Bringspring Science And Technology Co.Ltd(300290)
Work report of the board of supervisors in 2021
During the reporting period, all members of the board of supervisors of the company conscientiously performed their supervisory duties in strict accordance with the provisions of the company law, the securities law, the gem stock listing rules, the guidelines for the standardized operation of companies listed on the gem, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, and were responsible for the financial situation of the company, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the decision-making procedures of major matters The directors and senior managers have effectively supervised and inspected the performance of their duties and the legality and compliance of the company’s operation and management. Now the work of the board of supervisors in 2021 is reported as follows:
1、 Meetings held
During the reporting period, the board of supervisors of the company held 13 meetings (including 12 meetings of the Fourth Board of supervisors and one meeting of the Fifth Board of supervisors). There was no absence of supervisors at all meetings. The convening and decision-making procedures of the previous board of supervisors during the reporting period comply with the relevant provisions of the company law, the articles of association and other relevant laws and regulations. The details of the meeting are as follows:
(I) on March 22, 2021, the company held the 22nd Meeting of the 4th board of supervisors, deliberated and approved the proposal on the company’s non recurring income statement, return on net assets and income statement per share, and the proposal on the authenticity, accuracy and integrity of the company’s statement on issuing shares to specific objects through simple procedures, At the same time, it issued the review opinions of the board of supervisors on the authenticity, accuracy and completeness of the prospectus;
(II) on April 23, 2021, the company held the 23rd Meeting of the 4th board of supervisors, which deliberated and approved the work report of the board of supervisors in 2020, the financial final accounts report in 2020, the annual report in 2020 and its abstract, the profit distribution plan in 2020, the internal control evaluation report in 2020, the proposal on the renewal of the company’s audit institution in 2021, the proposal on the change of accounting policies Proposal on the provision for asset impairment in 2020, special report on the storage and use of raised funds in 2020, and proposal on the abandonment of excess profit reward by the management of Shenzhou Shihan;
(III) on April 28, 2021, the company held the 24th Meeting of the 4th board of supervisors, which deliberated and adopted the report of the first quarter of 2021;
(IV) on May 16, 2021, the company held the 25th meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on adjusting the investment amount of investment projects raised by issuing shares to specific objects;
(V) on May 20, 2021, the company held the 26th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the company’s meeting the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s issuing convertible corporate bonds to unspecified objects, and the proposal on the company’s issuing convertible corporate bonds to unspecified objects The proposal on the demonstration and analysis report of the company’s issuance of convertible corporate bonds to unspecified objects, the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of convertible corporate bonds to unspecified objects, the proposal on the special report on the use of funds raised by the company in the previous time Proposal on diluting the immediate return and filling measures and relevant commitments of the company issuing convertible corporate bonds to unspecified objects, proposal on the meeting rules of the holders of convertible corporate bonds issued by the company to unspecified objects, proposal on the acquisition of 6% equity of Shanghai Jinchuang Information Technology Co., Ltd., proposal on the acquisition of 10% equity of Shanghai Jinchuang Information Technology Co., Ltd. and related party transactions Proposal on suspending the extraordinary general meeting of shareholders;
(VI) on June 16, 2021, the company held the 27th meeting of the 4th board of supervisors, deliberated and approved the proposal on adjusting the repurchase price and exercise price of 2018 stock option and restricted stock incentive plan, the proposal on proposed repurchase and cancellation of some restricted shares of 2018 stock option and restricted stock incentive plan The proposal on the proposed cancellation of some stock options in the 2018 stock option and restricted stock incentive plan, the proposal on the achievement of the second exercise / lifting of restrictions on sale period / lifting of restrictions on sale conditions of the 2018 stock option and restricted stock incentive plan, the proposal on the use of some idle raised funds for cash management, the proposal on the use of some idle raised funds to temporarily supplement working capital Proposal on providing guarantee for wholly-owned subsidiaries and proposal on providing counter guarantee for third-party guarantee institutions;
