Tongyu Communication Inc(002792)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company actively exercised its powers and obligations in strict accordance with the duties and requirements given by the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, and earnestly safeguarded the interests of the company and the rights and interests of minority shareholders. The company's supervisors attended the general meeting of shareholders, supervised the company's production and operation, financial status and the performance of directors and senior managers, and effectively played the supervisory role of the board of supervisors. The main work report of the board of supervisors in this year is as follows:
1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held six meetings. The main situations of the meetings are as follows:
1. On February 19, 2021, the company held the sixth meeting of the Fourth Board of supervisors, which deliberated and adopted the proposal on the company's compliance with the conditions for non-public development of a shares, the proposal on the company's plan for non-public development of A-Shares in 2021, and the proposal on the company's plan for non-public issuance of A-Shares in 2021 The proposal on the feasibility report on the use of funds raised by non-public Development Bank A shares in 2021, the proposal on the report on the use of funds raised by the company in the previous time, the proposal on the diluted immediate return and filling measures of non-public offering of shares and the commitments of relevant subjects, the proposal on the shareholder return planning of the company in the next three years (20212023) Proposal on the company's plan to acquire the minority shareholders' equity of Shenzhen Guangwei Optical Communication Technology Co., Ltd. and sign a conditional equity transfer agreement with Chen hengguo, Peng Dejun, Wu Junfeng, Guo Hui and fan Yao, proposal on the evaluation report on the company's plan to acquire the minority shareholders' equity of Shenzhen Guangwei Optical Communication Technology Co., Ltd Proposal on the independence of appraisal institutions, the rationality of appraisal assumptions, the correlation between appraisal methods and appraisal purposes, and the fairness of appraisal pricing.
2. On April 27, 2021, the company held the 7th Meeting of the 4th board of supervisors, which deliberated and adopted the proposal on the work report of the board of supervisors in 2020, the proposal on the full text and summary of the annual report in 2020, the proposal on the final financial report in 2020, the proposal on the profit distribution plan in 2020, the proposal on the self-evaluation report of internal control in 2020 The proposal on the special report on the deposit and use of raised funds in 2020, the proposal on the special report on the use of the company's previously raised funds, the proposal on the use of idle own funds for cash management, the proposal on the full text and text of the report for the first quarter of 2021, the proposal on the change of accounting policies Proposal on the provision for asset impairment and write off of assets in 2020.
3. On August 26, 2021, the company held the 8th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on the 2021 semi annual report and its summary, the proposal on the renewal of the company's 2021 audit institution, and the proposal on the provision for credit impairment and asset impairment.
4. On October 20, 2021, the company held the 9th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on Tongyu Communication Inc(002792) report of the third quarter of 2021, and the proposal on terminating the implementation of 2020 stock option incentive plan and canceling the granted stock options.
5. On November 25, 2021, the company held the 10th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on adjusting the investment amount of investment projects with raised funds.
6. On December 31, 2021, the company held the 11th meeting of the 4th board of supervisors, which deliberated and approved the proposal on using some idle raised funds for cash management and the proposal on using raised funds to replace self owned funds and paid issuance expenses invested in raised projects in advance.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
1. Check the operation according to law
During the reporting period, the board of supervisors attended the general meeting of shareholders and the board of directors of the company on time according to law, and strictly supervised the decision-making procedures of the company and the performance of the directors and managers of the company. The board of supervisors believes that the decision-making procedures of the general meeting of shareholders and the meeting of the board of directors of the company are legal, and the board of directors and the operation and management team of the company effectively implement the resolutions of the general meeting of shareholders; No director, general manager and other senior managers are found to have violated laws, regulations, the articles of association or harmed the interests of the company and minority shareholders when performing their duties. 2. Check the company's financial situation
During the reporting period, the board of supervisors conducted careful and effective supervision, inspection and audit on the company's financial status, financial management and financial results. The board of supervisors believed that the preparation of the company's financial statements complied with the relevant provisions of the accounting system for business enterprises and the accounting standards for business enterprises, and the company's 2021 financial report truly and fairly reflected the company's financial status and operating results.
3. Check the related party transactions of the company
The board of supervisors supervised and verified the related party transactions of the company during the reporting period and held that the decision-making procedures of the related party transactions of the company during the reporting period were legal, the transaction prices followed the principles of openness, fairness and impartiality, were fair and reasonable, and did not harm the interests of the company or the interests of minority shareholders.
4. Check the external guarantee
In 2021, the company has no external responsibilities.
5. Comments on the self-evaluation report of internal control
After reviewing the self-evaluation report of the board of directors on the company's internal control in 2021 and the construction and operation of the company's internal control system, it is considered that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company's internal control truly and objectively reflects the construction and operation of the company's internal control system.
3、 Work prospect of the board of supervisors
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the securities law and the articles of association, faithfully perform the duties of the board of supervisors, further promote the standardized operation of the company, strengthen the risk prevention awareness of the management team, and actively protect the interests of shareholders, the company and employees.
Tongyu Communication Inc(002792) board of supervisors
April 28, 2002
