Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Rianlon Corporation(300596) (hereinafter referred to as “the company”) earnestly performed various functions and obligations conferred by laws and regulations in strict accordance with the requirements of the securities law, the company law, the articles of association and relevant laws and regulations, and in the attitude of being responsible to all shareholders. Members of the board of supervisors attended the general meeting of shareholders and attended the meeting of the board of directors as nonvoting delegates, It has supervised the decision-making procedures and compliance of the company’s major matters, reviewed the company’s financial status and the preparation of financial reports, supervised the performance of directors and senior managers, and effectively played the functions of the board of supervisors.
The main work of the board of supervisors in 2021 is reported as follows:
1、 Deliberation at the meeting of the board of supervisors
In 2021, the board of supervisors held eight meetings. The details are as follows:
No. meeting date and resolution content
(1) Deliberated and passed the proposal on the work report of the board of supervisors in 2020
(2) The proposal on 2020 annual report and summary of the company was deliberated and adopted
(3) Deliberated and passed the proposal on the company’s 2020 financial final accounts report
(4) The proposal on the company’s 2020 profit distribution plan was deliberated and adopted
(5) Deliberated and passed the proposal on the company’s 2020 internal control self-evaluation report
The third session of the board of supervisors (6) deliberated and approved the special regulations on the occupation of non operating funds and other related capital transactions of the company
1. Proposal on the 10th 2021 / 3 / 8 audit statement of the board of directors
The sixth meeting (7) deliberated and passed the proposal on the company’s application for bank credit in 2021
(8) Deliberated and adopted the regulations on the use of idle self owned funds for cash management by the company and its subsidiaries
Proposal
(9) The proposal on the remuneration of supervisors of the company in 2021 was deliberated and adopted
(10) The special report on the deposit and actual use of the company’s raised funds in 2020 was deliberated and adopted
Proposal on this report
(11) Deliberated and passed the proposal on changes in accounting policies
(1) Deliberated and adopted the regulations on the company’s compliance with issuing shares and paying cash to purchase assets and raising allotments
Proposal on capital conditions
(2) Deliberated and approved the regulations on the company’s issuance of shares and payment of cash to purchase assets and raise supporting funds
Proposal on financial scheme
The third session of the CSRC (3) deliberated and adopted the proposal that this transaction does not constitute a major asset reorganization
2. On March 30, 2021 (4), the 10th meeting of the board of directors deliberated and adopted the proposal that this transaction does not constitute a connected transaction
The seventh meeting (5) deliberated and adopted the management office on major asset restructuring of listed companies not constituted by this transaction
Proposal on reorganization and listing stipulated in Article 13 of the law
(6) Deliberated and adopted the regulations on Rianlon Corporation(300596) share issuance and payment
Proposal on purchasing assets in cash and raising supporting funds (Draft) and its summary
(7) Deliberated and adopted the “agreement on signing the share issue and paying cash to purchase assets and raising allotments”
Proposal on the supplementary agreement with conditional entry into force of the set of funds
(8) The proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on regulating the major asset restructuring of listed companies was deliberated and adopted
(9) The proposal on the compliance of this transaction with the provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies was deliberated and adopted
(10) The proposal on the completeness and compliance of legal procedures and the effectiveness of legal documents submitted for this transaction was deliberated and adopted
(11) The proposal on the failure of the company’s share price fluctuation to meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties before the announcement of the trading information was deliberated and adopted
(12) The proposal on the absence of the circumstances stipulated in Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset restructuring of Listed Companies in the relevant subjects of this transaction was deliberated and adopted
(13) The proposal on the compliance of this transaction with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) was deliberated and adopted
(14) The proposal on Approving the audit report, asset evaluation report and review report related to this transaction was reviewed and approved
(15) The proposal on the basis of pricing and explanation of fairness and rationality of this transaction (16) was considered and passed Proposal on the independence of the appraisal institution of this transaction, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
(17) The proposal on diluting the impact of immediate return on this transaction and measures to fill the return was deliberated and adopted
(18) Deliberated and passed the proposal on the report on the use of the previously raised funds
The proposal on the company’s report for the first quarter of 2021 was deliberated and adopted on April 27 (1) of the third session of the supervisory committee
3. The tenth (2) meeting of the board of directors deliberated and approved the proposal on signing the supplementary agreement (II) to the performance commitment and compensation agreement for the effectiveness of the conditions attached to the payment of shares and cash for the purchase of assets and the raising of supporting funds at the eighth meeting
The 9th meeting of the 3rd China Securities Regulatory Commission (1) deliberated and adopted the proposal on Rianlon Corporation(300596) issuing shares and paying 4 board members to purchase assets in cash and raise supporting funds (Draft) (Revised Draft) on May 13, 2021 and its summary
The third supervision (1) passed the ten meeting of the 5 meeting on the issue of equity allocation after the implementation of the 2020 equity allocation plan, and the ten meeting of the issue price and quantity of the issue of shares paid for cash to purchase assets and raise matching funds for the 5 issue of the 2020 annual equity allocation scheme.
