Guangdong Tapai Group Co.Ltd(002233)
Work report of the board of supervisors in 2021
In 2021, Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”) all members of the board of supervisors scrupulously performed their duties and duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, exercised their functions and powers independently according to law, and effectively safeguarded the legitimate rights and interests of the company and shareholders. The board of supervisors effectively supervised the company’s production and operation activities, major events, financial status and the performance of duties by directors and senior managers, promoted the standardized operation of the company and promoted the smooth progress of the company’s production, operation and management. The main work of the board of supervisors in 2021 is reported as follows:
1、 Basic evaluation of the company’s operation and management behavior in 2021
During their tenure, members of the board of supervisors earnestly performed their statutory duties, actively attended all meetings of the board of supervisors during the reporting period, and attended or attended all meetings of the board of directors and shareholders during the reporting period.
The board of supervisors held that during the reporting period, the board of directors earnestly implemented the resolutions of the general meeting of shareholders, all directors were honest, trustworthy, diligent and responsible, and there were no acts damaging the interests of the company and shareholders; The resolutions of the board of directors comply with the company law, the securities law, the rules of procedure of the board of directors and other relevant provisions. The management of the company earnestly implemented the resolutions of the board of directors, United, overcome difficulties, made unremitting efforts to complete the annual production and operation plan and achieved good results.
2、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 4 meetings, as follows:
1. On March 14, the company held the sixth meeting of the Fifth Board of supervisors in the form of on-site meeting, The work report of the board of supervisors in 2020, the financial statement report in 2020, the profit distribution plan of the company in 2020, the annual report in 2020 and its summary, the internal control evaluation report in 2020 and the special report on the storage and use of raised funds in 2020 were reviewed and approved Proposal on handling related party transactions of deposit and settlement business in Meizhou Merchants Bank Co., Ltd.; salary management system for Guangdong Tapai Group Co.Ltd(002233) directors, supervisors and senior managers; proposal on Amending measures for the administration of Guangdong Tapai Group Co.Ltd(002233) employee stock ownership plan; proposal on Amending the company’s 20182023 employee stock ownership plan (Draft) and its summary The proposal on Guangdong Tapai Group Co.Ltd(002233) phase IV employee stock ownership plan has 11 proposals in total;
2. On April 19, the company held the 7th Meeting of the 5th board of supervisors in the form of on-site meeting, deliberated and adopted two proposals, namely, the proposal on accounting policy change and the proposal on the first quarter report of 2021;
3. On August 8, the company held the 8th meeting of the 5th board of supervisors in the form of on-site meeting, and deliberated and adopted a total of 1 proposal on the proposal of 2021 semi annual report and its summary;
4. On October 21, the company held the 9th meeting of the 5th board of supervisors in the form of on-site meeting, which deliberated and adopted a total of 1 proposal on the third quarter report of 2021.
3、 Supervision and review of relevant matters of the company in 2021
1. Operation according to law
During the reporting period, the members of the board of supervisors attended or attended all the board of directors and shareholders’ meetings of the company according to law, and supervised and inspected the convening, convening and voting procedures of the board of directors and shareholders’ meetings, the implementation of the resolutions of the board of directors on the shareholders’ meetings, and the performance of directors and senior managers.
The board of supervisors believes that the board of directors operates in a standardized manner, makes scientific decisions, and strictly implements the resolutions of the general meeting of shareholders. During the performance of their duties, the directors and senior managers of the company have not violated laws, administrative regulations, departmental rules, normative documents, the articles of association or other acts detrimental to the interests of the company.
The board of supervisors also actively cooperated with the company’s Party committee in the construction of enterprise party style and clean government, conducted in-depth supervision and inspection on the company’s procurement, marketing, finance and other key links, further effectively improved the internal control mechanism, played an effective supervisory role in the company’s honest operation and standardized operation, and effectively safeguarded the legitimate rights and interests of the majority of shareholders.
2. Financial situation
During the reporting period, the board of supervisors inspected the company’s regular reports, financial statements, financial system, financial status and financial management for many times. The board of supervisors believes that the company’s internal control system of Finance and accounting is sound, there are no major omissions and false records in accounting, there are no major defects in internal financial control, the company’s financial status, operating results and cash flow are good, and the financial report truly and fairly reflects the company’s financial status and operating results.
