Henan Qingshuiyuan Technology Co.Ltd(300437)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as "the company") exercised their functions and powers independently, carried out their work actively and effectively, and safeguarded the legitimate rights and interests of the company and its shareholders in strict accordance with the company law, the articles of Association, the rules of procedure of the board of supervisors and other relevant requirements. The board of supervisors supervised the company's legal operation, financial status, related party transactions and the performance of duties by the company's directors and senior managers, which further promoted the standardized operation of the company. The main work of the board of supervisors in 2021 is reported as follows:
1、 Main work of the board of supervisors in 2021
In 2021, the board of supervisors of the company held 8 meetings in total. The notice, convening, convening and voting procedures of the meeting were in line with the provisions of relevant laws and regulations and the articles of association. The details are as follows:
No. time: matters to be considered at the session
1. 202102.07 the 5th board of supervisors 1. Deliberating the proposal on share repurchase of the company
Second meeting 2. Review the proposal on developing asset pool business
1. Deliberating the proposal on the full text and summary of the company's 2020 annual report 2. Deliberating the proposal on the work report of the company's 2020 annual board of supervisors 3. Deliberating the proposal on the company's 2020 annual financial statement report 4 Review the proposal on the company's profit distribution plan in 2020 5. Review the proposal on the company's internal control evaluation report in 2020 6. Review the proposal on the special report on the deposit and use of the company's raised funds in 2020
7. Deliberating the proposal on the prediction of the guarantee line provided by the company for the subsidiary to apply for credit from the bank
2. On April 25, 2021, the 5th board of supervisors deliberated the proposal on the prediction of the company's guarantee line for the company's application for credit from the bank at the third meeting of Jiyuan Qingyuan Water Treatment Co., Ltd., a wholly-owned subsidiary of the company. 9 Deliberating the proposal on applying for bank credit line in Henan Qingshuiyuan Technology Co.Ltd(300437) 2021
10. Review the proposal on the company's provision for credit impairment and asset impairment in 2020
11. Deliberating the proposal on the remuneration or allowance standard of the company's supervisors in 2021
12. Deliberating the proposal on carrying out forward foreign exchange settlement business
13. Deliberating the proposal on Amending the articles of association and annexes
14. Review the proposal on the full text of the company's report for the first quarter of 2021 3. On June 11, 2021, the Fifth Board of supervisors 1. Review the proposal on selling part of the equity of the holding subsidiary and signing the equity transfer agreement at the fourth meeting
1. Deliberating the proposal on the full text and summary of the company's semi annual report in 2021 4 the 5th board of supervisors on August 23, 2021
The 5th meeting 2. Deliberating the proposal on the special report on the deposit and use of the company's raised funds in the half year of 2021
1. Review the proposal on Henan Qingshuiyuan Technology Co.Ltd(300437) 2021 employee stock ownership plan (Draft) and its summary
The 5th board of supervisors 2. Deliberating the proposal on the measures for the administration of employee stock ownership plan at the 6th meeting of Henan Qingshuiyuan Technology Co.Ltd(300437) may 2021, September 12, 2021
3. Deliberating the proposal on renewing the appointment of the company's audit institution in 2021 4. Deliberating the proposal on using the surplus raised funds of raised investment projects to permanently supplement the working capital
6.10.17 the 5th board of supervisors 1. The 7th meeting to review the proposal on the full text of the company's report for the third quarter of 2021
7. 202110.20 the 5th board of supervisors 1. Deliberating the proposal on not redeeming "Qingshui convertible bonds" in advance
Eighth meeting
8. 202111.09 the 5th board of supervisors 1. Review the proposal on early redemption of "Qingshui convertible bonds"
Ninth meeting
2、 Changes in supervisors of the company
There was no change in the supervisors of the company in 2021.
3、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, in strict accordance with relevant laws, regulations and the articles of association, the board of supervisors of the company carefully supervised and inspected the company's legal operation, financial situation, related party transactions and other matters. According to the inspection results, the board of supervisors issued the following verification opinions on the relevant situation of the company during the reporting period:
(I) legal operation of the company
The members of the board of supervisors participated in the discussion of the company's major business decisions and the formulation of business policies by attending the annual meeting of the board of directors and the general meeting of shareholders, and supervised the operation of the company according to law. The board of supervisors believes that the board of directors of the company has strictly followed the relevant requirements of the company law, the articles of association and the rules of procedure of the board of supervisors, standardized operation and legal and effective decision-making procedures; The company established and improved the internal control system, and the board of directors earnestly implemented the resolutions of the general meeting of shareholders and faithfully fulfilled the obligation of good faith; The directors and senior managers of the company do not violate laws, regulations and the articles of association or damage the interests of the company when performing their duties.
