Shenzhen Huakong Seg Co.Ltd(000068)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shenzhen Huakong Seg Co.Ltd(000068) (hereinafter referred to as “the company”) conscientiously performed its duties in strict accordance with the requirements of the company law and other relevant laws and regulations, the articles of association and the rules of procedure of the board of supervisors, independently exercised its functions and powers in accordance with the law, and was responsible for the daily performance of duties of the directors and senior managers of the company, as well as the operation, financial status, related party transactions Foreign investment and other major issues have been effectively supervised, and the legitimate rights and interests of the company and all investors, especially small and medium-sized investors, have been better safeguarded. The annual work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 8 meetings. The convening, voting and resolutions of the meeting strictly followed the requirements of relevant laws and regulations and the rules of procedure of the board of supervisors, deliberated and adopted periodic reports and other matters, and fulfilled the decision-making and management responsibilities of the board of supervisors. The meeting and resolutions are as follows:
Meeting time, proposal name and resolution
The proposal on Amending the rules of procedure of the board of supervisors was adopted at the second interim meeting of the seventh board of supervisors on January 21, 2021
On March 19, 2021, the seventh board of supervisors passed the proposal on the expected matters of daily operating related party transactions in 2021 at the third interim meeting
1. Full text and summary of 2020 annual report;
2. Work report of the board of supervisors in 2020;
3. Special report of the board of supervisors on matters involved in the audit report with unqualified opinions on highlighted matters
The proposal explained in item 2021.4.23 of the seventh board of supervisors; Adopted the 4th meeting 4. Report on self-evaluation of internal control in 2020;
5. Plan for profit distribution and conversion of capital reserve into share capital in 2020;
6. Full text and text of the first quarter report of 2021;
7. Proposal on by election of non employee representative supervisors.
The proposal on the election of the chairman of the board of supervisors was adopted at the fourth interim meeting of the seventh board of supervisors on June 4, 2021
On June 23, 2021, the proposal of the seventh board of supervisors on the outstanding losses reaching one third of the total paid in share capital was adopted at the fifth interim meeting
The full text and summary of the company’s 2021 semi annual report was adopted at the fifth meeting of the seventh board of supervisors on August 16, 2021
1. About Shenzhen Huakong Kaidi Investment Development Co., Ltd. providing Jinjian international business factoring
Proposal on the application for credit line of the seventh board of supervisors (Zhuhai Hengqin) Co., Ltd;
The sixth interim meeting on August 30, 2021 2. Proposal on Shenzhen Huakong Kaidi Investment Development Co., Ltd. applying for credit line from Jinjian international financial leasing (Tianjin) Co., Ltd;
3. Proposal on providing guarantee for Shenzhen Huakong Kaidi Investment Development Co., Ltd.
The report of the third quarter of 2021 was adopted at the sixth meeting of the seventh board of supervisors on October 26, 2021
2、 Supervision and review opinions of the board of supervisors on relevant matters in 2021
In 2021, in accordance with the responsibilities entrusted by the company law and the articles of association, the board of supervisors of the company attended all the meetings of the board of directors and general meetings of shareholders of the company in accordance with the law, actively carried out work, conducted independent and effective supervision and inspection on the standardized operation, financial status and connected transactions of the company, and expressed opinions on the following matters. 1. Legal operation of the company
During the reporting period, the board of supervisors attended the general meeting of shareholders and the meeting of the board of directors, and supervised and inspected the whole process of the general meeting of shareholders, convening procedures, resolution matters, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the performance of duties by directors and senior managers, The board of supervisors believes that the board of directors of the company can operate in strict accordance with the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and systems; The convening procedures, rules of procedure and resolution procedures of the general meeting of shareholders and the board of directors of the company are legal and effective, and the decision-making procedures of all important matters comply with the provisions of relevant laws, regulations and rules; The company further establishes and improves the internal control system and can be effectively implemented; When performing their duties, the directors and senior managers of the company can seriously implement the national laws, regulations, rules and relevant resolutions. It is not found that the directors and senior managers of the company violate laws and regulations, the articles of association and other provisions or damage the interests of the company and shareholders when performing their duties and exercising their powers.
