Securities code: Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) securities abbreviation: ST Shuanghuan Announcement No.: 2022018 Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707)
Announcement of resolutions of the 5th meeting of the 10th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
1. Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) the fifth meeting of the 10th board of supervisors was held on March 8, 2022. The meeting was held in the form of on-site meeting and video conference. The meeting venue was room 1, third floor, Shuanghuan science and technology office building, No. 26, Tuanjie Avenue, dongmafang, Yingcheng City, Hubei Province.
2. The number of supervisors who should attend the meeting of the board of supervisors is 3, and the number of supervisors actually attending the meeting is 3.
3. The meeting of the board of supervisors was presided over by Mr. Chen Gangying, chairman of the board of supervisors.
4. The meeting of the board of supervisors was held in accordance with relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 The following proposals were considered and adopted at the meeting:
1. The work report of the board of supervisors in 2021 was reviewed and passed, and the proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Voting results: 3 in favor, 0 against and 0 abstention.
Work report of the board of supervisors:
1) Meetings of the board of supervisors
During the reporting period, 7 meetings of the board of supervisors were held, and all supervisors participated in each meeting. The matters considered by the board of supervisors are:
The 15th meeting of the ninth board of supervisors deliberated and approved the work report of the board of supervisors in 2020, the report and summary of the annual report of the company in 2020, the profit distribution plan for 2020, the prediction of the company's daily connected transactions in 2021, the evaluation report of the company's internal control in 2020, the provision for asset impairment in 2020 Proposal on the company's re employment of Daxin Certified Public Accountants (special general partnership);
The 16th meeting of the 9th board of supervisors deliberated and adopted the proposal on the compliance of the company's major asset sales and related party transactions with relevant laws and regulations, the proposal on the company's major asset sales and related party transactions Proposal on the signing of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) and the agreement on the sale of major assets between Hubei Huanyi Chemical Co., Ltd. and Yingcheng Yihua Chemical Co., Ltd., proposal on Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) major asset sale and related transaction plan and its summary by the company, Hubei Huanyi Chemical Co., Ltd. and Yingcheng Yihua Chemical Co., Ltd;
The 17th meeting of the ninth board of supervisors deliberated and adopted the proposal on the full text and text of the report for the first quarter of 2021.
The 18th meeting of the 9th board of supervisors deliberated and adopted the proposal on the compliance of the company's major asset sales and related party transactions with relevant laws and regulations, the proposal on the company's major asset sales and related party transactions Proposal on the signing of Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) and the supplementary agreement to the major asset sale agreement between Hubei Huanyi Chemical Co., Ltd. and Yingcheng Yihua Chemical Co., Ltd., Hubei Huanyi Chemical Co., Ltd. and Yingcheng Yihua Chemical Co., Ltd., proposal on Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) major asset sale and related party transaction draft and its summary, etc.
The first meeting of the 10th board of supervisors deliberated and adopted the proposal on the election of the chairman of the board of supervisors
The second meeting of the 10th board of supervisors deliberated and approved the proposal on the 2021 semi annual report, the summary of 2021 semi annual report and the risk assessment report of Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. The third meeting of the 10th board of supervisors deliberated and adopted the report of the third quarter of 2021
2) Supervise the legal operation of the company
During the reporting period, the board of directors of the company can operate in strict accordance with the requirements of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and systems. The company's major decisions are scientific and reasonable, and the decision-making procedures are legal and effective; The company has established and improved various internal management and internal control systems; The directors and managers of the company are diligent in performing their duties and have not found any acts in violation of laws, regulations, the articles of association or damaging the interests of the company.
3) Check the company's financial situation
The board of supervisors carefully checked the company's financial system and financial situation, and believed that the company's 2021 financial report truly reflected the company's financial situation and operating results, and the audit opinions issued by Daxin certified public accountants and the evaluation on relevant matters were objective and fair.
4) Opinions on changes in the company's accounting policies
During the reporting period, the company adjusted the relevant contents of the company's accounting policies according to the relevant regulations and requirements of the Ministry of finance. The board of supervisors of the company considered that the change of the company's accounting policies was in line with the relevant regulations of the Ministry of Finance and the actual situation of the company, and did not harm the interests of the company and all shareholders.