The third prison
6. On August 20, 2021 (1), the second session of the board of directors deliberated and adopted the proposal on the company’s 2021 semi annual report and its summary
11th meeting
Discuss
The third prison
7. The proposal on the company’s report for the third quarter of 2021 was deliberated and adopted by the second board of directors on October 25, 2021 (1)
Twelfth Meeting
Discuss
The third session of the supervisory committee (1) deliberated and approved the “on signing and issuing shares and paying cash to purchase assets and raise supporting funds”
Proposal on the supplementary agreement (III) of the performance commitment and compensation agreement with conditional entry into force of the second fund of the board of directors
On November 30, 2021 (2), the 13th meeting deliberated and adopted the notes on the subject assets of this transaction changes in asset appraisal conclusion
Proposal for deliberation
(3) Deliberated and passed the proposal on the company’s reappointment of the audit institution in 2021
2、 Review opinions of the board of supervisors on relevant matters
1. Opinions of the board of supervisors on the legal operation of the company
During the reporting period, the company’s supervisors attended the board of directors and shareholders’ meeting held by the company as nonvoting delegates, and supervised the convening procedures, resolution matters, decision-making procedures of the board of directors and shareholders’ meeting, the implementation of the resolutions of the board of directors to the shareholders’ meeting, the performance of the company’s directors and senior managers and the company’s internal control system in accordance with relevant laws and regulations.
The board of supervisors believes that the company operates in strict accordance with relevant laws and regulations and the articles of Association; The operation of the general meeting of shareholders and the board of directors of the company is standardized, the decision-making procedures are legal and compliant, and the contents of resolutions are legal and effective; When performing their duties, the directors and senior managers of the company did not violate the relevant provisions of laws and regulations and the articles of association, and did not damage the interests of the company and shareholders.
2. Opinions of the board of supervisors on inspecting the company’s financial situation
The board of supervisors reviewed the financial status and financial management of the company 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 financial report truthfully and objectively reflects the company’s financial situation and operating results, and the content of the report does not contain any false records, misleading statements or major omissions. 3. Opinions of the board of supervisors on the capital occupation and guarantee of controlling shareholders and affiliated enterprises
After careful verification, the board of supervisors believes that the company has not provided guarantees for the controlling shareholders and other related parties, any other legal person or unincorporated unit or individual, there is no overdue external guarantee, there is no debt restructuring, non monetary transactions and asset replacement, and there are no other circumstances that damage the interests of the company’s shareholders or cause the loss of the company’s assets.
4. Opinions of the board of supervisors on related party transactions
The board of supervisors checked the related party transactions of the company in 2021. The company only had business dealings with its holding subsidiaries, which belongs to the needs of the company’s normal business, followed the principle of objective, fair and impartial transactions, and strictly implemented the provisions of the company law, the Listing Rules of Shenzhen stock exchange and other relevant laws and regulations. In addition, the company has no other related party transactions and no acts that damage the interests of the company and all shareholders. 5. Opinions of the board of supervisors on the company’s employment of external audit institutions
During the reporting period, the board of supervisors believed that the audit institution Tianzhi International Certified Public Accountants (special general partnership) hired by the company was independent and completed all the audit work of the company.
6. Opinions of the board of supervisors on the company’s periodic reports
During the reporting period, the board of supervisors reviewed the company’s periodic reports and believed that the company had prepared the company’s periodic reports in strict accordance with relevant laws, administrative regulations and the provisions of the CSRC. The contents of the reports truly, accurately and completely reflected the actual situation of the company, and there were no false records, misleading statements or major omissions. 7. Audit opinions on internal control
The board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented to ensure the orderly and effective development of various business activities of the company. The evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. The board of supervisors has no objection to the internal control self-evaluation report issued by the board of directors.
3、 Board of supervisors
