Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) (hereinafter referred to as “the company”) conscientiously performed various duties and obligations in accordance with the relevant provisions and requirements of the company law, the articles of association and the rules of procedure of the board of supervisors and in the spirit of being responsible to all shareholders, fully exercised the supervision function of the company’s directors and senior managers, and played a positive role in the standardized operation and development of the enterprise. The main work report of the board of supervisors in 2021 is as follows: I. performance of the board of supervisors
During the reporting period, the board of supervisors of the company actively carried out relevant work and conscientiously performed its duties in strict accordance with relevant laws and regulations and the relevant provisions of the articles of association. A total of 9 meetings were held. The details are as follows:
1. Meetings of the board of supervisors
S / N name of meeting time of meeting consideration
1. Proposal on the company meeting the conditions for issuing shares to specific objects;
2. Proposal on the company’s plan to issue shares to specific objects in 2021;
3. Proposal on the company’s stock issuance plan to specific objects in 2021;
4. Proposal on the demonstration and analysis report of the company’s plan to issue shares to specific objects in 2021;
5. Proposal on the feasibility analysis report on the use of funds raised by issuing shares to specific objects;
6. Proposal on no need to prepare the explanation of the fourth supervisor’s report on the use of the previously raised funds;
1. Proposal on signing the subscription agreement for issuing shares to specific objects with Dayou Holding Co., Ltd. which came into effect on November 11 of the meeting with conditions on January 7, 2021;
8. Proposal on related party transactions involved in the issuance of shares by the company to specific objects;
9. Proposal on diluting immediate return and filling measures and commitments of relevant subjects by issuing shares to specific objects; 10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the specific matters of this issuance of shares to specific objects;
11. Proposal on the dividend return plan for shareholders in the next three years (20212023);
12. Proposal on the company’s internal control self evaluation report.
1. Work report of the board of supervisors in 2020;
2. 2020 annual report and summary of 2020 annual report;
3. Proposal on provision for asset impairment in 2020;
The fourth session of the board of supervisors, April 4, 2021 and the financial statement report of 2020;
2. On the 22nd day of the 22nd session of the board of directors 5. 2020 profit distribution plan;
6. Report on self-evaluation of internal control in 2020; 7. Special instructions of the board of directors on matters involved in the unqualified audit report with explanatory paragraphs;
8. Proposal on Exempting the notice period of the 22nd Meeting of the 4th board of supervisors of the company;
9. Proposal on adjusting the remuneration of some directors.
The 4th board of supervisors June 1, 2021. Proposal on the election of non employee representative candidates of the 5th board of supervisors on June 30, 2003;
Second meeting: proposal on appointment of accounting firm.
The 5th supervisor July 2021
4. The proposal on the election of the chairman of the 5th board of supervisors of the company was discussed at the first meeting of the board of supervisors on September 19
1. Discussion on conversion of some fixed assets and intangible assets into investment real estate and measurement using fair value model
August 2021;
May 24 2. Proposal on the full text of the company’s 2021 semi annual report and the summary of the 5th supervisor;
The second meeting of the board of directors 3. Proposal on changes in accounting policies;
Discussion 4. Proposal on correction of accounting errors.
The 5th board of supervisors 1. Deliberating and canceling the proposal on the conversion of some fixed assets and intangible assets 6 to investment real estate in October 2021 at the third meeting of the board of directors and adopting the fair value model to calculate the amount on the 13th day of the month
1. Proposal on correcting the company’s 2020 annual report, annual report summary and some financial data in the annual financial report, some financial data in the 2019 annual financial report and some financial data in the 20182021 10-year annual financial report; July 25 2. Proposal on correcting the data of the fifth financial supervision of the company’s 2021 semi annual report, semi annual report summary and semi annual financial report;
The fourth session of the board of directors 3. Proposal on the company’s report for the third quarter of 2021
The 5th supervisor December 1, 2021. Proposal on asset sale;
8. Proposal on convening the first extraordinary general meeting of shareholders in 2022.
The 5th supervisor December 1, 2021. Proposal on the achievement of the vesting conditions for the first vesting period of the sixth meeting of the company’s 2020 restricted stock incentive plan 9 Committee on December 30; Discussion 2. Restrictions on the part that has been granted but not yet vested
Proposal on the of stocks;
3. Proposal on Abolishing the 2020 restricted stock incentive plan and reserving restricted stocks.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
In 2021, in accordance with the requirements of relevant national laws and regulations, the board of supervisors inspected and supervised the company’s legal operation, decision-making procedures and the performance of duties by senior executives. The board of supervisors believes that the board of directors of the company can operate in strict accordance with the provisions of the company law and other laws and regulations and the articles of association, seriously implement the resolutions adopted by the general meeting of shareholders, gradually improve the internal management, establish a good internal management mechanism, and the decision-making process meets the requirements of laws and regulations. The directors, managers and other senior executives of the company have fulfilled their obligations of integrity and diligence, and have not found any violation of laws and regulations, abuse of power and damage to the interests of the company and shareholders.
(II) 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 and financial management in 2021.
Special opinions of the board of supervisors on inspecting the company’s financial situation: the board of supervisors inspected the financial system and financial situation of the company and its holding subsidiaries. Through the inspection and supervision of the company’s financial reports and accounting materials, the board of supervisors believes that the company’s financial system is complete, the management is standardized, and the profit distribution plan is in line with the actual situation of the company. The audit report issued by Beijing Xinghua Certified Public Accountants (special general partnership) truly and objectively reflects the company’s financial situation and operating performance.
(III) related party transactions
During the reporting period, the board of supervisors supervised and verified the related party transactions of the company in 2021 in accordance with the requirements of the articles of association and the fair decision-making system of related party transactions, and held that the decision-making procedures of related party transactions of the company during the reporting period were in line with the provisions of relevant laws, regulations and the articles of association, the transaction price was fair and reasonable, and no damage to the interests of the company was found.
(IV) opinions of the board of supervisors on the company’s internal control and self-evaluation report in 2021
The board of supervisors reviewed the company’s self-evaluation report on internal control in 2021 and considered that the form and content of the report met the requirements of relevant laws, regulations and normative documents, reflected the actual situation of corporate governance and internal control, and reflected the legality and compliance of the company’s operation and the implementation of the company’s internal rules and regulations. In 2021, the company did not violate the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange and the company’s internal control system. The board of supervisors has no objection to the self-evaluation report of the board of directors.
(V) future work of the board of supervisors
In 2022, the board of supervisors and all supervisors will continue to perform their duties faithfully and diligently in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations to ensure the standardized operation of the company. The main work plan for 2022 is as follows:
1. In 2022, the board of supervisors will continue to improve the supervision and management of the company’s operation according to law, strengthen work communication with the board of directors and management, and supervise the board of directors and senior managers according to law, so as to make their decision-making and business activities more standardized and legal. According to the actual needs of the company, hold regular and temporary meetings of the board of supervisors, do a good job in the deliberation of various topics, more actively perform the supervision duties, improve the corporate governance structure and promote the standardized operation of the company.
2. Adhere to financial supervision as the core, strengthen communication with internal and external audit institutions, and check the company’s financial situation regularly or irregularly; Supervise the financial operation of the company through regular understanding and review of financial reports.
3. Strengthen internal learning and pay attention to the improvement of their own professional quality. The board of supervisors of the company will strengthen the study of laws and regulations, normative documents and accounting and financial knowledge, broaden professional knowledge and improve business level, earnestly perform their duties in strict accordance with laws and regulations and the articles of association, and give better play to the supervisory function of the board of supervisors.
Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029)
Board of supervisors
April 28, 2022
