Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “the company”) exercised its functions and powers independently according to law in strict accordance with the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other relevant regulations and requirements, and with the working attitude of scrupulous and diligent, actively and effectively carried out its work, and made great contributions to the company’s production and operation, financial status Supervise the decision-making of major matters, the use of raised funds and the performance of directors and senior managers to ensure the standardized operation of the company. The main work report of the board of supervisors this year is as follows:
1、 Convening of the board of supervisors during the reporting period
During the reporting period, the board of supervisors of the company held 17 meetings. The notice, convening and voting procedures of the meeting, as well as the proposals and proposals of the meeting met the provisions of laws, regulations and normative documents such as the company law, the articles of association, the rules of procedure of the board of supervisors and the normative requirements of regulatory authorities. The details are as follows:
(I) on January 18, 2021, the 14th meeting of the seventh session of the board of supervisors was held, and the following proposals were considered and adopted: 1. The proposal on the application of comprehensive credit line by the company and its subsidiaries in 2021 and the guarantee provided by the company for its subsidiaries;
2. Proposal on financial assistance and related party transactions provided by the company to alar Zhongtai Textile Technology Co., Ltd.
(II) on January 22, 2021, the 15th session of the seventh board of supervisors was held, at which the following proposals were considered and adopted: 1. The proposal on the sale of major assets and related party transactions of the company meeting the conditions for major asset restructuring of listed companies;
2. Proposal on the sale of major assets and related party transactions of the company;
3. Proposal on the sale of major assets of the company constituting related party transactions;
4. Proposal on the signing of the equity transfer agreement of Shanghai Zhongtai Duojing International Trade Co., Ltd. and relevant counter guarantee agreements with effective conditions between the company and the counterparty Zhongtai group;
5. Proposal on Xinjiang Zhongtai Chenical Co.Ltd(002092) report on sale of major assets and related party transactions (Draft) and its abstract;
6. The proposal that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies;
7. There is no proposal that the relevant subjects of this transaction shall not participate in any major asset reorganization of Listed Companies in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset reorganization of listed companies;
8. Proposal on whether the fluctuation of the company’s stock price meets the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties;
9. Proposal on Approving the appraisal report, audit report and reference review report involved in this major asset sale;
10. The proposal on the independence of the evaluation institution of this transaction, the rationality of the evaluation assumptions, the correlation between the evaluation method and the evaluation purpose, and the fairness of the evaluation pricing;
11. Proposal on the basis and fair and reasonable explanation of the pricing of this major asset sale;
12. Proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for the sale of major assets;
13. Proposal on the impact of this major asset sale on diluted immediate return and filling measures;
14. Proposal on the formation of related party guarantee after the sale of major assets;
15. Proposal on terminating the transfer of equity of zhongtaizhong Chengxin (Shanghai) economic and Trade Co., Ltd. by the holding subsidiary of the company;
(III) on February 5, 2021, the 16th session of the 7th board of supervisors was held, at which the following proposals were considered and adopted: 1. Proposal on extending the validity period of the resolutions of the general meeting of shareholders of the company’s non-public offering of shares;;
2. Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the non-public offering of shares and the extension of the validity period;