The proposal on the issuance of convertible bonds of the company and the revised draft of the proposal on the issuance of convertible bonds of the company (the 28th meeting of the board of supervisors on July 16, 2021) were reviewed and approved The proposal on the feasibility analysis report (Revised Draft) on the use of funds raised by the company by issuing convertible corporate bonds to unspecified objects, the proposal on the independence of relevant evaluation institutions, the rationality of evaluation assumptions, the correlation between evaluation methods and evaluation purposes, and the fairness of evaluation pricing of the target company for the project of raising and investing convertible corporate bonds to unspecified objects Proposal on signing supplementary agreement of equity transfer agreement with effective conditions with Deqing Boyu investment management partnership (limited partnership) and Shanghai Jinchuang Information Technology Co., Ltd., proposal on signing supplementary agreement of equity transfer agreement with effective conditions with Shenyang Rongke rongtuo health data industry equity investment partnership (limited partnership) and Shanghai Jinchuang Information Technology Co., Ltd;
(VIII) on August 26, 2021, the company held the 29th meeting of the Fourth Board of supervisors, deliberated and adopted the semi annual report of 2021 and its summary, the special report on the deposit and use of raised funds in the semi annual of 2021, the proposal on supplementary deliberation on the daily connected transactions between the company and Tianjin yunzhikang Technology Co., Ltd. in 2020 Proposal on additional consideration of daily transactions between the company and Chaoyang Bank Co., Ltd. in 2017, 2018, 2019 and January April 2020;
(IX) on September 8, 2021, the company held the 30th meeting of the Fourth Board of supervisors, deliberated and approved the proposal on the proposed repurchase and cancellation of some restricted shares in the 2018 stock option and restricted stock incentive plan; (x) on October 14, 2021, the company held the 31st meeting of the 4th board of supervisors, deliberated and adopted the proposal on replacing self raised funds invested in projects with raised funds in advance, the proposal on providing guarantee for wholly-owned subsidiaries and the proposal on providing counter guarantee for third-party guarantee institutions;
(11) On October 26, 2021, the company held the 32nd meeting of the 4th board of supervisors, which deliberated and adopted the third quarter report of 2021;
(12) On December 6, 2021, the company held the 33rd meeting of the 4th board of supervisors, deliberated and adopted the proposal on nominating non employee representative supervisors of the 5th board of supervisors, elected Ms. Dong Xiaoyan and Mr. Song Hui as non employee representative supervisors of the 5th board of supervisors respectively, and formed the 5th board of supervisors together with Ms. Feng Xue, employee representative supervisor;
(13) On December 22, 2021, the company held the first meeting of the Fifth Board of supervisors, deliberated and adopted the proposal on the election of the chairman of the Fifth Board of supervisors, and elected Ms. Dong Xiaoyan as the chairman of the Fifth Board of supervisors.
2、 Opinions of the board of supervisors
During the reporting period, the board of supervisors conscientiously performed its supervision duties in accordance with the relevant provisions of the company law, the securities law, the GEM Listing Rules, the guidelines for the standardized operation of GEM listed companies, the articles of association and the rules of procedure of the board of supervisors and other relevant laws and regulations, and expressed the following opinions on the relevant situation of the company during the reporting period: (I) the operation of the company in accordance with the law
During the reporting period, the board of supervisors carefully supervised and inspected the company’s legal operation. The board of supervisors held that the convening, convening and decision-making procedures of the company’s board of directors and general meeting of shareholders were legal and effective; The board of directors can earnestly implement the resolutions of the two sessions; Directors and senior managers do not violate laws and regulations when performing their duties. (II) check the company’s financial situation
During the reporting period, the board of supervisors had a comprehensive understanding of the company’s financial situation according to law. The board of supervisors believed that the company’s financial system was basically sound; The company’s 2021 financial report truly and objectively reflects the company’s financial situation and operating results. Rongcheng Certified Public Accountants (special general partnership) issued an unqualified audit report with emphasis on the financial report of the company in 2021. The board of supervisors believes that the audit opinion objectively reflects the progress of the matters involved. The board of supervisors has no objection to the audit report, and will actively urge the relevant work of the board of directors and continue to pay attention to the relevant work of the board of directors and management, Effectively safeguard the legitimate rights and interests of all shareholders of the company.
(III) related party transactions and illegal guarantees of the company
During the reporting period, the company had major related party transactions and illegal guarantees.
