XueDa (Xiamen) Education Technology Group Co., Ltd
Work report of the board of supervisors in 2021
The board of supervisors of XueDa (Xiamen) Education Technology Group Co., Ltd. (hereinafter referred to as "the company") was established in 2021
In strict accordance with the company law of the people's Republic of China (hereinafter referred to as "the company law of the people's Republic of China")
The securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the guidelines for the governance of listed companies and other relevant laws and regulations
In accordance with the provisions and requirements of the articles of association, and in the spirit of being responsible to the company and all shareholders, the company shall scrupulously perform its duties and work diligently
Perform the functions and powers of the board of supervisors with due diligence, which provides a strong guarantee for the standardized operation and healthy development of the company. Will now
The report on the work of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors during the reporting period
During the reporting period, the board of supervisors of the company held a total of 7 meetings, deliberated and adopted 16 proposals, and the supervisors of the company
The meeting was held as follows:
Meeting time and voting results
1. Proposal on changing the implementation subject of some investment projects with raised funds
The 9th board of supervisors 2. The proposal on opening a special account for raised funds and signing a supervision agreement for raised funds was adopted at the 10th meeting on March 8, 2021. 3. The proposal on adjusting the investment of funds raised by non-public offering of shares
Proposal on amount
1. On the use of raised funds to increase capital of wholly-owned subsidiaries and wholly-owned subsidiaries
On March 22, 2021, the proposal on capital increase of the ninth board of supervisors to wholly-owned subsidiaries was fully considered at the 11th meeting. 2. The proposal on Amending the measures for the administration of raised funds was passed. 3. The proposal on the use of idle raised funds for cash management
1. 2020 annual report (full text and abstract)
2. Work report of the board of supervisors in 2020
On April 19, 2021, the 9th board of supervisors 3. The 12th meeting of the review of the internal control evaluation report in 2020 4. The final financial statement report in 2020 passed 5. The plan for profit distribution and conversion of accumulation fund into share capital in 2020
6. Proposal on change of accounting policies of the company
On April 26, 2021, the report of the first quarter of 2021 (full text and text) of the ninth board of supervisors was reviewed and adopted at the 13th meeting
On June 18, 2021, the proposal of the 14th meeting of the board of supervisors on the company's consideration of all self financing of pre invested projects with raised funds was adopted
On August 25, 2021, the semi annual report of 2021 (full text and abstract) of the ninth board of supervisors was reviewed and adopted at the 15th meeting
On October 25, 2021, the report of the third quarter of 2021 of the ninth board of supervisors was fully considered and adopted at the 16th meeting
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 fulfilled its responsibilities on the company's standardized operation, financial situation, internal control
The supervision responsibilities of directors and senior managers in terms of performance of duties are as follows:
(I) standardized operation of the company
During the reporting period, the supervisors of the company actively attended the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates, believing that the board of directors
The convening, convening and decision-making procedures of the general meeting of shareholders are legal and the resolutions are effective. The company strictly complies with the company law
The governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other regulations
Model operation and earnestly implement the resolutions of the board of directors and the general meeting of shareholders. The company has established a relatively perfect corporate governance system
According to the management structure and internal control system, no violation of laws and regulations and the company charter by directors and senior managers was found
Or acts detrimental to the interests of the company.
(II) check the company's financial situation
During the reporting period, the board of supervisors inspected the company's financial system and financial situation and found that:
Sound system and standardized financial management. The standard issued by Dahua Certified Public Accountants (special general partnership) is not guaranteed
The audit report with comments truly and fairly reflects the financial status and operating results of the company in 2021.
(III) written review opinions on the company's periodic reports
During the reporting period, the board of supervisors reviewed the company's periodic reports and issued written review opinions, holding that:
The procedures for the preparation and review of the company's periodic reports 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 company's financial situation and operating results without any falsehood
False records, misleading statements or major omissions.
(IV) related party transactions of the company
The related party transactions of the company in 2021 have fulfilled the necessary deliberation and decision-making procedures, and the transaction price is fair and reasonable
In principle, there is no situation that damages the interests of the company and shareholders.
(V) external guarantee of the company
During the reporting period, the board of directors and the general meeting of shareholders of the company approved the company and its subsidiaries to learn to become a world
Ji (Beijing) Information Technology Co., Ltd. and Tianjin Xueda (Xiamen) Education Technology Group Co.Ltd(000526) Technology Co., Ltd. are wholly-owned subsidiaries of Beijing University
The bank credit of big Information Technology Group Co., Ltd. provides joint and several liability guarantee, which is valid from the first day of 2021
Twelve months from the date of adoption of the resolution of the extraordinary general meeting of shareholders. In addition, there are no other external guarantees.
(VI) opinions on the internal control evaluation report of the company in 2021
The board of supervisors reviewed the 2021 annual internal control evaluation report issued by the board of directors and held that the company has established a relatively perfect internal control system, and the 2021 annual internal control evaluation report truly and objectively reflects the construction and operation of the company's internal control system.
(VII) implementation of the company's insider registration management system
The company has formulated the registration management system for insiders of inside information, which can register insiders of inside information within the sensitive period and inform them of relevant confidentiality obligations. During the reporting period, no directors, supervisors, senior managers and relevant personnel of the company engaged in insider trading by using insider information.
(VIII) information disclosure management of the company
The company has formulated and been able to effectively implement the relevant management system of information disclosure. The information disclosure work complies with the relevant provisions of the securities law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, abides by the basic principles of authenticity, accuracy, timeliness and integrity, and ensures the right to know of investors.
(IX) deposit and use of raised funds
During the reporting period, the company deposited and used the raised funds in strict accordance with the stock listing rules of Shenzhen Stock Exchange, the articles of association and the measures for the administration of raised funds. There was no illegal use of the raised funds, no change in the investment direction and purpose of the raised funds, and no damage to the interests of the company and shareholders.
3、 Training
During the reporting period, the company's supervisors participated in the "training of directors, supervisors and senior managers of listed companies" hosted by Xiamen securities regulatory bureau, and conducted special training and learning on the standardized operation of listed companies, so as to further improve their business level and performance ability, so as to give better play to the supervision function of the board of supervisors.
4、 2022 annual work plan
The board of supervisors of the company will continue to strictly abide by the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, faithfully and diligently perform the duties and responsibilities of the board of supervisors in close combination with the actual situation of the company, supervise and urge the standardized operation of the company and effectively safeguard the legitimate rights and interests of the company and the majority of investors.
It is hereby reported.
Board of supervisors of XueDa (Xiamen) Education Technology Group Co., Ltd
April 22, 2022
