Shenzhen Sea Star Technology Co.Ltd(002137)
Work report of the board of supervisors in 2021
Stock Code: Shenzhen Sea Star Technology Co.Ltd(002137) stock abbreviation: Shenzhen Sea Star Technology Co.Ltd(002137) April 2002
Shenzhen Sea Star Technology Co.Ltd(002137)
Work report of the board of supervisors in 2021
During the reporting period, all members of the board of supervisors of Shenzhen Sea Star Technology Co.Ltd(002137) (hereinafter referred to as “the company”) conscientiously performed the functions and powers conferred by laws and regulations 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 provisions, and on the principle of earnestly safeguarding the interests of the company and the majority of small and medium-sized investors The financial situation and the performance of duties of directors and senior managers have been comprehensively inspected and supervised. Now the main work contents of the board of supervisors in 2021 are reported as follows:
1、 Work of the board of supervisors
(I) meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 7 meetings, and the meeting conditions and resolutions are as follows:
1. On April 23, 2021, the 10th meeting of the sixth board of supervisors of the company passed the following proposals: the work report of the board of supervisors in 2020, the full text and summary of the report in 2020, the final financial statement report in 2020, the profit distribution plan in 2020, the self-evaluation report on internal control in 2020, the proposal on the remuneration of the company’s supervisors in 2020 Proposal on the renewal of the employment of accounting firms and the payment of remuneration to accounting firms, proposal on the provision for asset impairment and write off of assets, proposal on the by election of non employee representative supervisor candidates of the sixth board of supervisors, full text and text of the first quarter report of 2021. The announcement of the resolution of this meeting was published in the securities times and cninfo (www.cn. Info. Com. CN.) on April 27, 2021.
2. On May 6, 2021, the 11th meeting of the sixth board of supervisors of the company considered and passed the following proposal: proposal on increasing the amount of forward foreign exchange trading business. The announcement of the resolution of this meeting was published in the securities times and cninfo (www.cn. Info. Com. CN.) on May 7, 2021.
3. On June 30, 2021, the 12th meeting of the sixth board of supervisors of the company considered and passed the following proposal: proposal on extending the validity period of non breakeven cash management using idle own funds. The announcement of the resolution of this meeting was published in the securities times and cninfo (www.cn. Info. Com. CN.) on July 1, 2021.
4. On August 20, 2021, the 13th meeting of the sixth board of supervisors of the company deliberated and passed the following proposals: full text and summary of the 2021 semi annual report, and on extending the company’s bill pool business
Proposal on the expiration date. The announcement of the resolution of this meeting was published in the securities times and cninfo (www.cn. Info. Com. CN.) on August 24, 2021.
5. On September 30, 2021, the 14th meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on the application for credit and guarantee by the company and its subsidiaries and the proposal on using some of its own idle funds for cash management. The announcement of the resolution of this meeting was published in the securities times and cninfo (www.cn. Info. Com. CN.) on October 8, 2021.
6. On October 22, 2021, the 15th meeting of the sixth board of supervisors of the company deliberated and adopted the following proposal: report of the third quarter of 2021. The announcement of the resolution of this meeting was published in the securities times and cninfo (www.cn. Info. Com. CN.) on October 26, 2021.
7. On November 16, 2021, the 16th meeting of the sixth board of supervisors of the company deliberated and adopted the following proposal: proposal on signing expropriation compensation agreement by subsidiaries. The announcement of the resolution of this meeting was published in the securities times and cninfo.com.cn on November 17, 2021.
(II) attendance at the general meeting of shareholders
In 2021, the company held five general meetings of shareholders, and all members of the board of supervisors attended. During the meeting, the board of supervisors shall supervise the procedures of the meeting, listen to the opinions and suggestions of shareholders and accept the inquiries of shareholders. (III) attendance at the board of directors as nonvoting delegates
In 2021, the company held 10 meetings of the board of directors, and all members of the board of supervisors attended as nonvoting delegates. During the meeting, the board of supervisors carefully reviewed the contents of the proposal, held a separate meeting of the board of supervisors to review the matters related to the responsibilities of the board of supervisors, and formed review opinions.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company carefully carried out supervision and expressed the following opinions on the relevant situation during the reporting period:
1. Legal operation of the company
After inspection, the board of supervisors believes that the board of directors of the company can operate in strict accordance with the requirements of the company law, the articles of association and other relevant laws, regulations and systems. The company’s major business decisions are reasonable and its procedures are legal and effective. In order to further standardize its operation, the company has further improved various internal management systems and internal control mechanisms; When performing their duties, the directors and senior managers of the company can conscientiously implement the national laws and regulations, the articles of association and the resolutions of the general meeting of shareholders and the board of directors, be loyal to their duties, be conscientious and forge ahead. No director or senior manager of the company has been found to violate laws, regulations, articles of association or damage the interests of shareholders and the company when performing their duties.
2. Check the company’s financial and periodic report review
The board of supervisors reviewed the company’s regular financial reports and believed that the company’s financial system was sound, the financial operation was standardized, the financial situation was good, and the financial report truly, accurately and objectively reflected the company’s financial situation and operating results. The board of supervisors issued a written review opinion on the periodic report and considered that the procedures of the annual report, semi annual report and quarterly report of the company prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. Rongcheng Certified Public Accountants (special general partnership) issued an unqualified audit report on the company’s annual financial report, and determined that the company’s accounting report complies with the relevant provisions of the accounting standards for companies and truly reflects the company’s financial status and operating results.
3. Related party transactions
During the reporting period, the board of supervisors reviewed the company’s daily related party transactions and believed that the company’s related party transactions were priced according to the market-oriented principle, followed the principle of fair trading, found no insider trading and did not damage the interests of the company and other shareholders.
