Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Work report of the board of supervisors in 2021
In 2021, with the active support and cooperation of the board of directors and the management of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as “the company”), all members of the board of supervisors of the company strictly complied with the relevant requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and the attitude of being responsible to all shareholders, scrupulously performed their duties, performed their duties diligently and independently according to law, It has effectively supervised the company’s legal operation, compliance operation, financial status, related party transactions, foreign investment, the implementation of profit distribution and the daily performance of the company’s directors and senior managers, so as to better protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors of the company held four meetings, including two on-site meetings and two communication voting. The details are as follows:
No. time: deliberation of proposals in the way of session
1. Review the 2020 annual report of the company and its summary
2. Review the work report of the board of supervisors in 2020
3. Review the company’s 2020 financial final accounts report
4. Review the 2021 annual financial budget report of the company
5. Review the plan for profit distribution of the company in 2020
6. Deliberating the company’s proposal on renewing the appointment of the audit institution in 2021, the 8th supervision conference in March 2021, 7 deliberating the company’s 2020 internal control self-evaluation report, the fifth on-site meeting on January 10, 8 deliberating the proposal on the prediction of the company’s daily connected transactions in 2020, 9 Deliberating the proposal of the company on adjusting the purpose and cancellation of the remaining shares in the company’s special account for repurchase
10. Review the shareholder return plan for the next three years (20212023)
11. Review the company’s proposal on adjusting the remuneration of some supervisors 12. Review the company’s proposal on changes in accounting policies
13. Proposal of the company on Amending the rules of procedure of the board of supervisors
2. The 8th supervision and communication conference in 2021. 1. Review the company’s report for the first quarter of 2021 and its text
June 14, the sixth meeting
Meeting
In August 2021, the 8th supervisor 1 reviewed the company’s 2021 semi annual report and its summary
The seventh on-site meeting of the conference on March 18
Second meeting: the company’s proposal on increasing the estimated amount of daily connected transactions
The third quarter 2021 review report of the company
4. On October 22, the eighth communication meeting of the board meeting 2. Deliberating the proposal of the company’s daily meeting on adding the estimated amount of daily connected transactions
2、 Performance of supervisory duties by the board of supervisors
(I) supervise the legal operation of the company
During the reporting period, all members of the board of supervisors attended the general meeting of shareholders and the board of directors in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, and supervised and reviewed the decision-making procedures, internal control implementation and daily operation and management of the company in 2020 according to law and regulations. It is considered that the company has established a relatively perfect internal control system. At the same time, be able to timely revise relevant rules and regulations and effectively implement them in combination with the changes of laws and regulations and their own actual situation; The decision-making procedures of the general meeting of shareholders and the board of directors of the company are legal and compliant. The directors and senior managers are scrupulous and diligent in performing their duties. When exercising their functions and powers, they do not violate the provisions of laws, administrative regulations and the articles of association, or damage the interests of the company and the rights and interests of shareholders.
(II) check the company’s financial situation
During the reporting period, the board of supervisors inspected and reviewed the company’s 2020 annual report, 2021 first quarter report, 2021 semi annual report and 2021 third quarter report, financial system and financial status prepared by the board of directors, and considered that the company’s financial operation was standardized and effective, its operating results and capital status were good, and its financial internal control system was sound, It can effectively prevent all kinds of business risks, without the occupation of non operating funds or loss of assets by controlling shareholders and related parties. The preparation of the company’s financial statements complies with the accounting system for business enterprises and the accounting standards for business enterprises, and the financial statements truly, objectively and fairly reflect the company’s financial status and operating results, The “standard unqualified opinion” audit report issued by Tianjian Certified Public Accountants (special general partnership) is objective and fair. The change of the company’s accounting policy is a reasonable change in accordance with the accounting standards revised and issued by the Ministry of finance, which complies with relevant regulations. The implementation of the change of accounting policy can more objectively and fairly reflect the company’s financial situation and operating results, and there is no damage to the interests of the company and shareholders.
(III) check the internal control of the company
After carefully reviewing the self-evaluation report on internal control of the company in 2020 prepared by the audit committee of the board of directors of the company, the board of supervisors held that the company did not violate the Ministry of finance The basic norms of enterprise internal control jointly issued by the CSRC and other departments, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the relevant internal control systems of the company.
At the same time, the company has established a relatively perfect corporate governance structure, formulated relatively perfect and reasonable management systems such as corporate governance and internal control, and can timely revise relevant internal control systems and effectively implement them according to the actual situation of the enterprise and regulatory requirements. The internal control evaluation report issued by the board of directors can truly, accurately and objectively reflect the actual situation of the company’s internal control. To sum up, the company’s internal control system is legal, reasonable and effective, well implemented, and meets the normative requirements of relevant laws, administrative regulations and securities regulatory authorities for the management of the company’s internal control system.
(IV) check the entrusted financial investment of the company
The board of supervisors checked the company’s use of some idle self owned funds to entrust related parties and other institutions for financial investment. It is believed that the company’s current operating conditions are good, its own funds are abundant, and its internal control system is gradually improved. The company has formulated the management system of securities investment and derivatives trading, and purchased low-risk financial products on the premise of ensuring liquidity and capital safety, which is conducive to improving the use efficiency of funds and increasing the investment income of the company, which is in line with the interests of the company and all shareholders, And the relevant procedures comply with the provisions of relevant laws and administrative regulations.
