Zhejiang Taitan Co.Ltd(003036)
Work report of the board of supervisors in 2021
In 2021, Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as “the company”) board of supervisors, with the joint efforts and cooperation of all supervisors, in accordance with the requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations and relevant systems, and in the attitude of being responsible to all shareholders, scrupulously performed their duties, earnestly fulfilled their rights and obligations, and actively carried out relevant work, Attended all meetings of the board of directors and general meetings of shareholders as nonvoting delegates, and supervised the operation of the company according to law and the performance of duties of directors and senior managers of the company, safeguarded the legitimate rights and interests of the company and shareholders, and promoted the standardized operation of the company. The work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors of the company held five meetings of the board of supervisors, and the notice, convening, convening and resolution of the meeting met the requirements of relevant laws and regulations, the articles of association and the rules of procedure of the board of supervisors. The specific meetings of the board of supervisors are as follows:
Opening time of the preliminary meeting and matters to be considered at the session
number
1. Proposal on using the raised funds to replace the self raised funds invested in the raised investment projects 1 at the second meeting of the ninth board of supervisors on March 11, 2021 and the paid issuance expenses; 2. Proposal on using some idle raised funds for cash management
1. Proposal on reviewing the work report of the board of supervisors in 2020; 2. Proposal on reviewing the general manager’s work report of the company in 2020; 3. Proposal on deliberation of the company’s 2020 annual financial statement report; 4. Evaluation report on internal control of the company in 2020 and self inspection form for the implementation of internal control rules of the company in 2020;
5. Proposal on reviewing the company’s 2020 annual report and its summary; 6. Proposal on reviewing the plan for the third meeting of the ninth board of supervisors on April 14, 2021; 7. Proposal on reappointment of the company’s audit institution in 2021; 8. Proposal on reviewing the company’s application for credit line from the bank and providing guarantee in 2021; 9. Proposal on reviewing the company’s application for buyer’s credit line from the bank and providing guarantee liability; 10. Proposal on reviewing the confirmation of the company’s daily connected transactions in 2020 and the prediction of daily connected transactions in 2021; 11. Proposal on changes in accounting policies; 12. Proposal on using idle self owned funds for cash management
3. Proposal on reviewing the full text and text of the company’s report for the first quarter of 2021 at the fourth meeting of the ninth board of supervisors on April 26, 2021
4. The fifth meeting of the ninth board of supervisors on August 19, 2021 1 1. Proposal on reviewing the company’s 2021 semi annual report and its summary; 2. Deposit of raised funds in the half year of 2021
Special report on and use
1. Proposal on Amending the rules of procedure of the board of supervisors; 2. 5. Proposal on by election of non employee representative supervisors of the company at the sixth meeting of the ninth board of supervisors on October 22, 2021; 3. Proposal on reviewing the third quarter report of the company in 2021
Note: all the above proposals were passed.
2、 Participation in the board of directors and general meeting of shareholders
In 2021, the members of the board of supervisors of the company attended the board of directors for 5 times and the general meeting of shareholders of the company for 2 times. It supervised the legality and compliance of the meeting decision-making procedures, the implementation of resolutions, the information disclosure of major matters, the performance of directors and senior managers, and the implementation of relevant securities regulatory requirements.
3、 Changes of the board of supervisors
Mr. Zhang Mingfa, a non employee representative supervisor of the board of supervisors of the company, resigned as a supervisor of the ninth board of supervisors of the company for personal reasons and no longer held any position of the company after his resignation. In accordance with the relevant provisions of the company law, the articles of association, the guidelines for the governance of listed companies and other laws, regulations and systems, in order to ensure the normal operation of the board of supervisors, Mr. Wang Yajin was elected as the non employee representative supervisor of the ninth board of supervisors of the company after being recommended by the company’s shareholder Xinchang Rongtai Investment Co., Ltd., agreed by the nominee and deliberated and approved by the company’s board of supervisors and the general meeting of shareholders, The term of office starts from the date of deliberation and approval by the general meeting of shareholders of the company to the date of expiration of the ninth board of supervisors.
4、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021
In line with the attitude of being responsible to the company and shareholders, the board of supervisors conscientiously performed the duties entrusted by relevant laws and regulations in 2021, and carried out supervision on the company’s implementation of the resolutions of the board of directors and the general meeting of shareholders, the company’s financial status, related party transactions, external guarantees Comprehensively inspected and supervised internal control and regular reports, exercised relevant functions and powers stipulated in the articles of association with due diligence, and safeguarded the legitimate rights and interests of the company and shareholders. The opinions on the relevant situation of the company during the reporting period are as follows:
1. Legal operation of the company
The company’s decision-making procedures followed the provisions of the company law, the securities law and other laws and regulations and the articles of association, the internal control system was relatively perfect, the information disclosure was timely and accurate, the operation of the board of directors was standardized, the decision-making was reasonable and the procedures were legal, and the resolutions of the general meeting of shareholders were carefully implemented; All directors and senior managers of the company abide by discipline and law, are loyal to their duties, are diligent and conscientious, strictly abide by the provisions of national laws and regulations, the articles of association and the company’s internal control system, and do not violate laws and regulations, the articles of association or damage the interests of the company and all shareholders when performing their duties.