After verification, the company did not occupy funds by controlling shareholders and other related parties during the reporting period. There are illegal guarantees and major related party transactions:
The guarantee contract signed between Liaoning Guoke Media Co., Ltd. and Zhongke Media Co., Ltd. was RMB 10600296, and the amount of interest payable was RMB 6600296, which was the guarantee contract signed between Liaoning Guohui Media Co., Ltd. and Zhongke Media Co., Ltd. The guarantee period is July 31, 2021. Guoke industry shall repay Zhonghui media for two years after the expiration of the debt. Zhonghui media filed a pre litigation property preservation to the people’s Court of Shenhe District, Shenyang City, Liaoning Province, and the bank account of the company was frozen for 1351231197 Yuan due to the above guarantee. The aforesaid guarantee failed to fulfill the deliberation procedures of the general meeting of shareholders according to law.
On July 21, 2021, the company signed the guarantee contract with the creditor Zhonghui media and the debtor Cui Wantian to provide joint and several liability guarantee for the debt of 15.2 million.00 yuan payable by Cui Wantian to Zhonghui media, with the guarantee amount of 15.2 million.00 yuan (principal) and interest. On January 10, 2022, Zhonghui media filed a lawsuit to Shenyang Shenhe District People’s court for property preservation. The bank account of the company was frozen for 1646830000 Yuan due to the above guarantee, and the above guarantee did not fulfill the deliberation procedures of the general meeting of shareholders according to law.
On October 19, 2021, the company provided guarantee for the working capital loan of 230000000000 yuan obtained by Panjin Jieneng Industrial Co., Ltd. from Jianshe sub branch of Panjin Bank Co., Ltd. (hereinafter referred to as “Panjin bank”). The aforesaid guarantee failed to fulfill the deliberation procedures of the general meeting of shareholders according to law. Due to the debtor’s failure to repay in time, Panjin bank applied to the court for freezing the company’s bank account on January 18, 2022. As of the disclosure date of this announcement, the relevant account has been unfrozen, but the relevant guarantee liability has not been relieved.
In view of the occurrence of the above illegal guarantee, the board of supervisors continued to pay attention to and urge the board of directors and relevant responsible persons to solve the above problems as soon as possible, reduce and eliminate the adverse impact on the company and safeguard the legitimate rights and interests of the company and shareholders.
(IV) use of the company’s raised funds
During the reporting period, the board of supervisors effectively supervised the deposit and use of the company’s raised funds. 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, and there was no illegal use of the raised funds. (V) acquisition and sale of assets by the company
The board of supervisors believes that during the reporting period, the company has performed the necessary legal procedures on matters related to the acquisition and sale of assets in accordance with relevant laws, regulations, normative documents and the articles of association, which are complete, legal and effective.
(VI) opinions on the evaluation report of the company’s internal control
During the reporting period, the board of supervisors checked the evaluation report of the company’s internal control and the construction and operation of the internal control system. The board of supervisors believed that: 1. The company’s existing internal control system basically met the actual situation of the company’s operation and management and the requirements of relevant laws and regulations, and the corporate governance structure and internal control system of the company were relatively perfect. The 2021 internal control evaluation report of the board of directors of the company comprehensively, objectively and truly reflects the establishment and operation of the company’s internal control system; 2. Major non-financial defects occurred in 2021 due to the company’s illegal guarantee and related party transactions. We remind the company to further improve the guarantee approval system and take various positive and effective measures to strengthen the supervision of external guarantee projects, especially strengthen the guarantee risk management and strictly control the debt risk caused by the company’s external guarantee. At the same time, strengthen the responsibilities and conditions for seal approval such as official seal and contract seal, and improve the strength and requirements of internal audit and supervision, so as to ensure the sustainable, stable and healthy development of the company and safeguard the rights and interests of minority shareholders.
(VII) opinions on matters related to 2018 stock option and restricted stock incentive plan
During the reporting period, the board of supervisors deliberated on the second exercise / lifting of restrictions in the 2018 stock option and restricted stock incentive plan, the achievement of exercise / lifting of restrictions, the adjustment of exercise price, the lifting of restrictions on the sale of some restricted shares, the repurchase and cancellation of some stock options and restricted shares, etc, And issued the “statement of the board of supervisors on the review and publicity of the list of incentive objects of the 2018 stock option and restricted stock incentive plan” Bringspring Science And Technology Co.Ltd(300290) board of supervisors
April 28, 2002