(V) check the related party transactions of the company
In accordance with the requirements of the articles of association and the company’s decision-making system for connected transactions, the board of supervisors supervised and verified the daily connected transactions of the company in 2021 and the joint investment and establishment of industrial funds with connected parties, and held that the daily connected transactions in 2021 met the actual operation and development needs of the company, and both parties to the transaction followed the principles of objectivity, openness Based on the principle of fairness, the transaction price is fair and reasonable, which will not affect the independence of the company, and the main business will not rely on related parties due to such related party transactions. The joint investment and establishment of industrial fund by the company and related parties is conducive to giving full play to and making use of the advantages of partners of all parties, deepening the resource and business cooperation between the company and related parties in the field of new materials and new energy, so as to improve the guarantee of raw material supply of the company and obtain relevant investment income, which will have a positive impact on the future development of the company, There is no situation that damages the interests of the company and other non related party shareholders. At the same time, when the board of directors, the board of supervisors and the general meeting of shareholders considered related party transactions, related directors, supervisors and related shareholders avoided voting, and the voting procedures were legal and effective, in line with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other laws, administrative regulations and normative documents, as well as the articles of association and the decision-making rules of related party transactions of the company.
(VI) check the company’s project investment
During the reporting period, after checking the company’s project investment, the board of supervisors believed that in 2021, the company invested with its own funds in the annual output of 4gw high-efficiency large-size single crystal battery project, the annual output of 2gw high-efficiency components, the annual output of 148 million yuan high-performance lithium battery, the equity project of Jiangsu Jicui Antai Chuangming Advanced Energy Materials Research Institute Co., Ltd., the equity project of Yibin Jinchuan Electronics Co., Ltd We believe that the overall investment of the company is focused on the strategy of “strengthening magnetism and developing energy”. The new production capacity and technological transformation investment are conducive to improving the capacity scale and operation efficiency of the company, It is conducive to improving the profitability and market competitiveness of the company and increasing the development potential of the company; The new equity investment is conducive to deepening the cooperation between the company and the upstream and downstream industrial chain, which is in line with the interests of the company and all shareholders.
(VII) check the management of information disclosure
During the reporting period, the board of supervisors checked the company’s information disclosure and concluded that the company has established a relatively perfect internal control system for information disclosure, and adhered to the principle of “three fairness” in strict accordance with the requirements of the company’s information disclosure management system, the company’s internal reporting system of major information, the company’s external information user management system and other laws and regulations Accurately and completely perform the disclosure obligations, and there are no false records, misleading statements or major omissions, and there are no violations such as insider trading, which does not damage the rights and interests of the company and all shareholders.
(VIII) supervise the implementation of insider information management system
The board of supervisors supervised and inspected the company’s implementation of the insider information management system, and believed that during the reporting period, the company strictly implemented the management system of insider information registration of Listed Companies in strict accordance with the relevant requirements of the guidelines for the supervision of listed companies No. 5 – the management system of insider information registration of listed companies and the management system of insider information registration of companies Implement the registration and management of insiders of inside information, standardize the information transmission process, record the insiders of the company truthfully, accurately, timely and completely according to the requirements of the system, and then conduct self-examination on their trading of stocks afterwards. During the reporting period, the company did not find that insiders disclosed insider information, conducted insider trading or suggested others to use insider information for trading, which effectively protected the interests of investors, especially small and medium-sized investors.
(IX) supervise the implementation of shareholder return planning for the company
The board of supervisors supervised and verified the implementation of the shareholder return plan of the company, and held that during the reporting period, the company fully listened to the independent directors On the premise of the opinions of shareholders, especially minority shareholders, the profit distribution plan of the current year is formulated, which is in line with the profit distribution policy determined by the company, takes into account the immediate and long-term interests of shareholders, fully considers the interests and reasonable demands of the majority of investors, matches the company’s business performance and future development, conforms to the company’s development plan, and has been effectively implemented.
(x) supervise the daily performance of directors and senior managers
The board of supervisors supervised the daily performance of duties of the company’s directors and senior managers, and believed that during the reporting period, the company’s directors and senior managers were able to truthfully provide relevant information and materials to the board of supervisors to ensure that the board of supervisors exercised its functions and powers in accordance with laws and regulations The senior managers complied with the relevant rules such as the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the articles of association, performed their duties in compliance, operated legally, efficiently implemented the resolutions of the general meeting of shareholders and the board of directors, and performed their duties faithfully and diligently, There is no behavior damaging the interests of the company and shareholders.
3、 Work priorities of the board of supervisors in 2022
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, faithfully perform the duties of the board of supervisors and further promote the standardized operation of the company. Supervise and inspect the business activities of the board of directors and senior managers according to law. At the same time, the board of supervisors continued to strengthen the implementation of supervision functions, effectively supervised the company’s standardized operation, compliant operation, financial status, related party transactions, foreign investment, profit distribution implementation and other work, attended the board of directors, general meeting of shareholders and relevant working meetings according to law, timely grasped the legitimacy and compliance of major decision-making matters and decision-making procedures of the company, and promoted the standardized operation of the company, Protect the legal rights of all shareholders of the company. The board of supervisors of the company will strengthen the study of laws, administrative regulations, normative documents and accounting and financial knowledge, broaden professional knowledge and improve business level, earnestly perform their duties and give better play to the supervision function of the board of supervisors.
Hengdian Group Dmegc Magnetics Co.Ltd(002056) board of supervisors
