Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly implemented the resolutions of the general meeting of shareholders in accordance with the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations, as well as the provisions and requirements of the articles of association and the rules of procedure of the board of supervisors, Conscientiously performed the duties entrusted by the general meeting of shareholders, performed various works with due diligence, promoted the improvement of corporate governance and the development of various businesses of the company, and actively and effectively played the role of the board of supervisors.
1、 Meetings of the board of supervisors in 2021
In 2021, the board of supervisors of the company held 7 meetings to consider 28 proposals according to work needs. The details are as follows:
1. On March 16, 2021, the company held the 8th meeting of the 4th board of supervisors, deliberated and passed the following proposals: the proposal on the work report of the board of supervisors in 2020, the proposal on the audit report of Inner Mongolia Dazhong Mining Co.Ltd(001203) 20182020, the proposal on the final financial statement report of the company in 2020, the proposal on the profit distribution plan of the company in 2020 Proposal on the company’s internal control evaluation report in 2020, proposal on the company’s financial budget report in 2021, proposal on the renewal of Zhonghui Certified Public Accountants (special general partnership) as the company’s financial and internal control audit institution in 2021, proposal on the company’s expected daily connected transactions in 2021, proposal on providing guarantee for subsidiaries Proposal on the remuneration scheme of the company’s supervisors;
2. On May 28, 2021, the company held the 9th meeting of the 4th board of supervisors, deliberated and adopted the following proposals: the proposal on nominating non employee representative supervisors of the 5th board of supervisors, the proposal on replacing self raised funds invested in raised investment projects in advance and paid issuance expenses with raised funds, and the proposal on using some idle raised funds for cash management;
3. On June 15, 2021, the company held the first meeting of the Fifth Board of supervisors, which deliberated and adopted: the proposal on electing Ms. Ge Yaping as the chairman of the Fifth Board of supervisors of the company;
4. On June 29, 2021, the company held the second meeting of the Fifth Board of supervisors, which deliberated and approved the proposal on the company’s plan for shareholders’ dividend return in the next three years (20212023);
5. On August 19, 2021, the company held the third meeting of the Fifth Board of supervisors, deliberated and passed the following proposals: the proposal on the full text and summary of the company’s 2021 semi annual report, the proposal on the company’s 2021 semi annual profit distribution, the proposal on the company’s special report on the deposit and actual use of the raised funds in the half year of 2021 Proposal on Inner Mongolia Dazhong Mining Co.Ltd(001203) 2021 semi annual audit report;
6. On October 25, 2021, the company held the fourth meeting of the Fifth Board of supervisors, which deliberated and adopted: the proposal on the company’s third quarter report in 2021;
7. On December 2, 2021, the company held the fifth meeting of the Fifth Board of supervisors, deliberated and passed the following proposals: the proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, the proposal on the company’s plan for public issuance of convertible corporate bonds, the proposal on the company’s plan for public issuance of convertible corporate bonds The proposal on the feasibility analysis report on the use of the funds raised by the company’s public issuance of convertible corporate bonds, the proposal on the report on the use of the funds raised by the company in the previous time, the proposal on the diluted immediate return of the public issuance of A-share convertible corporate bonds, the filling measures and the commitments of relevant subjects, the proposal on the rules of the meeting of the bondholders of the company’s convertible corporate bonds Proposal on acquisition of assets and related party transactions. 2、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, the board of supervisors fully exercised its supervision function and effectively supervised the company’s legal and compliant operation, financial situation, raised funds, related party transactions, internal control and other matters.
1. Legal operation of the company
In 2021, the members of the board of supervisors attended or attended all the board of directors and shareholders’ meetings of the company according to law, and supervised and inspected the convening, convening and voting procedures of the board of directors and shareholders’ meetings, the implementation of the resolutions of the board of directors and shareholders’ meetings, and the performance of directors and senior managers. The board of supervisors believes that the board of directors operates in a standardized manner, makes scientific decisions, and strictly implements the resolutions of the general meeting of shareholders. During the performance of their duties, the directors and senior managers of the company have not violated laws, administrative regulations, departmental rules, normative documents, the articles of association or other acts detrimental to the interests of the company. The board of supervisors also actively conducted in-depth supervision and inspection on the company’s procurement, marketing, finance and other key links, further effectively improved the internal control mechanism, effectively supervised the company’s honest and legal operation, and effectively safeguarded the legitimate rights and interests of the majority of shareholders.
