Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company conscientiously performed the duties of the board of supervisors in strict accordance with the requirements of relevant laws and regulations such as the company law, the standards for the governance of listed companies, the articles of association and the rules of procedure of the board of supervisors, and in an attitude of being responsible to all shareholders and the company, urged the company to standardize its operation and control the company’s production and business activities, financial status, use of raised funds The implementation of internal control and other matters were effectively supervised and inspected, which gave full play to the functions of the board of supervisors and better safeguarded the legitimate rights and interests of the company and shareholders. The main work of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors
(I) attendance at the board of directors and general meeting of shareholders as nonvoting delegates
In 2021, the board of supervisors of the company attended 8 meetings of the board of directors and 2 meetings of shareholders as nonvoting delegates. After careful examination, the board of supervisors considered that the convening and convening procedures, the qualifications of attendees, decision-making procedures and voting results of the board of directors and the general meeting of shareholders of the company were in line with the relevant provisions of the company law, the securities law and the articles of association, and all resolutions were legal and effective, During the implementation, there was no behavior damaging the interests of the company and all shareholders, and there was no illegal operation.
(II) meetings of the board of supervisors
In 2021, the board of supervisors of the company held 7 meetings, including 4 on-site meetings and 3 communication voting meetings. The meetings are as follows:
1. On January 25, 2021, the 19th meeting of the ninth board of supervisors was held by means of communication voting. The meeting deliberated and adopted the proposal on using some idle raised funds for cash management.
The announcement of the meeting resolution was published in the securities times, Shanghai Securities News and cninfo on January 27, 2021. 2. The 20th meeting of the ninth board of supervisors was held on March 29, 2021. The meeting deliberated and adopted: (1) the proposal on the work report of the board of supervisors in 2020; (2) Proposal on financial final accounts in 2020 and financial budget report in 2021; (3) Proposal on 2020 profit distribution plan; (4) Proposal on the full text and summary of the 2020 annual report; (5) Proposal on internal control evaluation report in 2020; (6) Proposal on the special report on the deposit and use of raised funds in 2020; (7) Proposal on using raised funds to replace self raised funds invested in advance; (8) Proposal on increasing the cash management quota of idle raised funds and self owned funds; (9) Proposal on providing guarantee for wholly-owned subsidiaries; (10) Proposal on the provision for asset and credit impairment in 2020.
The announcement of the meeting resolution was published in the securities times, Shanghai Securities News and cninfo on March 31, 2021. 3. On April 28, 2021, the 21st Meeting of the ninth board of supervisors was held by means of communication voting. The meeting deliberated and adopted: the proposal on the report of the first quarter of 2021.
Since this meeting only considered one proposal for one quarterly report, the resolution of the meeting was exempted from announcement.
4. The 22nd Meeting of the 9th board of supervisors was held on August 23, 2021. The meeting deliberated and adopted: (1) the proposal on the replacement of the board of supervisors and the nomination of candidates for the 10th board of supervisors; (2) Proposal on the profit distribution plan for the half year of 2021; (3) Proposal on the special report on the deposit and use of raised funds in the half year of 2021; (4) Proposal on the full text and summary of the 2021 semi annual report. The announcement of the meeting resolution was published in the securities times, Shanghai Securities News and cninfo on August 24, 2021. 5. On September 13, 2021, the first meeting of the 10th board of supervisors was held in an on-site manner. The meeting deliberated and adopted the proposal on the election of the chairman of the 10th board of supervisors of the company.
The announcement of the meeting resolution was published in the securities times, Shanghai Securities News and cninfo on September 15, 2021. 6. On October 28, 2021, the second meeting of the 10th board of supervisors was held by means of communication voting. The meeting deliberated and adopted: the proposal on the report of the third quarter of 2021.
This meeting is exempted from deliberation due to the announcement of this meeting.
7. On December 29, 2021, the third meeting of the 10th board of supervisors was held on site. The meeting deliberated and adopted: (1) the proposal on the change of accounting policies; (2) Proposal on canceling the holding company; (3) Proposal on the accounting treatment of the relocation fee of the south wing of the first coal mine of the Red Cross.