2. Financial status of the company
During the reporting period, the board of supervisors effectively supervised and carefully checked the company’s financial status and operating results in 2021, and agreed that the company’s financial system was sound, the internal control system was perfect, the financial operation was standardized, there were no major omissions and false records of accounting matters, and the company’s financial status, operating results and cash flow were in good condition; The financial report in the current period truly and objectively reflects the financial situation and operating results of the company in 2021. Dahua Certified Public Accountants (special general partnership) issued an unqualified audit report with emphasis on the matters of the company.
3. Related party transactions of the company
During the reporting period, the board of supervisors supervised and verified the related party transactions of the company in 2021, and held that the decision-making procedures of the related party transactions of the company comply with the provisions of the articles of association, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, and the related party transactions of the company are fair and impartial without violating the principles of openness, fairness and impartiality, There is no behavior that damages the interests of listed companies and minority shareholders.
4. External guarantee of the company
During the reporting period, the board of supervisors reviewed the relevant financial and important contracts and agreements of the company and its subordinate holding and participating subsidiaries, and agreed that the external guarantee provided by the company to Huakong Kaidi, a wholly-owned subsidiary, met the requirements of the company’s approval procedures and relevant laws and regulations, and there was no damage to the interests of the company and shareholders or loss of the company’s assets.
5. Comments on internal control self-evaluation report
The board of supervisors reviewed the establishment and operation of the company’s internal control system and held that 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 and operation management, and can be effectively implemented. The company’s corporate governance, business management, financial management, information disclosure and major events are carried out in strict accordance with the provisions of the company’s internal control system, and all links of the activities have been reasonably controlled to ensure the orderly and effective development of the company’s business activities, effectively control the business risks and safeguard the interests of the company and shareholders.
In 2021, the company did not violate the guidelines on internal control of listed companies and the company’s internal control system of Shenzhen Stock Exchange. The board of supervisors believes that the evaluation of the company’s internal control is comprehensive, true and accurate, reflecting the actual situation of the company’s internal control.
6. Review opinions of the company’s 2021 Annual Report
The board of supervisors supervised and verified the contents and review procedures of the company’s 2021 annual report and summary prepared by the board of directors, and agreed that the contents of the company’s 2021 annual report and summary truly, accurately and completely reflected the company’s operating results and financial status, and there were no false records, misleading statements or major omissions.
7. Insider information management system
The board of supervisors agreed that: the company can do a good job in the management of insider information and the registration of insider information in accordance with the requirements of the insider information management system, and can truthfully and completely record the list of insider information in all links such as reporting, transmission, preparation, review and disclosure of insider information before public disclosure; During the disclosure period of the periodic report, it is not found that relevant personnel use insider information to engage in insider trading.
8. Major pending arbitration
On November 13, 2020, the Beijing Arbitration Commission held its first hearing of the arbitration case. Up to now, the company has not received the ruling result, and the company is unable to estimate the impact of this arbitration on the current or future profits of 2021 and other possible impacts. The board of supervisors of the company will actively cooperate with the work of the board of directors of the company and continue to pay attention to the development of relevant work of the board of directors and management, so as to solve the adverse impact of explanatory matters on the company as soon as possible and effectively safeguard the interests of the company and all shareholders.
3、 2022 annual work plan
In 2022, the board of supervisors will continue to perform its supervisory functions diligently and actively in strict accordance with the relevant provisions of the company law, the securities law and the articles of association. The main work plans are as follows:
First, continue to urge the effective operation of the internal control system and strengthen the improvement of the internal control system;
Second, strengthen the implementation of the supervision function, attend the company’s board of directors, shareholders’ meeting and relevant business meetings according to law, and timely grasp the legitimacy and compliance of the company’s major decision-making matters and various decision-making procedures;
Third, regularly review financial reports, maintain communication and contact with accounting firms, and implement stronger supervision over the company’s financial operation;
Fourth, strengthen work communication with the board of directors and management, continue to supervise the performance of directors and senior managers of the company, and prevent acts damaging the interests and image of the company;
Fifth, the members of the board of supervisors will actively participate in the relevant training organized by the regulatory authorities and the company, continuously improve their professional ability and supervision and inspection level, and better protect the rights and interests of shareholders, the company, employees and other stakeholders.
Shenzhen Huakong Seg Co.Ltd(000068) board of supervisors March 5, 2002
