Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly followed the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines and other laws and regulations, normative documents, as well as the relevant provisions of the articles of association and rules of procedure of the board of supervisors, in the spirit of being responsible to all shareholders, Perform their functions and powers according to law, supervise the company’s production and operation activities, standardized operation, financial situation, major events and the performance of duties by the company’s directors and senior managers, and safeguard 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 during the reporting period
(I) attendance at the board of directors and general meeting of shareholders as nonvoting delegates
During the reporting period, the board of supervisors of the company attended the board of directors and the general meeting of shareholders as nonvoting delegates. With the attitude of being responsible to all shareholders, the board of supervisors of the company always earnestly performed its own supervision responsibilities, exercised its functions and powers independently according to law, and comprehensively supervised the operation and management of the company, so as to ensure the standardized operation and legal operation of the company.
(II) meetings of the board of supervisors
1. Meetings and resolutions of the board of supervisors during the reporting period
During the reporting period, the company held 9 meetings of the board of supervisors, including 2 on-site video and 7 communication.
(1) The 15th meeting of the 4th board of supervisors was held by means of communication on March 8, 2021. The meeting considered and adopted the proposal on Amending the rules of procedure of the board of supervisors, the proposal on Amending the 2020 restricted stock incentive plan (Draft) and the implementation of assessment management measures, and the proposal on purchasing and operating scientific research houses and related party transactions.
(2) The 16th meeting of the 4th board of supervisors was held by means of communication on April 9, 2021. The meeting deliberated and adopted the proposal on subsidiaries’ carrying out financial leasing business and providing guarantee for this business. (3) The 17th meeting of the 4th board of supervisors was held on April 23, 2021 in the form of on-site combined with video. The meeting deliberated and adopted the work report of the board of supervisors in 2020, the financial statement report in 2020, the proposal on the full text and summary of the annual report in 2020, the internal control evaluation report in 2020 The special report on the deposit and use of raised funds in 2020, the proposal on the profit distribution plan in 2020, the proposal on renewing the appointment of the audit institution in 2021, the proposal on confirming the excess of daily connected transactions in 2020, the proposal on daily connected transactions in 2021 Proposal on using idle self owned funds for entrusted financial management, proposal on accounting policy change, proposal on the full text of the company’s first quarter report in 2021.
(4) The 18th meeting of the 4th board of supervisors was held by means of communication on April 27, 2021. The meeting deliberated and adopted the proposal on adjusting the incentive plan of restricted stocks and the proposal on granting restricted stocks to incentive objects.
(5) The 19th meeting of the 4th board of supervisors was held by means of communication on May 20, 2021. The meeting deliberated and adopted the proposal on using some idle raised funds for cash management.
(6) The 20th meeting of the 4th board of supervisors was held by means of communication on August 9, 2021. The meeting deliberated and adopted the proposal on investing in Shandong Yucheng decentralized project.
(7) The 21st Meeting of the 4th board of supervisors was held by means of communication on August 27, 2021. The meeting deliberated and adopted the proposal on the full text and summary of the semi annual report of 2021 and the special report on the deposit and use of raised funds in the semi annual report of 2021.
(8) The 22nd Meeting of the 4th board of supervisors was held by means of communication on October 27, 2021. The meeting deliberated and adopted the report of the third quarter of 2021.
(9) The 23rd Meeting of the 4th board of supervisors was held on November 30, 2021 in the form of on-site and video. The meeting deliberated and adopted the proposal on the company’s meeting the conditions for allotment and issuance of shares, the proposal on the company’s plan for allotment of shares and issuance of securities to unspecified objects, and the proposal on the company’s demonstration and analysis report on allotment of RMB common shares to original shareholders Proposal on the company’s feasibility analysis report on the use of funds raised through share allotment, proposal on the company’s report on the use of funds raised in the previous time, proposal on diluted immediate return and filling measures for this share allotment and commitments of relevant subjects, proposal on the establishment of a Vietnamese subsidiary, And deliberated the proposal on the company’s share allotment and issuance of securities to unspecified objects one by one.
