Cnfc Overseas Fisheries Co.Ltd(000798) : work report of the board of supervisors in 2021

Cnfc Overseas Fisheries Co.Ltd(000798)

Work report of the board of supervisors in 2021

In 2021, Cnfc Overseas Fisheries Co.Ltd(000798) all members of the board of supervisors conscientiously and faithfully performed their duties and exercised their functions and powers independently according to law in strict accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, and the detailed rules for the implementation of self regulatory measures and disciplinary sanctions of Shenzhen Stock Exchange (revised in 2018), Supervise the company’s production and operation plan, related party transactions, financial status and the performance of the company’s directors and senior executives, actively safeguard the legitimate rights and interests of the company and shareholders, and promote the standardized operation and healthy development of the company. The main work of the board of supervisors in 2021 and the work plan for 2022 are reported as follows:

1、 Basic evaluation of the company’s operation and management behavior in 2021

In 2021, the board of supervisors of the company earnestly performed its supervision duties in strict accordance with the articles of association, rules of procedure of the board of supervisors and other relevant requirements, attended all on-site meetings of the board of directors and general meetings of shareholders (including extraordinary general meetings of shareholders) in 2021, and believed that the board of directors earnestly implemented the resolutions of the general meeting of shareholders, The resolution of the board of directors complies with the requirements of the company’s integrity law and other laws and regulations. At the same time, the board of supervisors supervised the company’s internal control activities and production and operation activities, and believed that the company’s management team was diligent and conscientious, earnestly implemented various resolutions of the board of directors, and there were no illegal operations or acts detrimental to the interests of the company and shareholders.

2、 Convening and deliberation of the meeting of the board of supervisors in 2021

During the reporting period, the board of supervisors of the company held 6 meetings, reviewed and approved 22 proposals, signed 2 written confirmation opinions, and signed 4 review opinions by fax and e-mail. The details are as follows:

(I) on February 5, 2021, the 14th meeting of the 7th board of supervisors was held in the way of combining on-site and network. It was reviewed and approved as follows: 1 2020 annual report and summary of 2020 annual report of the company; 2. The company’s 2020 work report of the board of supervisors 3 Financial statement report of 2020; 4. 2020 profit distribution plan of the company; 5. The meeting also jointly signed the written confirmation of the board of directors, supervisors and senior management on the 2020 annual report.

(II) on March 12, 2021, the 15th meeting of the 7th board of supervisors was held by fax and e-mail, and the proposal on making up losses up to one third of the total paid in share capital was reviewed and approved.

(III) on April 21, 2021, the company approved the first quarter report of 2021 by fax and e-mail, and signed the review opinions of the board of supervisors on the first quarter report of 2021.

(IV) on May 13, 2021, the review was conducted by fax and e-mail, and the review opinions were signed on the proposal on signing the supplementary agreement to the agreement on fund-raising housing construction. (V) on August 19, 2021, the 16th meeting of the seventh board of supervisors was held by fax and e-mail, which was reviewed and approved: 1 The company’s 2021 semi annual report; 2. Proposal on increasing the estimated amount of daily connected transactions in 2021; 3. Proposal on increasing the capital of “Fenghui 9” ship to take shares in China Agricultural Development Group Zhoushan ocean fishery Co., Ltd; 4. Proposal on accounting policy change and other four topics. In addition, the meeting also signed the review opinions of the board of supervisors on the 2021 semi annual report and jointly signed the written confirmation opinions of the directors, supervisors and senior management on the 2021 semi annual report.

(VI) on August 27, 2021, the 17th meeting of the seventh board of supervisors was held by fax and e-mail, which was reviewed and approved Proposal on the general election of the board of supervisors; 2. Two proposals including the proposal on abandoning the preemptive right to increase capital of China Agricultural Development Group Zhoushan ocean fishery Co., Ltd.

(VII) on September 13, 2021, the first meeting of the eighth board of supervisors was held by combining on-site and network Deliberating the proposal on electing the chairman of the 8th board of supervisors of the company; 2. Reviewed and adopted the implementation measures of Cnfc Overseas Fisheries Co.Ltd(000798) compliance management.

(VIII) on October 22, 2021, the third quarter report of 2021 of the company was reviewed and approved by fax and e-mail, and the review opinions of the board of supervisors on the third quarter report of 2021 were signed.

(IX) on December 3, 2021, the second meeting of the eighth board of supervisors was held by combining on-site and network, and it was reviewed and approved as follows: 1 Proposal on the company’s compliance with the conditions for non-public development of A-share shares; 2. Review the proposal on the company’s non-public development of A-Shares one by one; 3. Proposal on the company’s plan for non-public development of a shares; 4. Proposal on the feasibility report on the use of funds raised by non-public Development Bank A shares in 2021; 5. Proposal that the company does not need to prepare the report on the use of the previously raised funds; 6. Proposal on diluting immediate return and filling measures of non-public Development Bank A shares of the company; 7. Proposal on the commitment made by the controlling shareholders, supervisors and senior managers of the company to take filling measures for diluting the immediate return of non-public Development Bank A shares; 8. Proposal on formulating .

3、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021

(I) legal operation of the company

In 2021, all members of the board of supervisors of the company conscientiously performed their duties and fulfilled their duties. They attended 3 on-site meetings of the board of directors and 3 general meetings of shareholders (including extraordinary general meetings of shareholders). In addition, they supervised 50 topics of 8 meetings of the board of directors held by fax and e-mail, and supervised the convening procedures and resolutions of the general meeting of shareholders and the board of directors, The board of directors has supervised and inspected the implementation of the resolutions of the general meeting of shareholders and the performance of duties of directors and senior managers throughout the process. The board of supervisors believes that the company’s major business decisions are reasonable, the decision-making procedures of the board of directors are legal and effective, the resolutions of the general meeting of shareholders and the board of directors can be well implemented, and the directors, managers and other senior managers of the company are diligent, honest, loyal to their duties, strictly abide by relevant national laws, regulations and various rules and regulations of the company, so as to standardize the operation of the company Democratic decision-making and scientific management.

