Cngr Advanced Material Co.Ltd(300919)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”) issued certificates in accordance with the company law and
The securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, in the attitude of being responsible to all shareholders,
Conscientiously perform the functions, powers and obligations conferred by laws and regulations. Members of the board of supervisors attend the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates
Supervise the decision-making procedures and compliance of the company’s major matters, and review the company’s financial status and the preparation of financial reports
Inspect and supervise the performance of directors and senior managers, and give full play to the functions of the board of supervisors. Now for the year 2021
The main work report of the meeting is as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors of the company held eight meetings, as follows:
Proposal on the date of the session
1. Proposal on signing Cngr Advanced Material Co.Ltd(300919) Beibu Gulf Industrial base project investment contract with Qinzhou Municipal People’s Government
2. Proposal on the establishment of wholly owned subsidiaries
3. Proposal on the company’s daily connected transaction plan in 2021
The first board of supervisors April 2021 Proposal on using raised funds to replace paid issuance expenses and self raised funds invested in raised investment projects in advance
6th meeting 20 January Proposal on the company and its subsidiaries to apply to the bank / financial leasing platform for comprehensive credit (including financial leasing) line and guarantee, and the controlling shareholders, actual controllers and their related parties to provide related party guarantee for the company
6. Proposal on using some idle raised funds to temporarily supplement working capital
7. Proposal on the management of idle funds raised
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on the company’s 2020 annual audit report
3. Proposal on the company’s 2020 annual report and its summary
4. Proposal on the special report on the deposit and use of the company’s raised funds in 2020
The first board of supervisors may 2021 Proposal on the company’s internal control self-evaluation report in 2020
7th meeting 7 April 6 Proposal on the company’s internal control assurance report in 2020
7. Proposal on the occupation of funds by the company’s controlling shareholders and other related parties in 2020
8. Proposal on the company’s 2020 annual financial statement report
9. Proposal on the company’s 2020 profit distribution plan
10. Proposal on the renewal of audit institutions in 2021
11. Proposal on the remuneration scheme of the company’s supervisors in 2021
12. Proposal on the change of accounting policies of the company
13. Proposal on the company’s hedging plan in 2021
The first board of supervisors in 2021
Proposal on the company’s report for the first quarter of 2021
8th meeting 23 April
1. Proposal on the company meeting the conditions for issuing shares to specific objects
2. Proposal on the company’s plan to issue shares to specific objects in 2021
3. Proposal on the company’s stock issuance plan to specific objects in 2021
4. Proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects in 2021
The first board of supervisors in 2021
5. Proposal on the feasibility analysis report on the use of funds raised by issuing shares to specific objects in 2021
9th meeting 24 June
6. Proposal on the report on the use of the company’s previously raised funds
7. Proposal on diluting the immediate return of the company’s issuance of shares to specific objects, the filling measures to be taken by the company and the commitments of relevant subjects
8. Proposal on shareholder return planning of the company in the next three years (20212023)
The first board of supervisors January 2021 Proposal on the company’s 2021 semi annual report and its summary
10th meeting 25 August 2 Proposal on the special report on the deposit and use of the company’s raised funds in the half year of 2021
The first board of supervisors in 2021
Proposal on the third quarter report of the company in 2021
11th meeting October 26
1. On the proposal of the company and its subsidiaries to apply to the bank / financial leasing platform for increasing the line of comprehensive credit (including financial leasing) and undertaking the first session of the board of supervisors in 2021
Proposal on guarantee and related party guarantee provided by controlling shareholders, actual controllers and their related parties for the company
12th meeting 22 November
2. Proposal on overseas bonds to be issued by overseas wholly-owned subsidiaries and guaranteed by the company
1. Proposal on using raised funds to increase capital and borrow from wholly-owned subsidiaries to implement raised investment projects
The first board of supervisors February 2021 Proposal on using raised funds to replace paid issuance expenses and self raised funds invested in raised investment projects in advance
13th meeting 9 December 3 Proposal on applying for credit loans from financial institutions and providing guarantee for the company by subsidiaries
4. Proposal on signing investment agreement with Kaiyang County People’s Government
2、 Review opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, the board of supervisors of the company in accordance with the company law, the securities law, the articles of association and the board of supervisors of the company
In accordance with the rules of procedure and other relevant provisions, earnestly perform the supervision duties, and express the following audit opinions on the relevant matters of the company in 2021
See:
1. Legal operation of the company
During the reporting period, the company’s supervisors attended the board of directors and shareholders’ meeting held by the company as nonvoting delegates, and supervised the convening procedures, resolution matters, decision-making procedures, the implementation of the resolutions of the board of directors and shareholders’ meeting, the performance of the company’s directors and senior managers and the company’s internal control system in accordance with relevant laws and regulations.
