Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company conscientiously performed its supervisory duties in accordance with the provisions and requirements of the company law, the securities law, the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other laws and regulations, normative documents and the articles of association, exercised its functions and powers independently according to law, and better safeguarded the legitimate rights and interests of the company and shareholders. The details are as follows:
1、 Work of the board of supervisors
During the reporting period, the board of supervisors organized and held 9 meetings of the board of supervisors while normally attending all meetings of the board of directors and general meetings of shareholders of the company.
1. The 14th meeting of the 7th board of supervisors was held in the company on April 12, 2021, deliberated and passed the proposal on replacing self raised funds for pre invested projects and paid issuance expenses with raised funds.
The company’s use of raised funds to replace the self raised funds invested in raised investment projects in advance and issuance expenses complies with the provisions of relevant laws, regulations and normative documents such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and so on, There are no circumstances that harm the interests of all shareholders and no illegal use of the raised funds. It is agreed that the company will use the funds raised from non-public offering to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses, and the replacement amount is 4858798 million yuan.
The announcement of the meeting resolution was published in the securities times, China Securities News, Shanghai Securities News and cninfo on April 13, 2021.
2. The 15th meeting of the 7th board of supervisors was held in the company on April 23, 2021. It reviewed and adopted the company’s 2020 annual report and summary, the work report of the board of supervisors in 2020, the evaluation report of the company’s internal control in 2020, and the review opinions of the board of supervisors on the company’s 2020 annual report Opinions of the board of supervisors on the evaluation report of the company’s internal control in 2020 and proposal on changes in accounting policies.
It is believed that the procedures for the preparation and deliberation of the company’s 2020 annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC, and the contents of the report truly, accurately and completely reflect the actual situation of the company, without any false records, misleading statements or major omissions.
It is believed that the evaluation report on the company’s internal control in 2020 truly, accurately, comprehensively and objectively reflects the actual situation of the company’s internal control in 2020.
It is considered that the change of the company’s accounting policies is a reasonable change in accordance with the relevant provisions of the Ministry of finance, which can more objectively and fairly reflect the company’s financial situation and operating results. The decision-making procedures comply with the provisions of laws, administrative regulations and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. The announcement of the meeting resolution was published in the securities times, China Securities News, Shanghai Securities News and cninfo on April 27, 2021.
3. The 16th meeting of the 7th board of supervisors was held in the company on April 29, 2021, and the report of the company for the first quarter of 2021 was reviewed and approved.
The board of Directors considers that the contents and procedures of the company’s 2021 quarterly report are false or incomplete, or the board of supervisors considers that the company’s 2021 quarterly report does not conform to the provisions of the laws and regulations, or does not reflect the actual situation of the company.
4. The 17th meeting of the 7th board of supervisors was held in the company on June 29, 2021, and the proposal on Amending the rules of procedure of the board of supervisors was reviewed and approved.
The announcement of the meeting resolution was published in the securities times, China Securities News, Shanghai Securities News and cninfo on June 30, 2021.
5. The 18th meeting of the 7th board of supervisors was held in the company on July 28, 2021. The proposal on implementing the project of annual output of 950000 high-performance all steel radial tires in Vietnam and the proposal on implementing the intelligent manufacturing project of annual output of 3 million sets of high-performance all steel radial tires were considered and adopted Proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, proposal on the company’s plan for public issuance of convertible corporate bonds, proposal on Gui Zhou Tyre Co.Ltd(000589) public issuance of convertible corporate bonds, proposal on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds The proposal on the report on the use of the previously raised funds, the proposal on the filling measures for diluting the immediate return of the public issuance of convertible corporate bonds and the commitments of relevant subjects, the proposal on formulating the rules of the meeting of bondholders of convertible companies, and the proposal on the shareholder return plan of the company for the next three years (20212023). Qianjin tire (Vietnam) Co., Ltd., a wholly-owned overseas subsidiary of the company, is approved to implement the project with an annual output of 950000 high-performance all steel radial tires. The total investment of the project is RMB 1175509300, including construction investment of RMB 98813900, interest during construction of RMB 11206700 and working capital of RMB 176163600. This event does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
The company is approved to implement the intelligent manufacturing project of high-performance all steel radial tire with an annual output of 3 million sets. The total investment of the project for approval is RMB 2301447500, including construction investment of RMB 2192459200, interest during the construction period of RMB 25050600 and initial working capital of RMB 83937700. This event does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
In combination with the actual situation of the company, the board of supervisors conducted a self-examination on the relevant qualifications and conditions for the public issuance of convertible corporate bonds by listed companies, and considered that the company has all the conditions for the public issuance of convertible corporate bonds. The announcement of the meeting resolution was published in the securities times, China Securities News, Shanghai Securities News and cninfo on July 29, 2021.
6. The 19th meeting of the 7th board of supervisors was held in the company on August 19, 2021, which reviewed and approved the company’s 2021 semi annual report and the special report on the storage and use of raised funds in 2021 semi annual.