The announcement of the meeting resolution was published in the securities times, Shanghai Securities News and cninfo on December 31, 2021. 2、 Supervision, review and audit opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
During the reporting period, the members of the board of supervisors of the company attended the general meeting of shareholders and the board of directors according to law, supervised the production and operation of the company, the implementation of decisions and the performance of duties of directors and senior executives, and believed that in 2021, the decision-making procedures of the company strictly followed the relevant provisions of the company law, the securities law, the articles of association and so on; The convening, convening, voting and resolution procedures of the general meeting of shareholders, the board of directors and the board of supervisors of the company are legal and effective. The board of directors earnestly implements the resolutions of the general meeting of shareholders and faithfully performs its duties; The directors and senior managers of the company are devoted to their duties, diligent and responsible, strictly abide by the provisions of national laws and regulations, the articles of association and the company’s internal control system, and do not violate laws, regulations, the articles of association or damage the interests of the company and all shareholders. 2. Financial situation of the company
During the reporting period, the board of supervisors carefully supervised and reviewed the company’s financial status, financial management and operating results, and believed that in 2021, the company had sound financial system, good financial status and standardized financial management, strictly followed the accounting law, accounting standards for business enterprises and other relevant provisions, and the financial report and audit report issued by the accounting firm in 2021 were true It fairly reflects the actual financial situation and operating results of the company. 3. Related party transactions of the company
During the reporting period, the board of supervisors supervised and reviewed the objects, amounts, decision-making procedures and other aspects of related party transactions in this year, and held that: in 2021, the daily and other special related party transactions of the company met the actual needs of the company, the transaction price was fair, the decision-making procedures were legal and compliant, and in line with the principles of openness, fairness and impartiality; When the general meeting of shareholders and the board of directors of the company consider related party transactions, related parties avoid voting; The process of related party transactions is fair and transparent, and there is no damage to the interests of the company and other non related shareholders, especially medium and small shareholders. 4. Implementation of the company’s internal control system
During the reporting period, the board of supervisors supervised and reviewed the internal control evaluation report of the company in 2021, the standardization and operation of the internal control system, and believed that: at present, the current internal control system of the company can fully meet the needs of the company’s own operation and management and strategic development, and the overall internal control elements of the company are well designed and operated, It effectively improves the operation efficiency and effect of the company and promotes the sustainable development of the company.
The 2021 internal control evaluation report submitted by the board of directors of the company comprehensively, truly and objectively reflects the construction and operation of the company’s internal control. The board of supervisors has no objection to the 2021 internal control evaluation report of the company.
5. The company’s public issuance of convertible bonds and the use of raised funds
During the reporting period, the board of supervisors supervised and inspected the public issuance of convertible bonds and the use of raised funds. The board of supervisors held that in 2021, the deposit and use of the company’s raised funds met the requirements of relevant laws and regulations such as the measures for the administration of raised funds and the articles of association, the actual investment projects of the raised funds were consistent with the promised investment projects, there was no illegal use and deposit of the raised funds, and there was no damage to the interests of shareholders. 6. Implementation of insider information management system by the company
During the reporting period, the board of supervisors supervised the company’s implementation of the insider management system and held that in 2021, the company strictly complied with the provisions and requirements of relevant systems such as the registration and management system for insiders of listed companies, the management of information disclosure affairs of Shenzhen Stock Exchange and the registration system for insiders of the company, Actively do a good job in insider information management and insider registration, effectively prevent the occurrence of insider trading events and safeguard the legitimate rights and interests of investors.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to earnestly perform the supervision function around the operation and management of the company and the construction of major projects in strict accordance with the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, take safeguarding the interests of the company and shareholders as its own responsibility, and focus on supervising the standardized operation of the company, Further promote the improvement of the corporate governance structure and earnestly safeguard the legitimate rights and interests of the company and shareholders. At the same time, the board of supervisors will continue to strengthen the study and training of supervisors, improve the awareness and ability of supervision, protect the interests of the company from damage and promote the healthy and sustainable development of the company.
Gansu Jingyuan Coal Industry And Electricity Power Co.Ltd(000552) board of supervisors March 2, 2022
