Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Zhang Xiaoquan Inc(301055) (hereinafter referred to as "the company") performed its duties according to law in strict accordance with the provisions of the company law, the securities law and other laws and regulations, as well as the articles of association and the rules of procedure of the board of supervisors, based on the principle of being responsible to all shareholders of the company, and participated in the board of directors and general meeting of shareholders as nonvoting delegates to the company's production and business activities, major matters Supervise the financial situation and the performance of duties by the board of directors and senior managers, and play a due role in safeguarding the interests of the company, the legitimate rights and interests of shareholders and improving the corporate governance structure. The performance of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
In 2021, the company held five meetings of the board of supervisors. The convening, convening, voting procedures and resolutions of the meeting were in line with the provisions of laws and regulations and the articles of association. The details of the meeting are as follows:
Name, time and topic of the preliminary meeting
number
1. 2020 financial report
2. Work report of the board of supervisors in 2020
The first board of supervisors 3. 2020 Annual Report
1. The 12th meeting 2021.3.3 4. Financial statement report of 2020
5. Plan for profit distribution in 2020
6. Proposal on confirming related party transactions in 2020
7. About daily related party transactions in 2021
2. The first board of supervisors 2021.5.6 1. Proposal on the general election of the company's board of supervisors and the nomination of supervisor candidates in the form of the 13th meeting of non employee representatives of the second board of supervisors
3. The second board of supervisors 2021.5.21 1. Proposal on the general election of the company's board of supervisors and the nomination of supervisor candidates in the first meeting table of non employee representatives of the second board of supervisors
1. Proposal on changing the company's registered capital, company type, business scope, amending the articles of association and handling the industrial and commercial change registration
The second session of the board of supervisors 2. Proposal on adjusting the investment amount of raised funds for raised investment projects
4. The second meeting on September 17, 2021 3. Proposal on using raised funds to increase capital to wholly-owned subsidiaries and implement raised investment projects
4. Proposal on using raised funds to replace self raised funds invested in raised investment projects in advance and paid issuance expenses
5. Proposal on cash management using some temporarily idle raised funds
5. On October 22, 2021, the second session of the board of supervisors 1. Proposal on the company's report for the third quarter of 2021
Third meeting
2、 Review opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the members of the board of supervisors of the company attended the board of directors and the general meeting of shareholders as required, and supervised the legal operation, financial situation, internal control and other important matters of the company.
(I) legal operation of the company
In 2021, the members of the board of supervisors of the company attended the board of directors in the reporting period according to law, attended all shareholders' meetings in the reporting period according to law, and strictly supervised the decision-making procedures of the company and the performance of duties of directors and senior managers of the company. The board of supervisors believes that the convening and holding of the general meeting of shareholders and the meeting of the board of directors of the company are in accordance with the provisions of the company law, the securities law, the articles of association and other relevant systems, the decision-making procedures comply with the requirements of relevant laws, regulations and the articles of association, and the contents of relevant resolutions are legal and effective. The members of the board of directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, regulations and the articles of association. When performing their duties, 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 and shareholders.
(II) financial work of the company
The board of supervisors of the company has carefully supervised, inspected and reviewed the financial status, financial management system and periodic reports of the company during the reporting period, and believes that the company strictly abides by the accounting law and other relevant financial rules and regulations, financial management norms and operation norms; The procedures for the preparation and review of the annual report by the board of directors comply with laws and administrative regulations, and the contents of the report objectively reflect the company's financial situation and operating results, without major omissions and false records; Tianjian Certified Public Accountants (special general partnership) issued a standard unqualified opinion on the company's annual financial report.
(III) use of funds raised by the company
The board of supervisors of the company inspected the use and management of the company's raised funds during the reporting period, and believed that the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the raised funds management system, and there was no illegal use of the raised funds.
(IV) related party transactions of the company
The board of supervisors of the company inspected the related party transactions of the company during the reporting period and held that the decision-making procedures of the related party transactions of the company comply with the provisions of relevant laws and regulations and the articles of association, and there is no situation damaging the interests of the company and other shareholders.
(V) external guarantee of the company
The board of supervisors of the company inspected the external guarantee of the company during the reporting period and held that as of December 31, 2021, the company provided external guarantee of 4 million yuan, of which the total guarantee of the company to its subsidiaries was 4 million yuan. The total amount of guarantee accounts for 0.55% of the net assets in the 2021 consolidated statement of the company. The company does not provide guarantee for any unincorporated unit or individual, nor does the controlling shareholder and other related parties force the company to provide guarantee.
The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks.
(VI) internal control of the company
The board of supervisors of the company believes that the company has established a relatively reasonable and sound internal control system in all major aspects in accordance with the requirements of the enterprise's internal control standard system and relevant regulations and in combination with its own situation, which has been well implemented. The company's internal control system has been designed reasonably and implemented effectively, achieved the goal of the company's internal control, maintained effective internal control over financial reporting in all major aspects, and there are no major defects in internal control over financial reporting, and no major defects in internal control over non-financial reporting are found.
3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to earnestly perform the functions of the board of supervisors in strict accordance with the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other relevant systems, in the attitude of being responsible to all shareholders, safeguard the legitimate rights and interests of the company and shareholders, and correctly exercise the functions of the board of supervisors in close connection with the actual work of the company, And mainly do the following work:
1. Supervise the board of directors and senior managers according to law, and urge the company to further improve the corporate governance structure and improve the governance level in accordance with the requirements of laws, regulations and relevant systems.
2. We will continue to strengthen the supervision function and earnestly perform our duties. The members of the board of supervisors will attend the board of directors and shareholders' meeting of the company as nonvoting delegates according to law, timely grasp the major decision-making matters of the company, and supervise and promote the legitimacy of various decision-making procedures, so as to better safeguard the rights and interests of shareholders.
3. Through the supervision and inspection of the company's finance and the company's production and operation, further strengthen the internal control system and maintain communication with internal audit and external audit institutions, constantly strengthen the supervision and inspection of the enterprise, prevent business risks and further protect the interests of the company and shareholders.
4. Strengthen the self construction of the board of supervisors, continuously improve their business skills, improve the internal working mechanism, actively carry out work exchanges, innovate work ideas and methods, improve the supervision level, give full play to the work initiative of supervisors, conduct extensive research, brainstorm, put forward reasonable suggestions, earnestly perform their duties, and give better play to the supervision function of the board of supervisors.
It is hereby reported.
Zhang Xiaoquan Inc(301055) board of supervisors March 15, 2022