3. Proposal on asset loss reporting of the company in 2020.
(IV) on February 22, 2021, the 17th session of the seventh board of supervisors was held, and the following proposals were considered and adopted: 1. The proposal on the application for financing by the company’s subsidiaries and the guarantee provided by the company and its subsidiaries; (V) on April 9, 2021, the 18th meeting of the seventh session of the board of supervisors was held. The following proposals were considered and adopted at the meeting: 1, Xinjiang Zhongtai Chenical Co.Ltd(002092) 2020 annual work report of the board of supervisors;
2. Xinjiang Zhongtai Chenical Co.Ltd(002092) 2020 annual report and its summary;
4. Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 annual financial budget report;
5. Xinjiang Zhongtai Chenical Co.Ltd(002092) 2020 profit distribution plan;
6. Self evaluation report on the company’s internal control in 2020;
7. Report on the deposit and use of the company’s raised funds in 2020;
8. Proposal on the report on the use of the company’s previously raised funds;
9. Proposal on the provision for impairment in 2020;
10. Proposal on the expected daily related party transactions of the company in 2021;
11. Proposal on the implementation of performance commitments of Xinjiang Tiantai Fiber Co., Ltd;
12. Proposal on the guarantee provided by the company for its subsidiaries;
(VI) on April 28, 2021, the 19th session of the seventh session of the board of supervisors was held. The following proposals were considered and adopted at the meeting: 1. Xinjiang Zhongtai Chenical Co.Ltd(002092) report for the first quarter of 2021;
2. Proposal on financial assistance and related party transactions provided by Xinjiang Zhongtai Textile Group Co., Ltd. to alar Zhongtai Textile Technology Co., Ltd;
3. Proposal on the application for comprehensive credit by the company and its subsidiaries and the guarantee provided by the company and its subsidiaries;
(VII) on May 13, 2021, the 20th meeting of the seventh session of the board of supervisors was held, at which the following proposals were considered and adopted: 1. Proposal on the company’s acquisition of equity and related party transactions;
2. Proposal on the company’s acquisition of some shares of Xinjiang Zhongtai Xinxin Chemical Technology Co., Ltd. and capital increase and related party transactions.
(VIII) on June 25, 2021, the 21st session of the seventh session of the board of supervisors was held. The following proposals were considered and adopted at the meeting:
1. Proposal on purchasing liability insurance for directors, supervisors and senior managers;
2. Proposal on the application for financing by the company and its subsidiaries and the guarantee provided by the company and its subsidiaries. (IX) on July 23, 2021, the 22nd Meeting of the seventh session of the board of supervisors was held. The following proposals were considered and adopted at the meeting:
1. Proposal on the company’s subordinate companies applying for comprehensive credit and the company providing guarantee for them;
2. Proposal on the application of the company and its subsidiaries for financial assistance and related party transactions from Xinjiang Zhongtai (Group) Co., Ltd;
3. Proposal on using the raised funds to replace the self raised funds of the projects invested with raised funds in advance;
4. Proposal on the guarantee provided by the company for related parties.
(x) on August 17, 2021, the 23rd Meeting of the seventh session of the board of supervisors was held, at which the following proposals were considered and adopted:
1. Proposal on Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 semi annual report and summary; 2. Proposal on the deposit and use report of the company’s raised funds in the half year of 2021;
3. Proposal on Xinjiang Zhongtai Textile Group Co., Ltd. transferring its creditor’s rights to alar Zhongtai Textile Technology Co., Ltd. to increase its exclusive capital reserve and related party transactions;
4. Proposal on the company’s subordinate companies applying for financing and the company providing guarantee for them;
5. Proposal on the guarantee provided by the company for related parties.
（11） On September 14, 2021, the 24th session of the 7th board of supervisors was held. The following proposals were considered and adopted at the meeting:
1. Proposal on the application for financing by the company’s subsidiaries and the guarantee provided by the company and its subsidiaries; 2. Proposal on the guarantee provided by the company for related parties;
3. Proposal on temporary replenishment of working capital by holding subsidiaries using idle raised funds.
（12） On October 28, 2021, the 25th meeting of the seventh session of the board of supervisors was held, at which the following proposals were considered and adopted:
1. Xinjiang Zhongtai Chenical Co.Ltd(002092) third quarter report of 2021;
2. Proposal on providing guarantee for wholly-owned subsidiaries to apply for futures delivery warehouses;
3. Proposal on the company’s wholly-owned subsidiary applying for comprehensive credit and the company providing guarantee for it.
（13） On November 8, 2021, the 26th meeting of the seventh session of the board of supervisors was held, at which the following proposals were considered and adopted:
1. Proposal on the guarantee provided by the company for related parties;
2. Proposal on the company and its subsidiaries applying for financing and the company providing guarantee for them.
（14） On November 12, 2021, the 27th session of the seventh board of supervisors was held. The following proposals were considered and adopted at the meeting:
1. Proposal on Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan (Draft) and its summary;
2. Proposal on the measures for the administration of Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan;
3. Proposal on the performance evaluation measures of Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan.
（15） On December 15, 2021, the 28th meeting of the seventh session of the board of supervisors was held, at which the following proposals were considered and adopted:
1. Proposal on Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan (Revised Draft) and its abstract;
2. Proposal on the measures for the administration of Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan (Revised Version);
3. Proposal on Xinjiang Zhongtai Chenical Co.Ltd(002092) 2021 restricted stock incentive plan performance evaluation measures (Revised Version);
4. Proposal on the guarantee provided by the company for related parties;
5. Proposal on the company’s subordinate companies applying for financing and the company providing guarantee for them;
6. Proposal on asset loss reporting of the company in 2021.
（16） On December 20, 2021, the 29th meeting of the seventh session of the board of supervisors was held, at which the following proposals were considered and adopted:
1. Proposal on the company providing guarantee and related party transactions for Shanghai Zhongtai Duojing International Trade Co., Ltd.
（17） On December 30, 2021, the 30th meeting of the seventh session of the board of supervisors was held, at which the following proposals were considered and adopted:
1. Proposal on adding daily related party transactions of the company in 2021;
2. Proposal on the use of surplus raised funds by wholly-owned subsidiaries to permanently supplement working capital;
3. Proposal on the company’s wholly-owned subsidiary applying for comprehensive credit and the company providing guarantee for it;
4. Proposal on the guarantee provided by the company for related parties.
2、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
During the reporting period, the company operated in strict accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws and regulations, established a relatively perfect corporate governance structure and strict internal control system, the operation of the board of directors was standardized, the procedures were legal and the decisions were reasonable, and strictly implemented the resolutions and authorizations of the general meeting of shareholders The senior managers are diligent and responsible, and do not violate laws and regulations, the articles of association or damage the interests of the company and all shareholders when performing their duties.
(II) financial status of the company
The board of supervisors has effectively supervised and inspected the establishment and implementation of the company’s financial management and internal control system, and believes that the company’s financial condition is good, the company’s financial system is perfect, the system is perfect, the internal control system is perfect, the financial operation is standardized, in line with the provisions of relevant laws, regulations and the articles of association, and there are no violations. The company’s 2021 financial report objectively, truly and accurately reflects the company’s financial situation and operating results, and there are no false records, misleading statements or major omissions.
(III) company guarantee
During the reporting period, the board of supervisors supervised and verified the external guarantees of the company, and believed that the external guarantees of the company were in line with the provisions of the company law and other relevant laws and regulations, the articles of association and the measures for the administration of external guarantees of the company, and fulfilled the obligation of information disclosure after being deliberated and approved by the board of directors and the shareholders’ meeting of the company, The guaranteed object is mainly the holding subsidiary of the company, which provides guarantee for related parties and joint-stock companies according to the shareholding ratio or has counter guarantee conditions. The guaranteed object has stable operating performance, strong solvency and controllable risk. No illegal guarantee was found in 2021, and there were no guarantee matters that should be disclosed but not disclosed.
(IV) related party transactions
During the reporting period, the board of supervisors checked and supervised the related party transactions of the company, and believed that the related party transactions involved in the company in 2021 were carried out on the basis of fairness and mutual benefit, and all performed the relevant deliberation and decision-making procedures, which met the actual needs of the production and operation of both parties to the related party transactions, and the transaction pricing method was fair, There is no situation that damages the interests of the company and minority shareholders.
(V) use of raised funds
During the reporting period, the management, use and operation procedures of the company’s raised funds met the relevant laws and regulations such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the relevant provisions of the company’s measures for the management of raised funds, There is no violation of laws and regulations or damage to the interests of shareholders.
(VI) internal control of the company
The company has established and revised the internal control management measures according to the requirements of relevant laws and regulations. The internal control system is relatively perfect, meets the requirements of relevant national laws and regulations and the actual needs of the company’s production and operation management, and has been effectively implemented. The establishment of the system has played a good role in risk prevention and control of the company’s operation and management, It ensures the normal operation and management of the company, and 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.
(VII) establishment and implementation of insider information management system by the company
According to the requirements of relevant laws and regulations, the company established and revised the measures for the administration of the registration of insiders of inside information, revised the contents of inside information, the meaning of insiders of inside information and the scope of inside information. During the reporting period, the company implemented and implemented in strict accordance with relevant regulations, standardized the information transmission process, and the directors Supervisors, senior managers and other relevant insiders strictly followed the measures for the administration of insiders and found no
