Shenzhen Sunwin Intelligent Co.Ltd(300044)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company actively and effectively carried out its work and earnestly performed its duties in strict accordance with the requirements of the company law, the securities law, the articles of association and relevant laws and regulations. The board of supervisors supervised and inspected the legal operation of the company and the performance of duties by directors and senior managers of the company, and safeguarded the legitimate rights and interests of the company and shareholders. The report on the work of the board of supervisors in 2021 is as follows:
1、 Meetings and resolutions of the board of supervisors during the reporting period
The board of supervisors held 7 meetings in 2021. The meeting was as follows:
1. On January 11, 2021, the fifth meeting of the Fifth Board of supervisors of the company was held, and supervisors Xie Linan, Wang Dawei and Fang Huajun attended the meeting. After careful deliberation by the supervisors attending the meeting, the proposal on using part of the idle raised funds to temporarily supplement the working capital and the proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet lifted that do not meet the incentive conditions were adopted.
2. On April 27th, 2024, the 6th meeting of the board of supervisors of the company was held by Wang Dajun and attended by Xie Lijun. After careful deliberation by the attending supervisors, The proposal on the work report of the board of supervisors in 2020, the proposal on the annual report and its summary in 2020, the proposal on the company's final financial report in 2020, the proposal on the correction and retroactive adjustment of previous accounting errors, the proposal on the audited financial report in 2020, and the opinion of the board of supervisors on the special explanation of the matters involved in the audit report in 2020 Proposal on the self-evaluation report of internal control in 2020, the opinion of the board of supervisors on the special explanation of the matters involved in the negative opinion internal control assurance report, the proposal on the profit distribution plan in 2020, the proposal on the special report on the storage and use of raised funds in 2020, and the proposal on the remuneration scheme of supervisors Proposal on repurchase and cancellation of the third phase of restricted shares granted but not yet released that do not meet the incentive conditions, proposal on the report of the first quarter of 2020, proposal on the company's termination of stock issuance to specific objects and application for withdrawal of relevant application documents.
3. On June 9, 2021, the seventh meeting of the Fifth Board of supervisors of the company was held, and supervisors Xie Linan, Wang Dawei and Fang Huajun attended the meeting. After careful deliberation by the supervisors attending the meeting, the rectification report on the decision of China Securities Regulatory Commission Shenzhen regulatory bureau to order the company to take corrective measures was adopted.
4. On July 15, 2021, the 8th meeting of the 5th board of supervisors of the company was held. Supervisors Xie Linan, Wang Dawei and Fang Huajun attended the meeting. After careful deliberation by the attending supervisors, the proposal on the proposed transfer of the rights and interests of the sponsors of Ma'anshan college and related party transactions was adopted.
5. On August 29, 2021, the ninth meeting of the Fifth Board of supervisors of the company was held, and supervisors Xie Linan, Wang Dawei and Fang Huajun attended the meeting. After careful deliberation by the attending supervisors, The proposal on the company's 2021 semi annual report and its summary, the proposal on the special report on the deposit and use of the company's 2021 semi annual raised funds, the proposal on using the raised funds to increase capital to wholly-owned subsidiaries, the proposal on Revising the internal accountability system of directors, supervisors and senior managers, and the proposal on Revising the rules of procedure of the board of supervisors were adopted Proposal on correction and retroactive adjustment of previous accounting errors.
6. On October 27, 2021, the 10th meeting of the 5th board of supervisors of the company was held. Supervisors Xie Linan, Wang Dawei and Fang Huajun attended the meeting. After careful deliberation by the supervisors attending the meeting, the proposal on the third quarter report of the company in 2021 was adopted.
7. On December 29, 2021, the 11th meeting of the 5th board of supervisors was held. Supervisors Xie Linan, Wang Dawei and Fang Huajun attended the meeting. After careful deliberation by the supervisors present at the meeting, the proposal on closing the investment project of supporting funds raised by the company through issuing shares to purchase assets and permanently replenishing the surplus raised funds with working capital was adopted.
