Profit Cultural & Creative Group Co.Ltd(300640)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors conscientiously performed the functions of the board of supervisors and supervised the relevant situation of the company in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the articles of association and the rules of procedure of the board of supervisors. The work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors in 2021
In 2021, the board of supervisors of the company held 9 meetings, and all supervisors attended the on-site meeting. The specific meetings are as follows:
On January 20, 2021, the company held the first meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on by election of non employee representative supervisors.
On March 5, 2021, the company held the second meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on electing the chairman of the Fourth Board of supervisors.
On April 20, 2021, the company held the third meeting of the Fourth Board of supervisors, which deliberated and approved two proposals: the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries and the proposal on using some idle raised funds for cash management of wholly-owned subsidiaries.
On April 26, 2021, the company held the fourth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on the company’s 2020 annual report and its summary, the proposal on the company’s 2020 annual financial statement report, the proposal on the company’s 2020 work report of the board of supervisors, and the proposal on the company’s 2020 profit distribution plan The proposal on the self-evaluation report on the company’s internal control in 2020, the proposal on hiring the company’s financial audit institution in 2021, the proposal on the special report on the storage and actual use of the company’s raised funds in 2020, and the proposal on adjusting the amount of raised funds to be invested in the investment projects of raised funds The proposal on using raised funds to provide loans to wholly-owned subsidiaries to implement raised investment projects, the proposal on wholly-owned subsidiaries to increase the amount of cash management using some idle raised funds, the proposal on the company’s report for the first quarter of 2021, and the proposal on carrying out forward foreign exchange trading business.
On June 3, 2021, the company held the fifth meeting of the Fourth Board of supervisors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital. On August 27, 2021, the company held the 6th meeting of the 4th board of supervisors, deliberated and passed the proposal on the company’s 2021 semi annual report and its summary, the proposal on the special report on the deposit and actual use of the company’s 2021 semi annual raised funds, and the proposal on the company’s application for comprehensive credit and provision of mortgage guarantee to the bank The proposal on the controlling shareholder providing related party guarantee for the company’s application for comprehensive credit from the bank has four proposals.
On October 21, 2021, the company held the 7th Meeting of the 4th board of supervisors, deliberated and adopted the proposal on share repurchase scheme of the company.
On October 28, 2021, the company held the 8th meeting of the 4th board of supervisors, deliberated and adopted the proposal on the third quarter report of the company in 2021.
On November 30, 2021, the company held the 9th meeting of the 4th board of supervisors, deliberated and passed the proposal on leasing office space and related party transactions from related parties, the proposal on the extension of some raised investment projects, the proposal on repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan The proposal on adjusting the repurchase price and repurchase quantity of restricted shares in the 2018 restricted stock incentive plan has four proposals. 2、 Inspection of the board of supervisors on relevant matters of the company
(I) legal operation of the company
In 2021, in accordance with the company law and other laws, regulations, normative documents and the articles of association, the board of supervisors supervised and inspected the convening procedures of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the performance of directors and senior managers, the internal system of the company and other matters, All supervisors believe that the board of directors of the company can conscientiously implement the relevant resolutions of the general meeting of shareholders and operate in accordance with the provisions of the company law and other laws, regulations, normative documents and the articles of association, the decision-making procedures are legal, the directors, general manager and other senior managers of the company can perform their duties faithfully and diligently, and no violation of relevant laws and regulations is found Laws and regulations, normative documents and the articles of association or acts that damage the interests of the company and shareholders.
(II) financial situation of the company
In 2021, through the inspection of the company’s financial system and financial status, the board of supervisors believed that the company’s financial system was sound, the financial operation was standardized and the financial status was good. The board of directors and the management did not violate the financial system, exceed the approval authority and damage the interests of the company in the standardized operation and management of the company.
(III) use of funds raised by the company
The board of supervisors 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 provisions of the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and disclosed the storage and actual use of the raised funds in a timely, true, accurate and complete manner, There is no illegal use of the raised funds.
(IV) related party transactions of the company
The related party transactions of the company meet the actual production and operation needs of the company, the pricing of related party transactions is fair, the procedures are in compliance, and there is no situation that damages the interests of the company and minority shareholders.
(V) internal control inspection of the company
The board of supervisors reviewed the construction and operation of the company’s internal control system and believed that the company had established and improved the internal control system and formed a scientific decision-making mechanism, implementation mechanism and supervision mechanism. The self-evaluation report of the company’s internal control in 2021 truly and accurately reflects the construction and operation of the company’s internal control system.
3、 2022 annual work plan of the board of supervisors of the company
2022 is the fifth year for the company to become a listed company, and the relevant corporate governance structure and management system need to be further improved. In 2022, the board of supervisors will continue to strictly comply with the provisions of the company law and other laws and regulations, the articles of association and the rules of procedure of the board of supervisors, earnestly perform their duties in the spirit of being responsible to all shareholders, attend the board of directors as nonvoting delegates, supervise the legality and compliance of the resolutions and decision-making procedures of the board of directors, carefully review the periodic reports prepared by the board of directors, inspect the company’s finance, and supervise the directors The senior managers shall correct any violation of relevant laws, regulations and normative documents, the articles of association or the resolutions of the general meeting of shareholders when performing their duties.
It is hereby reported.
Profit Cultural & Creative Group Co.Ltd(300640) board of supervisors
March 18, 2022