It is believed that the procedures for the preparation and deliberation of the company’s 2021 semi annual report by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
During the reporting period, the deposit and use of the company’s raised funds met the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, the actual use of raised funds met the comprehensive needs of the investment projects of raised funds, and there were no violations in the deposit and use of raised funds, The report truthfully reflects the deposit and use of the raised funds of the company in the half year of 2021.
The announcement of the meeting resolution was published in the securities times, China Securities News, Shanghai Securities News and cninfo on August 20, 2021.
7. The 20th meeting of the 7th board of supervisors was held in the company on October 25, 2021, and the third quarter report of the company in 2021 was reviewed and approved.
It is believed that the procedures for the preparation and deliberation of the company’s report for the third quarter of 2021 by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The content of the report truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions.
8. The 21st Meeting of the 7th board of supervisors was held in the company on November 29, 2021. The proposal on Revising the plan for public issuance of convertible corporate bonds and the proposal on the report on the use of the previously raised funds were considered and adopted.
The announcement of the meeting resolution was published in the securities times, China Securities News, Shanghai Securities News and cninfo on October 30, 2021.
9. The 22nd Meeting of the 7th board of supervisors was held in the company on December 23, 2021, and the proposal on the extension of investment projects with raised funds was deliberated and adopted.
It is considered that the extension of the investment project with raised funds is a prudent decision made according to the actual implementation of the project. There is no change or disguised change in the investment direction of raised funds and other situations that damage the interests of shareholders, and will not have a substantive impact on the implementation of the project with raised funds. The company has fulfilled the necessary decision-making procedures for the extension of the fund-raising project, which is in line with the provisions of relevant laws and regulations. The board of supervisors agreed to the extension of the investment project of the raised funds. The announcement of the resolution of the meeting was published in the securities times, China Securities News, Shanghai Securities News and cninfo.com on December 24, 2021.
2、 The board of supervisors gives audit opinions on the following matters
1. Legal operation of the company
The board of supervisors believes that during the reporting period, the company has established a relatively perfect internal control system in accordance with the company law, the guidelines for the governance of listed companies, the basic norms of enterprise internal control, the guidelines for the internal control of listed companies and other laws, administrative regulations and normative documents, the decision-making procedures are legal, and when directors and senior managers perform their duties, There is no violation of laws, regulations, the articles of association or damage to the interests of the company. 2. Daily related party transactions
During the reporting period, the daily related party transactions between the company and Gui Zhou Tyre Co.Ltd(000589) factory, Guizhou Qianjin rubber tube company and Guizhou Xianfeng Logistics Co., Ltd. fulfilled the review procedures specified in the articles of association and the management system of related party transactions of the company, followed the principles of rationality, legality, fairness and mutual benefit, and did not harm the interests of the company. 3. Check the company’s financial situation
Zhonghua Certified Public Accountants (special general partnership) has issued a standard unqualified audit report on the company’s 2021 financial report. The board of supervisors believes that the financial report truly, comprehensively and fairly reflects the company’s financial position as of December 31, 2021 and its operating results and cash flow in 2021 in all major aspects. 4. Comments on the company’s internal control evaluation report
In accordance with the basic norms of enterprise internal control, the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on the annual internal control evaluation report (announcement [2014] No. 1) of the CSRC, the stock listing rules of Shenzhen Stock Exchange and the standardized operation of companies listed on the main board and other relevant provisions and requirements, We have carefully reviewed the 2021 annual internal control evaluation report of the company, and our opinions are as follows:
(1) According to the relevant provisions of the above laws and regulations, following the basic principles of internal control and according to its own actual situation, the company has formulated and improved the internal control system of various businesses and matters of the company, ensured the normal operation of the company’s business activities and protected the safety and integrity of the company’s assets.
(2) The company’s internal control organization and internal audit department are complete, ensuring the full and effective implementation and supervision of the company’s key internal control activities.
(3) During the reporting period, the company did not violate the above-mentioned internal control regulations and the company’s internal control system.
The board of supervisors believes that the internal control evaluation report of the company in 2021 truly, accurately, comprehensively and objectively reflects the actual situation of the company’s internal control in 2021.
5. Implementation of the insider registration management system
In accordance with the administrative measures for information disclosure of listed companies and the provisions on the establishment of the registration and management system for insiders by listed companies, the company has formulated the management system for users of external information and the registration and management system for insiders of the company to strictly control the scope of insiders, Fill in and submit the registration form for insiders of inside information according to the regulations of the system, regularly report and major matters, and perform the necessary transmission, review and disclosure procedures. The information disclosure of the company adheres to the principle of “three fairness”. In the sensitive period before the disclosure of regular reports and major events, try to avoid receiving investor research, and strictly prevent the disclosure of relevant information. During the reporting period, there was no disclosure of inside information, nor was it found that relevant personnel were engaged in insider trading or illegal trading of the company’s shares. The company made due efforts to safeguard the legitimate rights and interests of investors.
Gui Zhou Tyre Co.Ltd(000589) board of supervisors
March 8, 2002