The board of supervisors believes that the company operates in strict accordance with relevant laws and regulations and the articles of Association; The operation of the general meeting of shareholders and the board of directors of the company is standardized, the decision-making procedures are legal and compliant, and the contents of resolutions are legal and effective; When performing their duties, the directors and senior managers of the company do not violate the relevant provisions of laws and regulations and the articles of association, or damage the interests of the company and shareholders.
2. Financial situation of the company
After the board of supervisors reviewed the company’s financial status and financial management during the reporting period, the board of supervisors considered that the company had sound financial system, sound internal control mechanism and good financial status. The financial report truthfully and objectively reflects the company’s financial situation and operating results, and the content of the report does not contain any false records, misleading statements or major omissions.
3. Opinions on the self-evaluation report of internal control
The board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented to ensure the orderly and effective development of the company’s business activities. The evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. The board of supervisors has no objection to the internal control self-evaluation report issued by the board of directors.
4. Opinions on profit distribution plan
The board of supervisors believes that the profit distribution plan for 2021 formulated by the board of directors of the company takes full account of the company’s operating conditions, future development needs and shareholders’ return on investment, and complies with the relevant laws and regulations such as the company law, accounting standards for business enterprises, regulatory guidelines for listed companies No. 3 – cash dividends of listed companies and the relevant provisions of the articles of association, It is conducive to the sustainable operation and healthy development of the company, and there is no damage to the interests of the company and all shareholders.
5. Funds occupied by controlling shareholders and other related parties of the company
The board of supervisors verified that the controlling shareholders and other related parties of the company did not occupy the company’s funds in violation of regulations.
6. Opinions on confirmation of daily connected transactions in 2021
The board of supervisors believes that: the daily connected transactions in 2021 are the normal business needs of the company, the pricing of connected transactions follows the principle of fair market pricing, and there is no situation that damages the legitimate rights and interests of the company and shareholders, especially small and medium-sized shareholders; The relevant decision-making procedures are legal and comply with the Shenzhen Stock Exchange GEM Listing Rules and the relevant provisions of the company.
7. Use of raised funds
After consulting the bank statements and financial vouchers related to the raised funds, attending the meetings of the board of directors as nonvoting delegates and on-site inspection, the board of supervisors held that in 2021, the company’s use and management of the raised funds were in strict accordance with the requirements of the raised funds management system, and the use of the raised funds met the comprehensive needs of the investment projects of the raised funds, There is no illegal use of the raised funds. The use of the raised funds does not conflict with the implementation plan of the investment project invested by the raised funds, and there is no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
3、 Main work of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to strictly implement the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies’ self regulatory guidelines No. 2 – standardized operation of GEM listed companies and the company’s Charter and other relevant provisions, in line with the principle of being responsible to all shareholders, Earnestly perform the functions and powers conferred by laws and regulations and safeguard the legitimate rights and interests of the company, all shareholders and employees:
1. The company’s board of supervisors and internal audit will promote the standardized operation of the company and effectively prevent business risks through the supervision and inspection of the company’s legal operation, financial management, internal control, risk management, major decision-making and other matters, and maintain good communication with the internal audit department and external audit institutions.
2. The board of supervisors of the company will continue to strengthen the construction and improvement of its ability to perform its duties, participate in targeted learning and training related to laws and regulations, corporate governance, financial management and internal control construction, and improve its professional ability and ability to perform its duties, so as to give better play to the supervision function of the board of supervisors and improve the level of supervision.
3. The board of supervisors of the company will continue to strengthen the supervision of the board of directors and senior managers, urge the company to further improve the corporate governance structure, safeguard the legitimate rights and interests of the company and all shareholders, and strive to improve the level of corporate governance and standardized operation.
Cngr Advanced Material Co.Ltd(300919) board of supervisors March 14, 2002
