Anhui Xinbo Aluminum Co.Ltd(003038)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “the company”) scrupulously and diligently performed the duties of supervisors in strict accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the provisions and requirements of the articles of association, the rules of procedure of the board of supervisors and other company systems, Exercise their functions and powers independently according to law to ensure the standardized operation of the company and effectively safeguard the interests of the company and shareholders. Actively attended the board of directors and the general meeting of shareholders as nonvoting delegates, supervised the company’s production and operation, major events, financial status, and the performance of duties of directors and senior managers, and played a positive role in the standardized operation and healthy development of the company.
The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors in 2021
In 2021, the company held 10 meetings of the board of supervisors, and the convening and voting procedures of the meetings were in line with the company law, the articles of association and other relevant provisions. The details of the meeting are as follows:
Date of meeting name of meeting deliberation result of proposal
The second supervision conference in January 2021 and the company’s 2020 annual report;
On June 15, the 4th meeting of the board of directors 2. The proposal on the temporary non distribution of the company’s profits in 2020 was passed.
1. On replacing pre invested projects with raised funds
And the proposal of self raised funds for which the issuance expenses have been paid;
2. On using some idle raised funds for cash management
Reasonable proposal;
The second session of the supervisory committee 3. On the payment of raised investment projects by using bank bills
The fifth session of the board of directors in February 2021 and the proposal of equal replacement with raised funds; Through the meeting on June 24, 4. On the use of raised funds to Anhui Xinxin, a wholly-owned subsidiary
Proposal for Platinum Technology Co., Ltd. to provide loans to implement raised investment projects
Case;
5. On the guarantee amount of the company to wholly-owned subsidiaries in 2021
The proposal of degree prediction.
The second session of the board of supervisors in April 2021 1 1. Discussion on the company’s report for the first quarter of 2021
The sixth case of the Council on June 26. Adoption of the second meeting
1. Work report of the board of supervisors in 2020;
2. The company’s 2020 financial statement report;
3. On using some idle raised funds to supplement the flow temporarily
Proposal on the use of working capital;
The second supervision session 4. About the financing amount of the company and its wholly-owned subsidiaries in 2021
The seventh motion of the board of directors in May 2021; Passed the 5th meeting on August 8. The proposal on the change of accounting policies;
6. On the guarantee and related party provided by the actual controller for the company
Proposal on transaction;
7. Proposal on renewing the appointment of accounting firms;
8. Proposal on capital increase of wholly owned subsidiaries.
In June 2021, the second supervision conference 1. On signing the project of aluminum profiles for doors and windows of high-end energy-saving system
On September 9, the eighth investment agreement of the Council > proposal on establishing a wholly-owned subsidiary. Adoption of the second meeting
August 2021: the second supervision conference 1. The full text and summary of the 2021 semi annual report;
At the 9th meeting of the board of directors on June 30, 2. Proposal on the special report on the passing of the meeting on the deposit and use of raised funds in the half year of 2021.
October 2021: the second session of the supervisory committee
On January 19, the 10th meeting of the board 1. Proposal on investment and establishment of wholly-owned subsidiaries. Adoption of the second meeting
1. Proposal on the third quarter report of 2021
2. Notice on the company’s increase of guarantee amount for wholly-owned subsidiaries
Proposal
The second supervision session 3. On the increase of guarantee and Association for the company by the actual controller
The proposal of the 10th trading meeting of the board of directors in October 2021 was adopted at the first meeting on October 25. 4. Feasibility study on carrying out commodity futures hedging business
Proposal on the feasibility analysis report
5. Notice on the company’s commodity futures hedging business
Proposal
1. Notice on the company meeting the conditions for non-public offering of a shares
Proposal
Second session of China Securities Regulatory Commission 2. Proposal on the company’s non-public offering of a shares
The tenth case of the December 2021 meeting (1) the type and par value of the issued shares (2) the issuer adopts the meeting and time of the second meeting on January 1 (3) the issuing party and the subscription method (4) pricing
Base date, issue price and pricing principle (5) issue quantity
(6) Arrangement of restricted sale period (7) listing place (8) raised capital
Investment direction (9) accumulated profit distribution arrangement (10) this issuance
Validity of resolutions of the general meeting of shareholders
3. Preliminary report on the company’s non-public offering of A-Shares in 2021
Proposal of the motion
4. About the company’s non-public offering of A-Shares in 2021
Proposal on feasibility analysis report on the use of raised funds
5. Special report on the use of the company’s previously raised funds
Proposal to report
6. On the composition of related party transactions in this non-public offering of a shares
Yi’s proposal
7. Non binding agreement on the entry into force of conditional agreement between the company and Tang Kaijian
Proposal on subscription contract for public offering of shares
8. On the company’s non-public offering of A-Shares in 2021
Proposal on risk warning and filling measures for thin spot return
9. On the company’s non-public offering of A-Shares in 2021
Proposal on commitment to take filling measures for thin immediate return
10. On the formulation of the company’s plan for the next three years (2021-2023)
Proposal on shareholder return planning
1. On closing all projects invested by raising funds and raising the surplus funds
Proposal on permanent replenishment of working capital for the second session of the supervision fund in December 2021
At the 10th meeting of the board of directors on December 31, the proposal on the adoption of three meetings on the financing amount of the company and its wholly-owned subsidiaries in 2022
2、 Verification opinions of the board of supervisors on relevant matters in 2021
1. Legal operation of the company
In 2021, the company operated in accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws, regulations and normative documents, the corporate governance structure was perfect, and the convening and decision-making procedures of the general meeting of shareholders and the board of directors were legal and compliant.
The company has established a relatively perfect internal control system. When performing their duties, the directors and senior managers of the company comply with the provisions of laws, regulations and the articles of association, and have not committed any act detrimental to the interests of the company.
2. Financial situation of the company
In 2021, the board of supervisors carefully reviewed and supervised the company’s regular reports, financial statements, financial status and financial management, and believed that the company’s financial system was sound, the financial operation was standardized, in line with the provisions of relevant laws, regulations and the articles of association, and there were no violations. The company’s 2021 financial report objectively and truly reflects the company’s financial situation and operating results. Rongcheng Certified Public Accountants (special general partnership) issued a standard unqualified audit report.
3. Related party transactions and external guarantees of the company
In 2021, the company did not violate external guarantees, nor did it damage the interests of the company’s shareholders or cause the loss of the company’s assets; In 2021, except that the actual controller provided guarantee for the company’s financing to banks and other financial institutions, there was no behavior damaging the interests of the company and shareholders.
4. Acquisition and sale of assets by the company
In 2021, there was no major acquisition or sale of assets, no damage to the rights and interests of the company and shareholders, and no loss of assets of the company.
5. Opinions on the self-evaluation report of the company’s internal control
The board of supervisors of the company checked the self-evaluation report on the effectiveness of the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and believed that the company had established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations, which met the development needs of the company’s operation and management at the present stage, It ensures the healthy operation of the company’s businesses and the control of business risks. During the reporting period, the company’s internal control system was standardized, legal and effective, and there was no violation of the company’s internal control system. The 2021 internal control self evaluation report of the board of directors of the company comprehensively, objectively and truly reflects the actual situation of the establishment, improvement and operation of the company’s internal control system.
3、 Main work of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to earnestly perform its supervision duties in strict accordance with the company law, securities law and other laws and regulations and the articles of association, urge the company to standardize its operation, safeguard the interests of the company’s shareholders and the majority of small and medium-sized investors, and promote the sustainable and healthy development of the company.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
Anhui Xinbo Aluminum Co.Ltd(003038) board of supervisors
February 24, 2022