2、 Give opinions on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company supervised and inspected the company’s operation, financial situation, asset acquisition, related party transactions, external guarantees and other matters in accordance with relevant laws, regulations and the articles of association. According to the inspection results, the following opinions are expressed on the relevant situation of the company during the reporting period:
1. Company operation
According to the provisions of the company law and the articles of association, the board of supervisors has effectively supervised the convening procedures and resolutions of the 2021 general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders and the operation of the company in 2021. The board of supervisors believes that the company operates in strict accordance with the company law, the articles of association and other relevant national laws and regulations, and the decision-making process is legal; The convening and resolutions of the board of directors and the general meeting of shareholders of the company comply with the provisions of relevant laws and regulations. During the reporting period, the board of supervisors supervised the implementation of the resolutions of the general meeting of shareholders. The board of directors and the management were able to earnestly implement the relevant resolutions of the general meeting of shareholders, and no acts detrimental to the interests of shareholders were found.
2. Financial situation of the company
This year, the board of supervisors earnestly performed the function of financial inspection, and inspected and supervised the implementation of the company’s financial system and business activities. The board of supervisors believes that the company has sound financial system, standardized financial operation and good financial condition; The audit opinion issued by Tianjian Certified Public Accountants (special general partnership) on the company’s 2021 annual financial report is objective and fair, and the financial report truly reflects the company’s financial status and operating results. 3. Internal control of the company
The board of supervisors reviewed the construction and operation of the company’s internal control system. The board of supervisors believed that the company had established a relatively perfect internal control system and could be effectively implemented. The internal control system runs through all links of the company’s business activities, which can ensure the normal production and operation of the company and reasonably control business risks. 4. Investment of raised funds of the company
The board of supervisors performs its duties of supervising the storage and use of raised funds. The board of supervisors believes that the company has effectively managed the storage and use of raised funds in strict accordance with the provisions and requirements of the measures for the management of raised funds, and there are no violations.
During the reporting period, the actual investment projects of the company’s raised investment funds were consistent with the promised investment projects, and the cash management of the company’s idle raised investment funds has fulfilled the relevant review procedures.
5. Related party transactions
Through the supervision and verification of the related party transactions of the company in 2021, the board of supervisors believes that the related party transactions of the company in 2021 meet the actual needs of the company’s production and operation, the decision-making procedures of the transaction are legal and compliant, the transaction pricing is fair and reasonable, and there is no case of manipulating the company’s profits through related party transactions or damaging the interests of the company and shareholders.
6. External guarantee of the company
Through the verification of the company’s external guarantee in 2021, the board of supervisors held that in 2021, except that the company provided guarantee for the subsidiary Yucheng Yunfeng Wind Power Generation Co., Ltd. to carry out financial leasing business, the company and its subsidiaries had no other external guarantee, debt restructuring, non monetary transactions and asset replacement, There are no other circumstances that damage the interests of the company’s shareholders or cause the loss of the company’s assets.
7. External investment of the company
Through the verification of the company’s foreign investment in 2021, the board of supervisors believes that the company’s foreign investment in 2021 is in line with the company’s strategic planning and business needs, the foreign investment is subject to the approval procedures as required, and the relevant materials are true and complete. The company participates in the operation and management of the invested entity by appointing directors, supervisors and senior managers, timely understands the operation of the invested entity, the risk is controllable, and there is no damage to the interests of the company or shareholders.
8. Acquisition and sale of major assets by the company
There was no acquisition or sale of major assets during the reporting period.
9. Implementation of the company’s information disclosure management system
During the reporting period, the board of supervisors conducted supervision and inspection on the implementation of the company’s information disclosure management system. The board of supervisors believed that in 2021, the company’s information disclosure management system can meet the relevant national laws, regulations and regulatory requirements and guide the company’s information disclosure to be true, accurate, complete, timely and orderly.
3、 Work prospect in 2022
In 2022, the board of supervisors of the company will continue to strictly abide by the company law, the securities law, the articles of association and other relevant provisions, always maintain independence, supervise and urge the company to govern according to law and ensure the company’s legal and compliant operation; Strive to improve their professional ability and literacy with a dedicated working attitude and a learning attitude of excellence; Actively attend and supervise the convening and holding of the company’s meetings, so as to ensure the legality and compliance of the decision-making procedures of various affairs, improve the overall operation and scientific management level of the company, and safeguard the legitimate rights and interests of the company and shareholders.
Zhejiang Windey Co.Ltd(300772) board of supervisors March 7, 2022