2. Check the company’s financial situation
The board of supervisors has effectively supervised, inspected and reviewed the company’s financial status and financial results in 2021. The board of supervisors believes that the company has sound financial system, perfect internal control system, standardized financial operation and good financial condition. The financial report truly and objectively reflects the financial situation and operating results of the company. Zhonghui Certified Public Accountants (special general partnership) issued a standard unqualified audit report on the company’s financial statements.
3. Preparation of regular reports of the company
The board of supervisors checked the company’s periodic report. The board of supervisors believed that the procedures of the company’s annual report, semi annual report and quarterly report prepared and reviewed by the board of directors were in line with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflected the actual financial situation of the company, and there were no false records, misleading statements or major omissions.
4. Related party transactions
The board of supervisors supervised and reviewed the related party transactions of the company in 2021. The board of supervisors held that the daily related party transactions and other related party transactions of the company in this year are necessary for the normal operation of the enterprise and carried out in accordance with the general commercial terms, which is in line with the principles of fairness, fairness and impartiality and the interests of the company and all shareholders, All of them are approved by independent directors in advance and express independent opinions afterwards, which does not harm the interests of the company and minority shareholders; The voting procedures of transaction matters comply with the provisions of relevant laws, regulations and the articles of association, which is conducive to the rational allocation and full utilization of existing resources of all parties, the sharing of resources and complementary advantages of all parties, the reduction of repeated investment of the company and the improvement of the comprehensive benefits of the company.
5. External guarantee and fund occupation of related parties of the company
In 2021, the company provided guarantees for its wholly-owned subsidiaries, and performed corresponding review procedures in accordance with relevant laws and regulations, and there was no illegal guarantee. The company and its wholly-owned subsidiaries have not provided guarantees for shareholders, shareholders’ holding subsidiaries, shareholders’ subsidiaries and other related parties, any other unincorporated units or individuals. During the reporting period, the company had no overdue guarantee. The company is not occupied by major shareholders and their related parties.
6. Management of raised funds of the company
During the reporting period, the board of supervisors of the company supervised the company’s management and use of the raised funds. The board of supervisors believed that the company had carried out special account storage, use, management and supervision of the raised funds in strict accordance with the measures for the management of raised funds and other relevant provisions, and the actual investment projects of the raised funds were consistent with the promised investment projects, There is no violation in the deposit and use of raised funds, and there is no failure to disclose the use of raised funds in a timely, true, accurate and complete manner. It ensures the safe storage and reasonable use of the raised funds, and protects the interests of the company, shareholders and other investors.
7. Internal control of the company
The company has established a relatively perfect internal control system and can be effectively implemented; The internal control system meets the requirements of relevant national laws and regulations and the actual needs of the company, and plays a good role in risk prevention and control of the company’s operation and management. The company’s self-evaluation report on internal control in 2021 objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system, which has been effectively followed and implemented to ensure the normal operation of the company’s business activities.
8. Implementation of insider registration system
According to the notice on the registration and management of insiders of insider information issued by the CSRC, the company further strengthened the registration, filing and confidentiality of insider information, timely registered the list of insiders of insider information during the disclosure of major events and periodic reports, and informed them of relevant laws, regulations and requirements. In 2021, the company had no insider trading the company’s shares in violation of regulations, nor was it subject to regulatory measures and administrative penalties by the regulatory authorities on suspicion of insider trading.
8. Implementation of resolutions of the general meeting of shareholders
In 2021, the board of supervisors supervised the implementation of the resolutions of the general meeting of shareholders. The board of supervisors believed that the board of supervisors and the management could earnestly implement the relevant resolutions of the general meeting of shareholders, and there were no acts detrimental to the interests of shareholders.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of laws and regulations and the company’s system, faithfully perform the duties of the board of supervisors, attend the general meeting of shareholders, the board of supervisors and relevant meetings according to law, timely supervise and urge the legitimacy and compliance of the company’s major decision-making matters and decision-making procedures, further enhance the awareness of risk prevention and protect shareholders The legitimate rights and interests of the company, employees and other stakeholders. Supervise the operation and investment activities of the company. Audit the financial statements of the company and actively participate in the audit report to the shareholders’ meeting.
In 2022, the board of supervisors will continue to improve its supervision responsibilities, actively and orderly carry out other supervision work, give full play to the role of the internal supervision force of the enterprise, jointly promote the standardized operation of the company with the board of supervisors and all shareholders, promote the sustainable and healthy development of the company, and earnestly assume the responsibility of protecting the rights and interests of the majority of shareholders.
Inner Mongolia Dazhong Mining Co.Ltd(001203) board of supervisors March 3, 2022