（2） Internal control of the company

In accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the current actual situation, the company actively promotes the construction of various internal management systems, establishes and improves the internal control mechanism, covers all fields of the company, supervises the implementation of relevant work, and ensures the effective implementation of the company’s business activities.

The company’s internal control system is gradually improving, the internal audit department and personnel have been equipped in place, and a relatively complete check and balance mechanism has been formed. The board of supervisors believes that the self-evaluation of the company’s internal control in 2021 comprehensively and truly reflects the actual situation of the company’s internal control and ensures the implementation and supervision of the company’s key internal control activities. This year, the company did not violate the guidelines on internal control of listed companies and the company’s internal control system.

（3） Check the company’s financial situation

During the reporting period, the board of supervisors carefully reviewed the company’s accounting statements and financial data, reviewed the company’s annual report, reviewed the audit report of the accounting firm, and conducted necessary supervision and inspection on the company’s financial status and operating results. The board of supervisors believes that the company and its subsidiaries have standardized financial management, good financial status and operating results, and have strictly implemented the accounting law, accounting standards for business enterprises and other laws and regulations. In 2021, the finance and capital Department revised the fund management measures, formulated the fund internal control management measures, the state-owned assets evaluation management measures and the overseas project commission management measures (for Trial Implementation), and further improved the financial system to control financial risks.

（4） Review the company’s investment and financing

In 2021, the company renovated four 51 meter ultra-low temperature tuna longline fishing boats (i.e. Changrong 7, Changrong 8, Jinfeng 5 and Jinfeng 6). In the same period, the company also invested in the establishment of reclaimed water tuna National Fisheries exhibition and marketing company in cooperation with Guangjian company and Guangdong National Fisheries frozen seafood Co., Ltd. The board of supervisors has effectively supervised and reviewed the decision-making and implementation of the above investment projects, and believes that the procedures are compliant and the investment is rigorous. At the same time, the board of supervisors also performed the corresponding review procedures for the preliminary preparations for the Fenghui No. 9 capital increase and shareholding of the agricultural development ocean project and the first financing project, and deliberated and adopted various proposals.

(V) related party transactions

Through the supervision of the related party transactions of the company in 2021, the board of supervisors believes that the related party transactions of the company during the reporting period follow the principles of fairness, impartiality and openness, the transaction pricing is fair and reasonable, and the relevant meeting decision-making procedures comply with the provisions of the articles of Association, Shenzhen Stock Exchange Stock Listing Rules and other relevant laws and regulations, which is conducive to improving the performance of the company, There is no situation that damages the interests of the company or minority shareholders.

（6） External guarantee of the company

During the reporting period, the company has no external guarantee, debt restructuring, non monetary transactions, asset replacement and other situations that damage the interests of the company’s shareholders or cause the loss of the company’s assets. （7） Establishment and implementation of insider information management system by the company

The board of supervisors believes that in 2021, the company strictly followed the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, implemented the relevant system contents of insider information according to law, and implemented the insider information management and insider registration. During the reporting period, the company did not use insider information for illegal stock trading.

4、 Key points of work of the board of supervisors in 2022

In 2022, the board of supervisors of the company will continue to adjust its working ideas in time, faithfully perform its duties, further promote the standardized operation of the company and give full play to the role of the board of supervisors in the corporate governance structure in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant policies and regulations, in close combination with the new situation and requirements of the company’s development. Mainly from the following aspects to carry out and improve the work of the board of supervisors:

(I) strengthen the self construction of the board of supervisors, understand the new requirements of the regulatory authorities, actively participate in the special training activities held by the board of supervisors and the securities regulatory bureau, improve the comprehensive skills of the personnel of the board of supervisors, continuously improve the quality of supervision and inspection, continuously improve the ability and efficiency of the board of supervisors, and lay a good foundation for safeguarding the interests of all shareholders.

(II) improve the supervision mechanism, carry out the daily activities of the board of supervisors, improve the timeliness of supervision, enhance the sensitivity of supervision, convene regular or temporary meetings of the board of supervisors as needed, and review various topics. Supervise the compliance of the company’s collective decision-making, promote the legitimacy of various decision-making procedures, further promote the company to continuously improve the construction of internal control system, improve the level of internal control evaluation, and effectively prevent business risks.

(III) always closely combine the national policy situation and the spirit of relevant documents, study and study the new working mechanism of the board of supervisors, jointly carry out internal supervision with the company’s internal audit and supervision departments with an objective, fair and pragmatic attitude, pay equal attention to supervision and service, strengthen communication and coordination with the board of directors and management, and establish long-term and effective communication channels, Earnestly perform the functions of the board of supervisors.

(IV) strengthen the supervision of key people, matters and fields, attend the board of directors and general meeting of shareholders according to law, and timely grasp the information of major decision-making matters of the company. On the basis of doing a good job in the supervision and inspection of the company’s headquarters, strengthen the supervision of holding subsidiaries and joint-stock companies. Regularly inspect the operation of the board of directors and the company, and earnestly perform the supervision function entrusted by the general meeting of shareholders.

In 2022, the board of supervisors will continue to strengthen the implementation of the supervision function, continue to faithfully perform the duties of supervisors in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant policies and regulations, further promote the standardized operation of the company and better safeguard the interests of the company and the majority of shareholders.

Cnfc Overseas Fisheries Co.Ltd(000798) board of supervisors

February 9, 2022