Securities code: 002014 securities abbreviation: Huangshan Novel Co.Ltd(002014)
Huangshan Novel Co.Ltd(002014)
Work report of the board of supervisors in 2021
In 2021, in accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws, regulations and departmental rules, all supervisors participated in the board of directors and the general meeting of shareholders of the company in the form of on-site and network, and made comments on the company's production and operation, financial status, internal control construction and directors The performance of senior managers has been effectively supervised to effectively protect the legitimate rights and interests of the company and shareholders. The work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors of the company held five meetings. The details of the meetings are as follows:
1. On February 7, 2021, the 8th meeting of the 7th board of supervisors was held by means of on-site combined with communication voting, and the work report of the board of supervisors in 2020, the plan on profit distribution in 2020, the 2020 annual report and its summary, the proposal on the prediction of daily connected transactions in 2021, as well as the financial final accounts, the remuneration of supervisors Internal control evaluation report, purchase of financial products, change of accounting policies and other proposals. 2. On April 15, 2021, the ninth (Interim) meeting of the seventh board of supervisors was held by means of communication voting, and the company's first quarter report of 2021 and its summary and the proposal on adjusting the repurchase price of restricted shares were deliberated and adopted.
3. On July 29, 2021, the 10th meeting of the 7th board of supervisors was held by means of on-site communication, and the company's 2021 semi annual report and its summary were reviewed and adopted.
4. On September 15, 2021, the 11th (Interim) meeting of the seventh board of supervisors was held by means of communication voting, and the proposal on the achievement of the unlocking conditions in the first unlocking period of the company's phase I employee stock ownership plan and the proposal on the achievement of the lifting conditions in the first unlocking period of the company's 2020 restricted stock incentive plan were considered and adopted Proposal on providing guarantee for wholly-owned subsidiaries.
6. On October 21, 2021, the 12th (Interim) meeting of the seventh board of supervisors was held by means of communication voting, and the company's third quarter report of 2021 and its summary were reviewed and adopted.
2、 Opinions of the board of supervisors on relevant matters of the company
In 2021, the board of supervisors supervised and inspected the company's financial status, internal control construction, related party transactions, financial management, equity incentive, subsidiary guarantee and other important matters, and expressed opinions on the following matters:
1. Legal operation of the company
During the reporting period, the members of the board of supervisors attended or attended the board of directors and the general meeting of shareholders of the company, and strictly supervised the decision-making procedures of the company and the performance of directors and senior managers. The board of supervisors believes that the company operates in strict accordance with relevant laws, regulations and the articles of association, the decision-making process is legal, and there is no illegal operation; The directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, regulations and the articles of association, and have not found any behavior detrimental to the interests of the company and shareholders. 2. The company regularly reports the audit situation
The board of supervisors issued a written review opinion on the periodic report and considered that the procedures of the annual report, semi annual report and quarterly report of the company prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
3. Purchase of financial products
The board of supervisors checked the company's purchase of financial products with its own idle funds. At present, the company is in good financial condition and has sound internal control. On the basis of not affecting the company's normal operation and investment construction, purchasing short-term breakeven financial products has low risk, which is conducive to improving the efficiency of capital use and in line with the interests of the company and all shareholders. The decision-making procedure shall comply with the provisions of relevant laws and regulations. Agree to the company's purchase of short-term breakeven financial products with its own idle funds.
4. Review of internal control evaluation report
The board of supervisors reviewed the company's internal control evaluation report and held that the company's established internal control system generally complies with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements, has been well implemented in business activities, and meets the requirements of effective risk control in all major aspects. The company's 2020 internal control evaluation report truly reflects the basic situation of the company's internal control and is in line with the current situation of the company's internal control.
5. Changes to the company's accounting policies
The board of supervisors reviewed the change of accounting policies and considered that the change of accounting policies was a reasonable change made by the company in accordance with the requirements of relevant documents of the Ministry of finance, in line with the accounting standards for business enterprises and relevant regulations, and there was no damage to the interests of the company and all shareholders. Agree to this accounting policy change.
6. Check the related party transactions of the company
The decision-making procedures of the company's planned daily connected transactions in 2021 comply with the provisions of relevant laws, regulations and the articles of association. Its fairness is based on the principle of equal compensation and fair market price, does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders.
7. Checked the company's restricted stock incentive plan and employee stock ownership plan:
The board of supervisors believes that after the implementation of the company's 2020 annual profit distribution plan, the adjustment of the share repurchase price of the 2020 restricted stock incentive plan is in line with the administrative measures for equity incentive of listed companies and the relevant equity incentive plans of the company.
It is considered that the conditions for the lifting of the restrictions in the first lifting period of the company's 2020 restricted stock incentive plan have been met, and there is no situation that the restrictions cannot be lifted as stipulated in the company's 2020 restricted stock incentive plan; The incentive object meets the conditions for lifting the sales restriction stipulated in the company's 2020 restricted stock incentive plan, and its subject qualification as the incentive object that can be lifted this time is legal and effective. It is agreed that the company will handle the procedures for lifting the restrictions on the sale of 3.12 million restricted shares in the first lifting period for 12 incentive objects.
It is believed that the unlocking conditions for the first unlocking period of the company's phase I ESOP have been met, in line with the relevant provisions of the phase I ESOP and the management measures for phase I ESOP, and the unlocking procedure is legal and effective.
8. Guarantee for subsidiaries
The board of supervisors reviewed the guarantee provided by the company for its subsidiaries and held that this guarantee is to meet the investment and development needs of the wholly-owned subsidiary. The company has control over its operation, the guarantee risk is within the controllable range, and there is no damage to the rights and interests of the company and shareholders. Agree to provide guarantee for wholly-owned subsidiaries.
In 2022, the board of supervisors will continue to be diligent and responsible, standardize the operation and earnestly safeguard the interests of the company and shareholders in strict accordance with the company law, the securities law, the articles of association and other relevant laws and regulations.
February 24, 2002
