Quakesafe Technologies Co.Ltd(300767)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors earnestly performed its supervisory duties in strict accordance 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, in order to effectively safeguard the interests of the company and the rights and interests of minority shareholders. Now, the work of the board of supervisors for one year is reported as follows, and all supervisors are invited to review it:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 7 meetings, and the convening procedures met the requirements of relevant laws and regulations. The details are as follows:
Date of meeting title of proposal and resolution of the session
The proposal on the company's incentive to the 2020 restricted stock incentive plan and the proposal on granting restricted shares to the objects of the third meeting of the board of supervisors on February 4, 2021 were considered and passed by all the third supervisors
1. On the issue of convertible corporate bonds by the company to unspecified objects
Proposal on implementation plan; All the third supervisors 2 Proposal on the issuance of convertible corporate bonds by the company to unspecified objects and the fourth listing on March 9, 2021; All considered 3 Proposal on the company's issuance of convertible corporate bonds to unspecified objects, opening a special account for raised funds and signing an agreement on the supervision of raised funds.
1. Discussion on the work report of the board of supervisors in 2020
Case;
2. Proposal on the company's 2020 financial final accounts report; All the third supervisors 3. Proposal on the company's 2020 annual report and its summary; Proposal at the fifth meeting of the meeting on April 22, 2021 4. The 2020 profit distribution and capital reserve conversion to share capital plan were reviewed 5. The proposal on the renewal of the company's 2021 audit institution 6. The proposal on the company's 2020 internal control self-evaluation report
7. On the deposit and use of the company's raised funds in 2020
Special report on
8. On replacing the investment items of raised funds invested in advance with raised funds
Proposal for self owned funds
9. On the use of some idle raised funds and idle self owned funds
Proposal on cash management of the bank
10. Proposal on developing futures hedging business
11. Proposal on the first quarter report of the company in 2021
1. Proposal on increasing capital and controlling all the third supervisors of Changzhou Green Power Machinery Manufacturing Co., Ltd. proposal 2 The proposal on adjusting the deliberation qualification of the number and price of equity incentive plan in 2020 was passed
The preparation of the company's 2021 semi annual report and its summary all the third session of supervisors 1. The proposal and the explanation of the seventh meeting of the board of supervisors on August 26, 2021 were considered 2 The proposal on the special report on the general situation of the deposit and use of the company's raised funds in the half year of 2021 has been passed
All the proposals of the third session of the board of supervisors and the proposal on the third quarter report of the company in 2021 at the eighth meeting of the board of directors on October 28, 2021 were considered and passed
All the proposals of the third session of the board of supervisors and the proposal on the extension of some investment projects with raised funds at the ninth meeting of the board of supervisors on December 24, 2021 were considered and passed
2、 Review opinions of the board of supervisors on relevant matters of the company
(I) legal operation of the company
In 2021, by attending the board of directors and the general meeting of shareholders, the board of supervisors supervised the decision-making procedures of the board of directors, the resolutions made, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the establishment and implementation of the company's internal control system and the performance of senior managers.
The board of supervisors believes that the board of directors of the company can perform its duties in accordance with the provisions of the company law, the securities law, the articles of association and other laws and regulations, and the decision-making procedures and resolutions are legal; It is not found that the directors and senior executives of the company have violated national laws, administrative regulations and the provisions of the articles of association or committed acts that damage the interests of the company and shareholders when performing their duties.
(II) check the financial situation of the company
In 2021, the board of supervisors reviewed the company's 2020 annual report, the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021; Carefully inspected the company's financial status and current financial system, and carefully reviewed the company's 2021 annual report and other accounting materials.
The board of supervisors considers that the company's financial records and accounting results are good, and the board of supervisors considers that the company's internal control system is not false, and the company's financial results are not in good condition. The content and format of the company's periodic reports are prepared in strict accordance with the national financial regulations, the relevant provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. The relevant financial data of the company's 2021 financial report has been audited by the audit institution, which can objectively, truly and fairly reflect the company's financial status and operating results in 2021.
(III) opinions on cash management using some idle raised funds and idle self owned funds
The board of supervisors of the company issued opinions on the company's use of some idle raised funds and idle self owned funds for cash management.
The board of supervisors believes that on the premise of ensuring the normal operation of the company and the capital demand and capital safety of the investment projects with raised funds, the company uses some idle raised funds and idle self owned funds for cash management, and adheres to standardized operation, value preservation and appreciation and risk prevention, which will not affect the normal production and operation of the company and the construction of investment projects with raised funds, and can improve the efficiency of capital use, Obtain good return on investment for the company and shareholders.
(IV) opinions on the self-evaluation report of the company's internal control
The board of supervisors of the company reviewed the self-evaluation report on internal control in 2021 and the construction and operation of the company's internal control system.
The board of supervisors held that in 2021, the company continued to improve the corporate governance structure and established a relatively perfect internal control system and an internal control environment for standardized operation in accordance with the relevant provisions of the company law, the securities law, the articles of association and the basic norms of internal control. The establishment of the company's internal control system has played a good role in risk prevention and control of all links of the company's operation and management, ensured the legal compliance of operation and management and asset safety, ensured the authenticity and integrity of financial reports and relevant information, and the company's internal control system meets the actual needs of the current company's production and operation. The self-evaluation report of the company's internal control objectively reflects the actual situation of the company's internal control.
(V) acquisition and sale of assets by the company
In 2021, the company increased the capital of Changzhou Green Power Machinery Manufacturing Co., Ltd. with cash of 50 million yuan to obtain 66.67% equity. Changzhou green became the holding subsidiary of the company and was included in the scope of the company's consolidated statements. The board of supervisors has supervised the board of directors' implementation of corresponding decision-making procedures and information disclosure, and believes that the acquisition complies with the current company law of the people's Republic of China, securities law of the people's Republic of China, measures for the administration of capital increase and holding of listed companies and other relevant laws and regulations, as well as the articles of association. At the same time, it can further establish and improve the company's development system and enhance the company's competitive position in the industry, Improve the company's core competitiveness, broaden the company's development channels, and ensure the realization of the company's development strategy and business objectives.
(VI) related party transactions of the company
The board of supervisors of the company inspected the related party transactions of the company in 2021. During the reporting period, the company had no related party transactions.
(VII) external guarantee, equity and asset replacement of the company
The board of supervisors of the company inspected the external guarantee and equity and asset replacement of the company. During the reporting period, the company did not have illegal guarantee and overdue guarantee, and there was no equity and asset replacement.
(VIII) cash dividend policy and implementation of the company
During the reporting period, the board of supervisors supervised the board's implementation of the cash dividend policy and the plan for shareholders' dividend return in the next three years (20202022), as well as the corresponding decision-making procedures and information disclosure. It is considered that the profit distribution plan of the company in 2020 is in line with the cash dividend policy of the regulatory authorities, the articles of association of the company and the shareholders' dividend plan for the next three years (20202022)