2、 Review opinions of the board of supervisors on relevant matters of the company during the reporting period
The board of supervisors of the company has carefully supervised and inspected the company's legal operation, financial status, related party transactions, internal control and other aspects in accordance with the relevant provisions of the company law, the securities law, the Listing Rules of the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and the articles of association, Opinions of the board of supervisors on the company's operation in accordance with the law: (I) opinions issued by the board of supervisors during the report period
During the reporting period, the board of supervisors earnestly performed the functions and powers conferred by the company law, the articles of association and other relevant laws and regulations, and supervised the legal operation of the company by participating in the general meeting of shareholders, attending the meetings of the board of directors as nonvoting delegates and consulting relevant materials. The board of supervisors held that during the reporting period, the company comprehensively combed and improved the internal management system of the company in accordance with the company law, securities law, articles of association and other relevant national laws, safeguarded the legitimate rights and interests of the company, shareholders and creditors, standardized the organization and behavior of the company, and promoted the standardization, procedural and systematic operation and management of the company. The board of supervisors of the company has supervised the implementation of the resolutions of the board of directors and the general meeting of shareholders, and believes that the convening and resolutions of the board of directors and the general meeting of shareholders of the company comply with the provisions of relevant laws and regulations. The directors and senior managers of the company are basically able to perform their duties and exercise their functions and powers with due diligence, and no other acts damaging the interests of the shareholders and the company are found in the performance of their duties.
(II) audit opinions of the board of supervisors on the inspection of the company's financial situation
The board of supervisors carefully, carefully and effectively supervised, inspected and reviewed the company's financial status, financial management and financial results in 2021, and believed that the company's financial operation was standardized, there were no major omissions and false records in accounting, strictly implemented the accounting law, enterprise accounting standards and other laws and regulations, and found no violations of rules and disciplines. The financial report prepared by the company truly and fairly reflects the financial status and operating results of the company in 2021.
The board of supervisors believes that the audit opinion issued by Asia Pacific (Group) accounting firm (special general partnership) on the company's 2021 financial report is objective and fair, and the financial report truly reflects the company's financial status and operating results.
(III) review opinions of the board of supervisors on the use and management of the company's raised funds
The board of supervisors inspected the use and management of the company's raised funds during the reporting period. The board of supervisors believed that the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the raised funds management system. There was no illegal use of the raised funds, and the investment direction and purpose of the company's raised funds were not changed.
(IV) review opinions of the board of supervisors on related party transactions
The board of supervisors checked the related party transactions of the company during the reporting period and held that the related party transactions of the company in 2021 were fair and impartial, and there was no obvious unfairness, manipulation of the company's profits through related party transactions, or damage to the interests of the company and other shareholders.
(V) audit opinions of the board of supervisors on the self-evaluation of the company's internal control
In accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control regulatory requirements, the board of supervisors issued the following opinions on the self-evaluation report on internal control in 2021:
1. In 2021, the company revised various internal control systems in accordance with the company law, the securities law and the relevant provisions of Shenzhen Stock Exchange on GEM listed companies, formed a relatively systematic corporate governance framework, improved the corporate governance structure and established an internal control environment for the standardized operation of the company. It ensures the orderly and effective development of the company's business activities, protects the safety and integrity of the company's assets, and protects the interests of the company and its shareholders.
2. During the reporting period, no major defects in the company's internal control over non-financial reporting and financial reporting were found. The 2021 internal control self evaluation report prepared by the board of directors of the company comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company's internal control system.
(VI) review opinions of the board of supervisors on the company's 2021 Annual Report
In accordance with Article 82 of the securities law and the relevant provisions of the standards for the content and format of information disclosure by companies that offer securities to the public No. 2 - content and format of annual report (revised in 2021), we have carefully reviewed the 2021 annual report prepared by the board of directors and put forward the following written review opinions: the procedures for the preparation and review of the 2021 annual report of the company by the board of directors comply with the law Regulations and relevant provisions of the CSRC, the contents of the report truly, accurately and completely reflect the actual situation of the company's operation in 2021, and there are no false records, misleading statements or major omissions.
3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will continue to perform its duties faithfully and diligently, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, perform its supervision duties with a more rigorous working attitude, expand working ideas, abide by the principle of good faith, ensure the operation of the board of directors and management according to law, safeguard the interests of the company's shareholders and the majority of small and medium-sized investors, and do a solid job in all work, To promote the better and faster development of the company Shenzhen Sunwin Intelligent Co.Ltd(300044) board of supervisors
April 26, 2002