5) Related party transactions of the company
During the reporting period, the decision-making procedures of related party transactions between the company and related parties comply with the provisions of relevant laws, regulations and the articles of association. The price of related party transactions refers to the market price, which is fair and reasonable, reflecting the principles of openness, fairness and impartiality; The rights and obligations of both parties to the transaction are regulated by the signed agreements and contracts. Both parties perform in strict accordance with the agreement without damaging the interests of the company, shareholders, especially minority shareholders.
6) Comments on the company's internal control evaluation report
The board of supervisors of the company believes that the company has established a relatively complete and effective internal control system and formulated a relatively perfect and reasonable internal control system. The internal control system of the company meets the requirements of relevant national regulations and securities regulatory authorities, and various internal controls have been continuously and strictly implemented in all links of the company's operation, such as production and operation, It provides reasonable guarantee for the legal compliance of the company's operation and management, asset safety, authenticity and integrity of financial reports and relevant information. The internal control evaluation report issued by the board of directors has no major defects and can truly, accurately and objectively reflect the actual situation of the company's internal control.
7) Check the company's establishment and implementation of the insider registration management system
The company has formulated the registration and management system for insiders in accordance with the relevant provisions of the securities regulatory authority, controlled the scope of insiders in strict accordance with the system, and registered the list of insiders in time. During the reporting period, the company had no insider trading, and the insider management system was implemented in place and effectively.
2. Reviewed and adopted the 2021 annual report and summary of annual report
Voting results: 3 in favor, 0 against and 0 abstention.
After review, the board of supervisors believes that the procedures for the preparation and deliberation of the 2021 annual report by the board of directors of the company comply with the laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
The proposal also needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details of the proposal, see the 2021 annual report and summary of the annual report published on cninfo.com on the same day.
3. The proposal on profit distribution plan for 2021 was reviewed and passed
Voting results: 3 in favor, 0 against and 0 abstention.
Audited by Daxin Certified Public Accountants (special general partnership), the net profit attributable to the shareholders of the listed company in 2021 was 422.62 million yuan, and the net profit of the parent company of the listed company was 4293496 million yuan. As of December 31, 2021, the undistributed profit in the parent company's statement was -998778 million yuan, and the undistributed profit in the consolidated statement was -12624113 million yuan, Considering the actual operation and future development needs of the company, in order to ensure the sustainable development and stable operation of the company and the long-term interests of all shareholders, the company plans to make a profit distribution plan for 2021 without dividend, bonus shares or conversion of provident fund into share capital. This profit distribution plan complies with the articles of association and other relevant provisions, and the proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Reviewed and adopted the 2021 internal control evaluation report
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal shall also be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details of the proposal, see the 2021 annual internal control evaluation report disclosed by the company on the same day.
5. The proposal on write off of some receivables was reviewed and passed
Voting results: 3 in favor, 0 against and 0 abstention.
The board of supervisors of the company believes that the write off of receivables and other receivables meets the requirements of accounting standards for business enterprises and relevant policies, conforms to the actual situation of the company, and can more fairly reflect the financial status and operating results of the company. The receivables and other receivables written off this time have been fully provided for impairment. The write off will not affect the current profit and loss. The decision-making procedures of the board of directors of the company on this matter are legal and compliant. Agree to the company's current write off of receivables and other receivables.
The proposal also needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details of the proposal, see the announcement on write off of some receivables disclosed by the company on the same day, Announcement No. 2022021.
6. Deliberated and passed the proposal on renewing the appointment of accounting firms
Voting results: 3 in favor, 0 against and 0 abstention.
The proposal also needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. For details of the proposal, see the announcement on renewing the appointment of accounting firms disclosed by the company on the same day, Announcement No. 2022020.
7. The proposal on changes in accounting policies was reviewed and passed
Voting results: 3 in favor, 0 against and 0 abstention.
For details of the proposal, see the announcement on changes in accounting policies disclosed by the company on the same day, Announcement No. 2022022.
3、 Documents for future reference
Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) the resolution of the 5th meeting of the 10th board of supervisors.
Hubei Shuanghuan Science And Technology Stock Co.Ltd(000707) board of supervisors March 10, 2022
