Kaiyuan Education Technology Group Co.Ltd(300338) the 21st Meeting of the 4th board of supervisors
Kaiyuan Education Technology Group Co.Ltd(300338)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Kaiyuan Education Technology Group Co.Ltd(300338) (hereinafter referred to as "the company") conscientiously performed its duties in accordance with the company law, the securities law, the governance standards for listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws, administrative regulations, normative documents, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions in accordance with the attitude of being responsible to the company and all shareholders, Exercise functions and powers independently according to law. By attending the general meeting of shareholders and attending the board of directors as nonvoting delegates, the supervisors have effectively supervised the agenda, voting procedures and voting results of the meeting, and carefully supervised and supervised the company's finance, business decision-making, legal operation, the decision-making and behavior of directors and senior managers, so as to promote the standardized operation and normal development of the company and safeguard the legitimate rights and interests of all shareholders and employees. The specific reports are as follows:
1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors held seven meetings, as follows:
(I) on January 18, 2021, the 13th meeting of the 4th board of supervisors was held by means of on-site voting. Three supervisors were expected to attend this meeting, and the meeting deliberated and adopted the proposal on the sale of assets and related party transactions of the company.
(II) on April 23, 2021, the 14th meeting of the 4th board of supervisors was held by means of on-site voting. Three supervisors should be present at this meeting, but there were actually three. The following proposals were considered and adopted at the meeting:
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on the full text and summary of the company's 2020 Annual Report
3. Proposal on 2020 annual profit distribution plan of the company
4. Proposal on the company's 2020 financial final accounts report
5. Proposal on the company's reappointment of the audit institution in 2021
6. Proposal on the company's self evaluation report on internal control in 2020
7. Proposal on the remuneration of supervisors of the company in 2021
8. Proposal on 2020 financial audit report of the company
9. Proposal on the provision for asset impairment, credit impairment, bad debt write off and asset scrapping in 2020
10. Proposal on the daily connected transaction quota of the company in 2021
Kaiyuan Education Technology Group Co.Ltd(300338) the 21st Meeting of the 4th board of supervisors
11. Proposal on the special audit report on the occupation of the company's funds by the company's controlling shareholders and other related parties in 2020
12. Proposal on withdrawing provision for goodwill impairment
13. Proposal on implementing the new leasing standards and changing relevant accounting policies
14. Proposal on the company's report for the first quarter of 2021
(III) on May 31, 2021, the 15th meeting of the 4th board of supervisors was held by means of on-site voting. There were 3 supervisors at the meeting, and the following proposals were considered and adopted at the meeting:
1. Proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary
2. Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021
3. Proposal on verifying the list of incentive objects first granted by the company's restricted stock incentive plan in 2021
(IV) on July 16, 2021, the 16th meeting of the 4th board of supervisors was held by means of on-site voting. There were 3 supervisors at the meeting, and the following proposals were considered and adopted at the meeting:
1. Proposal on adjusting the company's restricted stock incentive plan in 2021
2. Proposal on granting restricted shares to incentive objects for the first time
(V) on August 16, 2021, the 17th meeting of the 4th board of supervisors was held by means of on-site voting. There were 3 supervisors at the meeting. The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares involved in the 2018 restricted stock incentive plan.
(VI) on August 23, 2021, the 18th meeting of the fourth session of the board of supervisors was held by on-site voting. There were 3 supervisors at the meeting, and the proposal on the full text and summary of the 2020 semi annual report was deliberated and adopted at the meeting.
(VII) on October 25, 2021, the 19th meeting of the fourth session of the board of supervisors was held by on-site voting. There were 3 supervisors at the meeting, and the proposal on the full text and summary of the third quarter report of 2021 was deliberated and adopted at the meeting.
2、 Independent 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 conscientiously performed the supervision function in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange gem, the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, and expressed the following opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
Kaiyuan Education Technology Group Co.Ltd(300338) the 21st Meeting of the 4th board of supervisors
During the reporting period, the board of supervisors of the company supervised the decision-making procedures, the establishment and implementation of the internal control system and the performance of the directors and senior managers of the company in strict accordance with the functions and powers conferred by the company law, the articles of association and the rules of procedure of the board of supervisors.
