Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as “the company”), with the joint efforts of all supervisors, conscientiously performed the functions and powers conferred by relevant laws and regulations in accordance with the provisions of the company law, the articles of association and the rules of procedure of the board of supervisors and in the spirit of being responsible to all shareholders, actively and effectively carried out work, and paid close attention to the legal operation of the company and the directors The senior managers supervised the performance of their duties and safeguarded the legitimate rights and interests of the company and shareholders. The main work of 2021 is reported as follows: I. work of the board of supervisors in 2021
In 2021, the company held eight meetings of the board of supervisors:
1. On March 3, 2021, the company held the 20th meeting of the second board of supervisors, Reviewed and approved the work report of the board of supervisors in 2020, the annual report and its summary in 2020, the final financial statement report in 2020, the profit distribution plan in 2020, the special report on the annual storage and use of raised funds, the self-evaluation report on internal control in 2020 and the social responsibility report in 2020 Proposal on renewing the appointment of the company’s audit institution in 2021, proposal on the prediction of daily related party transactions in 2021, proposal on the acceptance of loans and related party transactions by major shareholders by the company and its subsidiaries, and proposal on providing guarantee for the company’s subsidiaries to apply for comprehensive credit line from financial institutions Proposal on the general election of the board of supervisors and nomination of candidates for the second session of non employee supervisors, proposal on the remuneration of supervisors of the third session of the board of supervisors;
2. On April 12, 2021, the company held the first meeting of the third board of supervisors, deliberated and adopted the proposal on electing the chairman of the third board of supervisors of the company;
3. On April 26, 2021, the company held the second meeting of the third board of supervisors, which adopted the report of the first quarter of 2021;
4. On June 15, 2021, the company held the third meeting of the third board of supervisors, The meeting passed the special report on the use of the previously raised funds, the proposal on the company’s compliance with the conditions for issuing convertible corporate bonds to unspecified objects, the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects, and the proposal on the company’s plan for issuing convertible corporate bonds to unspecified objects Proposal on the demonstration and analysis report of the company issuing convertible corporate bonds to unspecified objects and proposal on the feasibility analysis report of the company issuing convertible corporate bonds to unspecified objects to raise funds Proposal on the impact of diluting the immediate return of convertible corporate bonds to unspecified objects on the company’s main financial indicators, filling measures and commitments of relevant subjects, proposal on the rules of the meeting of holders of convertible corporate bonds to unspecified objects, proposal on the planning of shareholder return in the next three years (20212023);
5. On July 29, 2021, the company held the fourth meeting of the third board of supervisors, which passed the proposal on the plan for issuing convertible corporate bonds to unspecified objects (Revised Draft) and the proposal on Amending the rules for the meeting of convertible corporate bondholders;
6. On August 19, 2021, the company held the fifth meeting of the third board of supervisors, which adopted the semi annual report of 2021, the special report on the deposit and use of raised funds in the semi annual of 2021 and the proposal on the change of accounting policies;
7. On October 13, 2021, the company held the sixth meeting of the third board of supervisors, which passed the proposal on undertaking projects and related party transactions by the company and its subsidiaries and the proposal on increasing the guarantee line for the company’s subsidiaries to apply for comprehensive credit from financial institutions;
8. On December 25, 2021, the company held the seventh meeting of the third board of supervisors, which adopted the third quarter report of 2021 and the special report on the use of the previously raised funds;
In 2021, with the active cooperation of the board of directors and the management, the supervisors attended all the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, participated in the discussion of major decisions of the company, and supervised the proposals and meeting procedures considered by each board of directors and general meeting of shareholders according to law.
At the same time, the board of supervisors paid close attention to the operation of the company, carefully supervised the financial and capital operation of the company, inspected the job behavior of the board of directors and management, and ensured the standardization of the operation and management behavior of the company. 2、 Opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
After inspection, the board of supervisors believed that the decision-making procedures of the board of directors of the company strictly followed the provisions of the company law, the securities law and other laws and regulations and the articles of association, and established a relatively perfect internal control system. The directors and senior managers of the company do not violate laws, regulations and the articles of association or damage the interests of the company and shareholders when performing their duties.
2. Financial situation of the company
The board of supervisors carefully inspected and reviewed the company’s financial status, financial management and operating results during the reporting period. The board of supervisors believed that the company had sound financial system, sound internal control mechanism and good financial status. The 2021 quarterly report and 2021 annual financial report truly and objectively reflect the company’s financial situation and operating results.
3. Related party transactions of the company
After verification, the board of supervisors held that the related party transactions of the company in 2021 fulfilled the legal procedures, reflected the principles of integrity, fairness and impartiality, the price of related party transactions was fair, and there was no behavior damaging the interests of the company and shareholders.
4. Use of raised funds
The board of supervisors inspected the use and management of the company’s raised funds in 2021. The board of supervisors believed that in 2021, the company carried out the use and management of the raised funds in accordance with the relevant provisions of the raised funds management, the use of the raised funds met the comprehensive needs of the raised investment projects, and there was no illegal use of the raised funds. The use of the raised funds does not conflict with the implementation plan of the investment project of the raised funds, there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders, and there is no change in the investment project and purpose of the raised funds. 5. External guarantee
According to the verification of the board of supervisors, as of December 31, 2021, the accumulated actual amount of external guarantees of the company and its subsidiaries was RMB 1920.7 million, accounting for 96.30% of the audited net assets attributable to the parent company in 2021, which were all guarantees to wholly-owned subsidiaries and holding subsidiaries, and the company had no overdue external guarantees, There is no guarantee amount involved in litigation and losses arising from the guarantee. The company has implemented relevant decision-making procedures for external guarantee in strict accordance with the relevant provisions of the company law and the articles of association, and can strictly control the risk of external guarantee. There is no illegal external guarantee such as providing guarantee for controlling shareholders and other related parties, any other legal person or unincorporated unit or individual.
6. Internal control self evaluation report
According to relevant regulations, the company organized personnel to conduct a comprehensive self-examination and relevant evaluation on the establishment and implementation of the internal control system. After review, the board of supervisors expressed the following opinions on the self-evaluation report of the company’s internal control in 2021: the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s production, operation and management, and can be effectively implemented. The establishment of the internal control system has played a good role in risk prevention and control in all links of the company’s operation and management. 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. 7. Establishment and implementation of insider information management system by the company
In 2021, the board of supervisors of the company supervised the establishment and implementation of the insider information management system of the company. The board of supervisors held that in 2021, the company revised the insider information registration management system and filed the insider information of the company truthfully, accurately, timely and completely in strict accordance with the requirements of the system, In 2021, no insider used insider information to buy and sell shares of the company.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors will conscientiously perform its duties in strict accordance with the relevant provisions of the company law, the securities law and the articles of association, adhere to the implementation of the resolutions adopted by the general meeting of shareholders, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, establish a good integrity image of the company, and ensure the operation and standardized development of the company in accordance with the law.
(I) supervise the operation of the company according to law and actively urge the construction and effective operation of the internal control system. (II) check the company’s financial situation, and supervise the company’s financial operation through regular understanding and review of financial reports.
(III) supervise the diligence of directors and senior managers of the company to prevent acts damaging the interests and image of the company.
Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) board of supervisors March 2, 2022
