the registration and filing procedures in accordance with laws and regulations.
(VI) review opinions on the internal control evaluation report of the company in 2021
In 2021, the company continued to improve the corporate governance structure and established a relatively stable corporate governance system in accordance with the guidelines on internal control of listed companies of Shenzhen Stock Exchange and relevant regulations of companies listed on GEM and the company's internal operation environment