(II) check the financial status of the company
The meeting held that the company has sound financial system, sound internal control mechanism and good financial condition. The company's quarterly report, semi annual financial report and annual financial report truly and objectively reflect the company's financial situation and operating results.
(III) use of raised funds
The board of supervisors supervised and inspected the use and management of the raised funds, and believed that the actual investment amount of the company's raised funds was the same as that promised, and there was no change in the purpose of the raised funds. The use of raised funds shall be carried out in strict accordance with the provisions of the company's raised funds management system, Comply 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 by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and the articles of association, There is no situation of changing the investment direction of the raised funds in a disguised form and damaging the interests of shareholders.
(IV) comments on the internal control evaluation report
After review, the board of supervisors believes that the 2021 internal control evaluation report truly and objectively reflects the construction and implementation of the company's internal control system. The company's current internal control system is relatively complete, reasonable and effective. The company's internal control system meets the requirements of relevant laws and regulations and regulatory authorities, and is also suitable for the actual situation of the company's production and operation. The company's internal control measures play a strong role in risk control for the control of all processes and links of enterprise management.
(V) review opinions on the company's periodic reports
The board of supervisors of the company has carefully reviewed the company's annual report and summary in 2020, the first quarter report in 2021, the semi annual report in 2021 and the third quarter report in 2021, focusing on business risks, compliance management and other relevant contents, and believes that the preparation and review procedures of the company's periodic reports comply with relevant laws The information contained in the laws and regulations, the articles of association and various provisions of the company's internal management system can truly reflect the company's operation, management and financial status of the current year from all aspects, and it is not found that the personnel participating in the preparation and review of periodic reports have violated the confidentiality provisions.
(VI) establishment and implementation of information disclosure and insider information related systems by the company
The company performs the obligation of information disclosure and strictly controls the scope of insiders of inside information in strict accordance with the relevant provisions and requirements of the securities law, the guidelines for self regulation and supervision of Listed Companies in Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the information disclosure management system, the insider information management system and so on, Timely register the list of insiders and their personal information without insider trading, ensure the authenticity, accuracy and integrity of the company's information disclosure, safeguard the principles of openness, fairness and impartiality of the company's information disclosure, and effectively protect the interests of investors, especially small and medium-sized investors.
4、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors of the company will continue to comply with the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, continue to strengthen the implementation of supervision functions, earnestly perform their duties, further supervise and urge the standardized operation of the company, improve the corporate governance structure, and promote the standardized operation of the company's operation and management and the effective operation of the internal control system, Earnestly safeguard the legitimate rights and interests of the company and its shareholders, especially the legitimate rights and interests of minority shareholders, and promote the steady development of the company. The board of supervisors will do the following work in 2022:
(I) conscientiously perform their duties in accordance with laws and regulations.
In 2022, the board of supervisors will continue to strengthen and improve the work responsibilities and operation mechanism of the board of supervisors, earnestly implement the company law, securities law and other laws, regulations, normative documents and the articles of association, and improve the supervision and management of the company's operation according to law. 1. Strengthen work communication with the board of directors and management, and supervise the board of directors and senior managers according to law, so as to make their decision-making and business activities more standardized and legal.
2. Operate in strict accordance with the articles of association and hold regular meetings to further standardize and improve the daily work of the board of supervisors. 3. Focus on supervising the operation of the company according to law, and urge the company to further improve the corporate governance structure and improve the governance level. (II) strengthen supervision and inspection to prevent business risks.
1. Strengthen the inspection of the company's financial situation. Adhere to financial supervision as the core, supervise the company's financial operation through regular understanding and review of financial reports, and focus on the company's high-risk areas.
2. Further strengthen the internal control system. In order to prevent enterprise risks, continuously improve the information transmission channels of the company and its subsidiaries, and urge the timely, accurate and complete information disclosure of the company.
3. Understand and master the operation status of the company in time. Especially for major business activities and investment projects, once any doubt is found, timely put forward suggestions, stop and correct them.
4. Actively maintain communication with internal and external audit institutions. Make full use of internal and external audit information, timely understand and master relevant information, and further safeguard the interests of the company and shareholders.
(III) strengthen self construction and improve supervision skills.
Actively participate in relevant trainings organized by regulatory authorities and the company, strengthen the study of accounting, audit and legal knowledge, constantly improve the skills of supervision and inspection, broaden professional knowledge and improve business level, earnestly perform their duties in strict accordance with laws and regulations and the articles of association, and give better play to the supervision function of the board of supervisors. Strengthen the construction of professional ethics and safeguard the interests of shareholders.
Board of supervisors
March 7, 2022