The board of supervisors believes that the company operates in accordance with the law, the operation of the board of directors is standardized, the decision-making process is scientific and legal, and can seriously implement the resolutions of the general meeting of shareholders and faithfully fulfill the obligation of good faith; The company has established a relatively perfect internal control system to fully safeguard the interests of shareholders; When performing their duties and exercising their powers, the directors and senior managers of the company have not violated laws, regulations, the articles of association or harmed the interests of the company and shareholders.
(II) check the financial situation of the company
The board of supervisors of the company has supervised the company's financial situation and financial management according to law. The board of supervisors believes that the company's financial system is relatively sound and the withdrawal of various expenses is reasonable. Tianjian Certified Public Accountants (special general partnership) with securities business qualification audited the company's financial report and issued an unqualified audit report with significant uncertainty paragraphs related to sustainable operation. It is determined that the company's accounting report complies with the relevant provisions of the accounting standards and truly reflects the company's operating results and financial situation in 2021.
The procedures for preparing and reviewing quarterly reports, semi annual reports and annual reports comply with laws, administrative regulations and the provisions of the CSRC. The contents of the reports truly, accurately and completely reflect the actual situation of the company.
(III) use and management of the company's raised funds
The board of supervisors inspected and supervised the use and storage of the company's raised funds in 2021. The board of supervisors held that the deposit and actual use of the company's raised funds were carried out in strict accordance with the relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem and the requirements of the company's raised funds management system. There was no illegal use of the raised funds during the reporting period.
(IV) transactions of acquisition and sale of assets of the company
During the reporting period, the board of supervisors supervised and verified the acquisition and sale of assets of the company, and believed that the acquisition and sale of assets of the company were in line with the long-term development strategy of the company and the fundamental interests of all shareholders, and there was no violation of relevant regulations and damage to the interests of shareholders.
(V) external guarantee, equity and asset replacement of the company
In 2021, the company had no external guarantee, no major debt restructuring, no major non monetary transactions and asset replacement, and no other damage to the interests of the company's shareholders or loss of the company's assets.
(VI) establishment and implementation of insider information management system
Kaiyuan Education Technology Group Co.Ltd(300338) the 21st Meeting of the 4th board of supervisors
The board of supervisors of the company checked the establishment and implementation of the insider management system of the company during the reporting period. The board of supervisors believed that the company strictly implemented the system during the reporting period in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, and registered and filed the undisclosed insiders when the company issued major event announcements, performance forecasts and regular reports. After verification, the company did not use insider information for illegal stock trading during the reporting period. During the reporting period, the company was not investigated and rectified by the regulatory authorities. (VII) opinions on the company's internal control self-evaluation report
The board of supervisors carefully reviewed the internal control system of Listed Companies in accordance with the relevant laws and regulations of Shenzhen Stock Exchange in 2021, and considered that the internal control system of listed companies was not perfect, and there were significant defects in the internal control system of Listed Companies in accordance with the relevant laws and regulations of Shenzhen Stock Exchange in 2021. At present, the company's overall internal control system operates well, ensuring the sustainable development of the company's businesses and effectively preventing and controlling business risks. The company and relevant personnel are not punished by the CSRC or publicly punished by the Shenzhen Stock Exchange. The board of supervisors believes that the self-evaluation report on the company's internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
(VIII) related party transactions
During the reporting period, the related party transactions of the company are the needs of the actual production and operation of the company. The price of related party transactions is determined according to the market price, which is in line with the principles of openness, fairness and impartiality. There is no behavior damaging the interests of the company and minority shareholders, and it is in line with the overall interests of the company. The decision-making procedures of related party transactions comply with the provisions of relevant laws and regulations.
3、 Work prospect of the board of supervisors in 2022
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, earnestly perform the duties of supervision and inspection, actively attend the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates, timely understand the financial situation of the company, know and supervise the legality and compliance of major decision-making matters and their implementation procedures, further improve the standard operation level of the company and prevent business risks, It is our duty to earnestly safeguard and protect the interests of the company and shareholders from infringement, promote the improvement of the corporate governance structure and the standardized operation of operation and management, and establish a good integrity image of the company.
Kaiyuan Education Technology Group Co.Ltd(300338) board of supervisors April 28, 2022