3. Implementation of employee stock ownership plan
During the reporting period, the board of supervisors supervised and reviewed the company’s revision of the 20182023 employee stock ownership plan (Draft) and its summary, and the formulation of the fourth employee stock ownership plan. It is considered that the company’s revision of the 20182023 employee stock ownership plan (Draft) is mainly to ensure the principle and flexibility of the draft. On the basis of maintaining the consistency with the original draft principles and policies, the relevant specific descriptions related to each period of employee stock ownership plan are deleted, which is in line with the relevant provisions of the regulatory rules on employee stock ownership plan, There is no situation that damages the interests of the company and all shareholders, especially the interests of minority shareholders. It is believed that the formulation of the fourth phase of the company’s employee stock ownership plan complies with the provisions of relevant laws and regulations, follows the principles of legal compliance, voluntary participation and risk-taking, and there is no situation of forcing employees to participate in the employee stock ownership plan by means of apportionment and forced distribution; It is conducive to further establish and improve the long-term incentive and restraint mechanism of CO creation and sharing, fully mobilize the enthusiasm of managers and employees, enhance the attractiveness and cohesion of the company, realize the consistency of the interests of the company, shareholders and employees, improve the core competitiveness of the company, and is conducive to the sustainable development of the company without damaging the interests of the company and all shareholders.
4. Internal control self evaluation report
The board of supervisors believes that the company has established a relatively perfect internal control system and internal control organizational structure in strict accordance with the company law, the basic norms of enterprise internal control and its supporting guidelines and the requirements of securities regulatory authorities, which meets the development needs of the company’s operation and management at the present stage, and ensures the healthy operation of the company’s businesses and the control of business risks, During the reporting period, the company’s internal control system was standardized, legal and effective, and there was no violation of the company’s internal control system. The internal control evaluation report issued by the company meets the requirements of the rules for the preparation and reporting of information disclosure of companies offering securities to the public No. 21 – General Provisions on annual internal control evaluation report, truly, objectively and comprehensively reflects the actual situation of the company’s internal control, and the company’s internal control is reasonable and effective.
5. Performance of directors and senior managers
During the reporting period, the board of supervisors supervised the behavior of the directors and senior managers of the company in performing their duties. All directors and senior managers of the company fulfilled their duties and duties diligently, actively paid attention to the company’s operation and management, financial status and major matters, United and worked hard to promote the sustainable, stable and healthy development of the company’s production and operation, There is no violation of laws, administrative regulations, articles of association or resolutions of the general meeting of shareholders and the board of directors, and there is no behavior damaging the interests of the company and all shareholders.
6. External guarantee
By the end of the reporting period, the company had no external guarantee.
7. Related party transactions
During the reporting period, the decision-making procedures of all related party transactions of the company comply with relevant laws, regulations, the articles of association and other relevant provisions. There is no non-standard or illegal situation in the decision-making procedures, information disclosure and transaction pricing of related party transactions, and there is no damage to the interests of the company and all shareholders.
8. Management of insider information
The board of supervisors believes that the company’s procedures for the circulation of inside information, the registration and management of information insiders, and the reporting, transmission, review and disclosure of major events are strictly in accordance with the relevant provisions of the management and filing system of inside information and insiders; In the daily operation, the company strictly controls the approval procedures for the circulation of inside information, controls the insiders within the minimum range, and submits the insider files to the regulatory authorities in a true, accurate and complete manner as required.
9. Major acquisition and sale of assets
During the reporting period, the company had no major acquisitions and sales of assets.
10. Profit distribution of the company
The proposal and approval procedures of the company’s profit distribution plan comply with the provisions of relevant laws and regulations and the articles of association, fully consider the comprehensive factors such as the company’s business status, daily production and operation needs and future development capital needs, match with the company’s actual business performance and the company’s development plan, which is conducive to the normal operation and healthy development of the company and has legitimacy Compliance and rationality are in line with the interests of the company and all shareholders.
11. Information disclosure
The company has established management systems on information disclosure, such as the management system of information disclosure affairs and the working system of the Secretary of the board of directors. During the reporting period, the company carried out information disclosure in strict accordance with the above systems, and the information disclosure was true, accurate, complete, timely, fair, concise, clear and easy to understand.
The board of supervisors has no objection to the supervision matters in 2021.
In 2022, the board of supervisors of the company will continue to strictly comply with the company law, the articles of association, the rules of procedure of the board of supervisors and relevant national laws and regulations, take safeguarding and protecting the interests of the company and shareholders as its own responsibility, faithfully perform the duties of the board of supervisors with an objective, fair, realistic and pragmatic attitude, and do a good job in the deliberation of various proposals, especially the review of periodic reports; Supervise the implementation of the resolutions of the board of directors and the general meeting of shareholders and the performance of directors and senior managers; Strengthen communication and coordination with the board of directors and management, pay attention to the construction of the company’s risk management and internal control system, strengthen the supervision and inspection of the company’s finance and other major matters, further promote the standardized operation of the company, prevent business risks, promote the company to improve the enterprise management level, promote the sustainable, stable and healthy development of the company, and effectively safeguard the legitimate interests of the company and all shareholders.
Guangdong Tapai Group Co.Ltd(002233) board of supervisors
March 14, 2022