2. Check the financial status of the company
The board of supervisors supervised and inspected the company’s financial system and financial situation, and considered that the financial system was sound, the financial operation was standardized and the financial situation was stable; The financial report truthfully, accurately and completely reflects the company’s financial situation, operating results and cash flow, and there are no false records, misleading statements or major omissions; The standard unqualified audit report issued by Lixin Certified Public Accountants (special general partnership) for the 2021 annual report of the company truly and accurately reflects the financial situation of the company.
3. Related party transactions of the company
The related party transactions of the company in 2021 followed the principles of fairness, impartiality and marketization, and effectively implemented the provisions on avoidance of voting by related directors and shareholders, The trading and decision-making procedures comply with the relevant provisions of the company law, the stock 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, the articles of association and the company’s decision-making system for related party transactions. The transaction pricing is fair and reasonable without adverse impact on the company’s business activities, There is no situation that damages the interests of the company and minority shareholders.
4. Use of raised funds
In strict accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and the company’s management system for raised funds, the company has effectively supervised and managed the storage and use of raised funds, so as to ensure the construction of investment projects with raised funds. The information disclosure related to the deposit and use of raised funds was in compliance, and no violation of laws and regulations and damage to the interests of the company and shareholders were found.
5. Fund occupation and external guarantee of related parties of the company
In strict accordance with relevant regulations, the company has not occupied the company’s funds by controlling shareholders and other related parties, has not committed any illegal external guarantee, and has not damaged the interests of the company and shareholders.
6. Profit distribution of the company
The proposal and review procedures of the company’s profit distribution plan comply with the provisions of relevant laws, 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 the actual business performance of the company, conform to the company’s development plan, and are conducive to the normal operation and healthy development of the company Compliance and rationality are in line with the interests of the company and all shareholders.
7. Comments on the self-evaluation report of internal control
According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, following the basic principles of internal control and according to its own actual situation, the company has modified and improved various internal control systems and systems, which have been effectively implemented to ensure the normal operation of the company’s business activities and protect the safety and integrity of the company’s assets. The company’s internal control evaluation report truly and completely reflects the current situation of the establishment, improvement and implementation of the company’s internal control system, meets the needs of the company’s internal control, and the overall evaluation of internal control is objective and accurate.
8. Establishment and implementation of insider information management system by the company
According to the requirements of relevant laws and regulations, the company has formulated the registration management system for insiders of inside information and strictly implemented the system. In 2021, the relevant systems of the company were well implemented, and there was no case that insiders used insider information to buy and sell the company’s shares before the disclosure of major sensitive information affecting the company’s share price, nor was it investigated and required to be rectified by the regulatory authorities.
9. Information disclosure of the company
The information disclosure work of the company strictly abides by the rules and regulations such as the stock listing rules of Shenzhen Stock Exchange, 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 internal control system such as the management system of information disclosure affairs of the company, and has actively fulfilled the obligation of information disclosure, There are no false records, misleading statements or major omissions in information disclosure.
10. Review of periodic reports
The board of supervisors reviewed the company’s periodic report prepared by the board of directors. The board of supervisors believed that the procedures for the preparation and review of the company’s periodic report by the board of directors were in line with laws, administrative regulations and the provisions of the CSRC. The content of the report truly, accurately and completely reflected the actual situation of the company, and there were no false records, misleading statements or major omissions.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will actively adapt to the new requirements of the company’s development, expand working ideas, and continue to follow the company law, the securities law, the Listing Rules of the main board of Shenzhen Stock Exchange The guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association, the rules of procedure of the board of supervisors and the provisions and requirements of relevant laws, regulations and systems, scrupulously abide by their duties, faithfully and diligently perform their supervision duties, and actively give full play to the independent role of the board of supervisors in corporate governance, risk management and internal control. Do a solid job in all aspects, comprehensively and effectively supervise and verify the company’s legal operation, financial status, use of raised funds, related party transactions, external guarantees and other major matters, promote and ensure the healthy, stable and sustainable development of the company, and earnestly safeguard and protect the legitimate rights and interests of the company and all shareholders.
Zhejiang Taitan Co.Ltd(003036) board of supervisors
