Changying Xinzhi Technology Co.Ltd(002664)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”) strictly complied with the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, adhered to the principle of good faith, earnestly performed their supervisory duties in order to effectively safeguard the interests of the company and the rights and interests of all shareholders, and understood and mastered the company’s business decisions through attending and attending the board of directors, the general meeting of shareholders and the manager’s office meeting Investment plan, production and operation, supervised the due diligence of the company’s directors, general manager and other senior managers, and safeguarded the interests of the company and the legitimate rights and interests of all shareholders. The work of the board of supervisors in 2021 is as follows:
1、 Basic evaluation of the company’s operation and management behavior and performance in 2021
1. All members of the board of supervisors attended the meeting of the board of supervisors held on site and attended the board of directors and the general meeting of shareholders as nonvoting delegates.
2. All shareholders’ meetings were attended by supervisors, who supervised the votes as the scrutineer.
In 2021, the board of supervisors of the company strictly followed the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, abided by the principle of good faith, and earnestly performed its supervisory duties from the perspective of earnestly safeguarding the interests of the company and the rights and interests of all shareholders. After attending the board of directors and the general meeting of shareholders as nonvoting delegates, it is believed that the board of directors has conscientiously implemented the resolutions of the general meeting of shareholders, faithfully fulfilled the obligation of good faith, and there has been no behavior damaging the interests of the company and shareholders. All resolutions of the board of directors meet the requirements of the company law and other laws and regulations and the articles of association of the company. The board of supervisors supervised the company’s production and operation activities during the term of office, and believed that the company’s operation and management team was diligent and conscientious, earnestly implemented various resolutions of the board of directors, and there was no illegal operation in the operation.
2、 Meetings of the board of supervisors in 2021
During the reporting period, the company held 7 meetings of the board of supervisors. The convening, proposal, attendance, discussion, voting, resolution and meeting minutes of the board of supervisors were operated in strict accordance with the requirements of the company law, the articles of association and the rules of procedure of the board of supervisors. The meeting was held as follows:
Time session matters
The 4th board of directors in February 2021 1 1. Proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary
At the 9th meeting on June 6, 2. Proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2021
3. Proposal for the general meeting of shareholders of the company to authorize the board of directors to handle the company’s restricted stock incentive plan in 2021
Proposal on relevant matters
4. Proposal on the company’s purchase of assets and the proposed establishment of wholly-owned subsidiaries through foreign investment
5. Proposal on canceling the company’s purchase of production equipment and authorizing the chairman to sign relevant contracts
The 4th board of directors in March 2021 1. Proposal on granting restricted shares to incentive objects for the first time
10th meeting 1 January
1. Proposal on financial final accounts in 2020
2. Proposal on 2020 profit distribution plan
3. Proposal on self evaluation report of internal control in 2020
4. Proposal on the occupation of the company’s funds by controlling shareholders and related parties
5. Proposal on the company’s plan to renew the appointment of accounting firm
6. Proposal on the work report of the board of supervisors in 2020
7. Proposal on 2020 annual report and summary
The 4th board of directors in April 2021 8. Proposal on the report and summary of the first quarter of 2021
The 11th meeting on September 14 9. Proposal on applying for comprehensive credit line from banks in 2021
10. Proposal on guarantee provided by the company for subsidiaries
11. Proposal on carrying out forward foreign exchange settlement business in 2021
12. Proposal on self inspection form for the implementation of internal control rules
13. Proposal on the company’s use of its own idle funds to purchase bank short-term financial products
14. Proposal on repurchase and cancellation of restricted shares held by some equity incentive objects that have been granted but not unlocked
15. Proposal on reducing registered capital and amending the articles of Association
16. Proposal on purchasing directors, supervisors and senior managers liability insurance
1. Proposal on repurchase and cancellation of restricted shares held by some equity incentive objects that have been granted but not unlocked
The 4th board of directors in July 2021 2. Proposal on reducing registered capital and amending the articles of Association
The 12th meeting on June 20 3. Proposal on leasing plant and related party transactions of the wholly-owned subsidiary Chengdu Changying Xinzhi Technology Co.Ltd(002664) Motor Co., Ltd. 4. Proposal on leasing some plant and related party transactions of the company
5. Remuneration management system for directors, supervisors and senior managers
August 2021 4th board of directors 1. Proposal on the company’s 2021 semi annual report and summary
13th meeting 9 September
The 4th board of directors in September 2021 1 1. Proposal on granting reserved restricted shares to incentive objects
14th meeting 1 January
The 4th board of directors in October 2021 1 1. Proposal on the company’s report for the third quarter of 2021
The 15th meeting on June 15 2. Proposal on the acquisition of some assets and related party transactions of Pujiang County Wuhu Token Sciences Co.Ltd(300088) Development Co., Ltd
3、 Independent opinions of the board of supervisors
1. Legal operation of the company
During the reporting period, the company operated in accordance with relevant national laws and regulations, the provisions of the articles of association and the resolutions and authorizations of the general meeting of shareholders and the board of directors, and the corporate governance structure and internal control system were relatively standardized and reasonable; The company’s major decisions are scientific and reasonable, and the decision-making procedures are legal; The directors and senior managers of the company are diligent in performing their duties and have not found any acts in violation of laws and regulations, the articles of association or damaging the interests of the company and the legitimate rights and interests of shareholders.