The work and decision-making procedures of the company’s connected transactions comply with the provisions of the company law, the securities law, the articles of association and so on.
4. Opinions of the board of supervisors on the external guarantee of the company
During the reporting period, the company and its holding subsidiaries did not provide guarantees for the controlling shareholders and other related parties, any unincorporated units or individuals, nor did they damage the interests of the company’s shareholders or cause the loss of the company’s assets.
5. Opinions of the board of supervisors on the audit report issued by the accounting firm
Rongcheng Certified Public Accountants (special general partnership) audited the financial report of the company’s 2021 annual report and issued a standard unqualified audit report. The board of supervisors believes that the audit report issued by Rongcheng Certified Public Accountants (special general partnership) objectively and fairly reflects the financial and operating conditions of the company.
6. Comments of the board of supervisors on the company’s internal control in 2021
After checking the construction and operation of the company’s internal control system in 2021, the board of supervisors believes that the company has established a relatively perfect corporate governance structure, formulated relatively complete management systems related to corporate governance and internal control, and can continuously improve it according to the actual situation of the enterprise and regulatory requirements. The implementation of the company’s internal control system is good, It complies with relevant laws and regulations and the normative requirements of the securities regulatory authorities on the management of the internal control system of listed companies, and effectively ensures the normal operation of the company’s operation and management business and the safety and integrity of the company’s assets. 7. Opinions of the board of supervisors on the renewal of the accounting firm
The board of supervisors of the company considered that Rongcheng Certified Public Accountants (special general partnership) was diligent, meticulous and rigorous in the audit work in 2021, and the audit report issued for the company objectively and fairly reflected the company’s financial situation and operating results. It agreed to renew the appointment of Rongcheng Certified Public Accountants (special general partnership) as the company’s financial audit institution in 2022.
8. Opinions of the board of supervisors on the company’s increase in the amount of forward foreign exchange trading business
After verification, the board of supervisors believes that: on the premise of ensuring the daily operation, the company plans to increase the amount of forward foreign exchange trading business to a cumulative total amount of no more than US $100 million (or equivalent RMB), which is conducive to reducing the impact of currency exchange rate fluctuations on operating results and avoiding exchange rate risks, without damaging the interests of the company and shareholders, and will not affect the normal production and operation of the company, Relevant decision-making and approval procedures are legal and compliant.
9. Opinions of the board of supervisors on extending the validity period of the company’s bill pool business
After verification, the board of supervisors believes that the company’s bill pool business is conducive to revitalizing the company’s bill assets, reducing the occupation of funds, optimizing the financial structure and improving the utilization rate of funds. It will not affect the normal development of the company’s main business. The relevant business risks are controllable and there is no damage to the interests of the company and minority shareholders.
10. Opinions of the board of supervisors on the company’s use of some of its own idle funds for cash management
After verification, the board of supervisors believes that the company plans to use part of its own idle funds for cash management, which is conducive to improving the efficiency of the use of its own funds and increasing the company’s income, and there is no situation damaging the interests of the company and all shareholders. The company has formulated the cash management system and has strong risk control ability. The necessary approval procedures have been performed for this matter, and the decision-making procedures are legal and compliant.
After review, the board of supervisors believes that the compensation agreement for expropriation of non residential houses on state-owned land in Xinwu District, Wuxi City signed by the company is mainly to actively cooperate with the expropriation and relocation of the expropriation party. The transaction object of this transaction refers to the relevant assets involved in Wuxi Yixi Electronics Co., Ltd. appraised by Wuxi Jinbo real estate land asset appraisal consulting Co., Ltd. and Wuxi Baoguang Asset Appraisal Co., Ltd., and the house expropriation appraisal report [Report No.: Jinbo expropriation Xi Zi WZ (2021) No. 15] and asset appraisal opinions issued. It is determined through consultation between the company and the expropriation party on the principle of fairness and voluntariness. The asset pricing principle is reasonable and the price is fair. The decision-making procedure of this proposal is legal and there is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders. 3、 Main work of the board of supervisors in 2022
In 2022, the board of supervisors will continue to perform the functions of the board of supervisors in strict accordance with the company law, the securities law, the articles of association and other relevant provisions, with the attitude of being responsible to all shareholders, safeguard the legitimate rights and interests of the company and shareholders, effectively play its functions for the standardized operation, improvement and improvement of the governance level of the company, and focus on the following aspects of Supervision:
(I) strengthen daily supervision and promote the standardized operation of the company
In 2022, the board of supervisors will continue to strengthen the supervision and inspection of the behavior of directors and senior managers and the daily business activities of the company, so as to further promote the company to improve the governance structure and improve the standard operation level. At the same time, the board of supervisors will continue to strengthen the inspection of the company’s financial and liability management, and urge the financial department to continue to strengthen the liquidity management of the company’s assets and liabilities.
(II) actively participate in the meeting and urge the company to improve its governance level
In 2022, the board of supervisors will continue to earnestly perform its supervision function, attend the board of directors, shareholders’ meeting and relevant business meetings according to law, supervise and urge the legitimacy of the company’s major decision-making matters and decision-making procedures, and continuously track, supervise and inspect the company’s implementation and implementation of the resolutions of the shareholders’ meeting, so as to ensure the legitimacy, enforceability and effectiveness of the company’s decisions, so as to improve the overall governance level of the company.
(III) strengthen self construction and improve the ability to perform duties
According to the regulatory requirements and work needs, the board of supervisors will provide professional knowledge training for supervisors in terms of finance, law and finance, actively participate in the relevant training organized by the securities regulatory bureau and the Securities Industry Association, and continuously improve their own supervision and management ability.
Shenzhen Sea Star Technology Co.Ltd(002137) board of supervisors
