Zhejiang Renzhi Co.Ltd(002629)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of Zhejiang Renzhi Co.Ltd(002629) (hereinafter referred to as “the company”) strictly complied with the requirements of 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, performed their functions diligently and honestly, and exercised their functions independently according to law, so as to ensure the standardized operation of the company and safeguard the interests of the company and shareholders. The board of supervisors supervised the company’s production and operation, financial status and the performance of directors and senior managers to ensure the standardized operation of the company. The work report of the company’s board of supervisors in this year is as follows: I. work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 7 meetings, the specific contents are as follows:
Date and method of the meeting number of matters to be considered at the session of the sequential meeting
1 2021. The 7th Meeting of the 6th Session 1. Proposal on terminating item 3.18 of 2020 non-public development bank stock newsletter and withdrawing application documents
1. Annual report 2020 and its summary
2. Work report of the board of supervisors in 2020
3. Financial report of 2020
4. 2020 profit distribution plan
2 2021. The 8th meeting of the 6th Session 5. The 2020 internal control self-evaluation report and the communication 4.28 meeting self inspection form for the implementation of internal control 6. The proposal on Amending the rules of procedure of the board of supervisors
7. On the company’s outstanding losses reaching the total paid in share capital
One third of the bill
8. First quarter report 2020 and text
1. Proposal on the company meeting the conditions for the sale of major assets
Case
2. On the sale of major assets of the company and related party transactions
Proposal of the motion
3. About this transaction constitutes a major asset reorganization but not
3 2021. Article 7.9 of the ninth session of the 6th communication on the proposal on restructuring and Listing 4. The meeting on the proposal on this transaction constituting related party transactions 5. The meeting on Zhejiang Renzhi Co.Ltd(002629) major assets
Report on sale and related party transactions (Draft) and its summary
Proposal for
6. Contract between the company and Guangdong Haihua Investment Group Co., Ltd
Zhejiang Renzhi Co.Ltd(002629) and
Guangdong Haihua Investment Group Co., Ltd. about Sichuan Santai
Share transfer agreement of Rural Commercial Bank Co., Ltd
Proposal of the meeting
7. The agreement signed by the company and Dong can with effective conditions
Smart Co., Ltd. and Dong can about Santai rural area in Sichuan
Share transfer agreement of Commercial Bank Co., Ltd.
Proposal
8. On the compliance of this major asset restructuring
Provisions on Several Issues concerning the material assets reorganization of listed companies
Proposal under Article 4
9. Major assets reorganization of the listed company
Discussion on the provisions of Article 11 of the measures for the administration of major asset restructuring
Case
10. Whether there is a basis for the reorganization
on strengthening the supervision of shares related to major asset restructuring of listed companies
Article 13 No
Participate in the discussion of major asset restructuring of any listed company
Case
11. On the completeness of legal procedures for the performance of this reorganization
Proposal on compliance and effectiveness of legal documents submitted
12. On the independence of the appraisal institution and the pre appraisal assumptions
The rationality of the proposal and the correlation between the evaluation method and the evaluation purpose
And the proposal to evaluate the fairness of pricing
13. Review on the approval of reference documents involved in this exchange
Proposal on report and evaluation report
14. Basis and of pricing for this major asset sale
Proposal on fair and reasonable explanation
15. Report on the diluted immediate return of this restructuring
Proposal on supplementary measures
4 2021. The 10th meeting of the 6th Session 1. Newsletter of the semi annual report of 2021 and its summary 7.19
1. On this major asset sale and related party transactions
2021. Proposal on the 11th issue of the 6th audit report and review report for reference 5.10.15 meeting 2. Report on the sale of major assets and related party transactions (Draft) (Revised)
And its abstract
6 2021. 10th.22nd meeting of the 12th 1 of the 6th and the third quarter report of 2021
1. Notice on the company meeting the conditions for non-public offering of shares
Proposal
7 2021. The 13th session of the 6th Session 2. Proposal on the 12th.20th meeting of the company’s 2021 non-public development bank stock communication 3. Proposal on the company’s 2021 non-public offering of shares
Proposal of the motion
4. On the company’s non-public offering of shares in 2021
Proposal on feasibility analysis report on the use of raised funds
5. About the company’s non-public offering of shares in 2021
And related party transactions
6. On the company’s non-public offering of shares in 2021
Thin immediate return, filling measures and commitments of relevant entities
Proposal for
7. The company does not need to prepare the plan for the use of the previously raised funds
Proposal on Situation Report
8. On the signing of the agreement between the company and the subscription object
Proposal for share subscription agreement
9. On submitting to the general meeting of shareholders for approval of Pinda new materials
The limited company is exempted from increasing its shares by tender offer
Proposal for
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
In accordance with relevant laws and regulations such as the company law, the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant provisions of the articles of association, the board of supervisors of the company supervised the implementation of the resolutions of the board of directors on the general meeting of shareholders and the performance of duties of the directors and senior managers of the company, and attended the general meeting of shareholders and relevant meetings of the board of directors as nonvoting delegates.
The board of supervisors believes that the board of directors can operate in strict accordance with the relevant provisions of the company law, 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 articles of association, make reasonable decisions, be diligent and conscientious, earnestly implement the resolutions of the general meeting of shareholders, and have no acts in violation of laws, regulations, articles of association or damage the interests of the company.
2. Financial situation of the company
During the reporting period, the board of supervisors effectively supervised, inspected and reviewed the company’s financial system and financial status, and believed that the company’s financial management and internal control system were sound, the financial operation was standardized, the accounting was free of major omissions and false records, and the company’s financial report truly and objectively reflected the company’s financial operation in 2021. 3. Acquisition and sale of assets by the company
During the reporting period, the company sold 26324627 shares and 9967364 shares held by Santai rural commercial bank to Guangdong Haihua Investment Group Co., Ltd. and Dong can in accordance with the stock listing rules of Shenzhen Stock Exchange, the company law, the securities law of the people’s Republic of China (hereinafter referred to as the “Securities law”), the measures for the administration of major asset restructuring of listed companies, the articles of association and other relevant laws and regulations, A total of 36291991 shares (accounting for 6.76% of the total share capital of Santai Rural Commercial Bank) were transferred by the counterparty in cash. book
The underlying assets of this major asset sale have been fully settled on December 22, 2021. After this transaction, Renzhi no longer holds shares of Santai agricultural commercial bank.
In addition to the above, the company has no other asset acquisition and sale, no insider trading, no damage to shareholders’ rights and interests or loss of company assets this year.
4. Establishment and implementation of insider information management system by the company
During the reporting period, the directors, supervisors, senior managers and other relevant insiders of the company strictly complied with the management system for the registration of insiders, and no insider was found to use the insider information to buy and sell the shares of the company.
5. Related party transactions and external guarantees
The board of supervisors of the company believes that the related party transactions of the company are fair and reasonable, and there is no behavior damaging the interests of the company and shareholders. During the reporting period, the actual amount of guarantee incurred by the company and its subsidiaries was RMB 27 million. On September 30, 2021, the company has repaid the loan principal of 5 million yuan. As of December 31, 2021, the total balance of external guarantee is 22 million yuan,