In this regard, the board of supervisors affirmed and hoped that the directors and senior managers would further standardize the operation in the process of major decision-making and operation and management in the future, so as to prevent acts damaging the interests of the company and shareholders.
2. Check the company’s financial situation
In 2021, the board of supervisors of the company carefully inspected the company’s financial system and financial status, and believed that the company had established a financial management system suitable for the company in accordance with the accounting standards, accounting system and relevant requirements. It believed that the company’s financial management and internal control system were sound, there were no major omissions and false records in the accounting, and the company’s financial status and operating results were good. The company’s 2021 financial report truly and objectively reflects the company’s financial situation and operating results. The standard unqualified 2021 audit report issued by Dahua Certified Public Accountants (special general partnership) for the company is objective and true.
3. Acquisition and sale of assets by the company
The appraisal report on the acquisition of the assets of the company was reviewed and determined by the appraisal department of the assets of the company, The company acquired some assets (including land and plant) of Pujiang County Wuhu Token Sciences Co.Ltd(300088) Development Co., Ltd. with its own capital of no more than 50 million yuan through its wholly-owned subsidiary Chengdu Xinzhi Technology Co., Ltd. In addition to the above matters, there are no other acquisitions and sales of assets, so there are no insider trading, loss of company assets and other damage to the shareholders’ rights and interests of the company.
4. Related party transactions
The board of supervisors supervised and verified the related party transactions of the company in 2021 and held that during the reporting period, the decision-making procedures of the related party transactions of the company met the provisions of relevant laws, regulations and the articles of association, the related party transactions were fair and fair, and there was no insider trading or other damage to the interests of the company and non related shareholders.
5. Use of raised funds
In 2021, the company did not use the raised funds.
6. External guarantee
In 2021, the company did not provide any guarantee other than the holding subsidiary. The cumulative amount of guarantee actually provided for the subsidiary (still in the guarantee period) was 923758 million yuan, including 565545 million yuan for the wholly-owned subsidiary Zhejiang Xinge refrigeration equipment Technology Co., Ltd. and 358213 million yuan for the holding subsidiary Zhejiang Dahang Technology Co., Ltd.
7. Internal control
The board of supervisors reviewed the internal control self-evaluation report prepared by the board of directors and held that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
8. Establishment and implementation of insider information management system by the company
The board of supervisors believes that the company has established a relatively perfect and complete insider information management system, which meets the requirements of relevant national laws and regulations and the actual needs of the company’s production and operation management, and can be effectively implemented. This year, the company strictly implemented the insider information insider management system and implemented the registration management of insider information. The company did not violate the rules of insider information or cause serious impact or loss to the company, effectively controlled and prevented the risk of disclosure and protected the interests of investors, especially small and medium-sized investors.
4、 Key work of the board of supervisors in 2022
In 2022, the board of supervisors will continue to be responsible to all shareholders, take safeguarding shareholders’ rights and interests as the highest goal, and fully support and cooperate with shareholders with an objective, fair, realistic and pragmatic attitude, faithfully perform the supervision function, improve the corporate governance structure and improve the level of corporate governance.
Changying Xinzhi Technology Co.Ltd(002664) board of supervisors
March 18, 2022
