Xinjiang Tianshan Cement Co.Ltd(000877)
Work report of the board of supervisors in 2021
In 2021, Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as “the company”) supervised
In strict accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant requirements, all supervisors independently exercise their functions and powers in accordance with the law in the spirit of conscientious and diligent work attitude, and make a comprehensive assessment of the company’s legal operation, decision-making procedures, operation and management, financial status and directors The performance of senior managers has been supervised and inspected, and the work has been carried out effectively, which has played a positive role in the standardized operation of the company. The work in 2021 is reported as follows:
1、 Meetings of the board of supervisors in 2021
In 2021, the board of supervisors of the company held 8 meetings, and the convening, convening and schedule of the meetings were as follows:
The resolution procedures comply with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors, and the resolutions made are legal and effective. The details of the meeting are as follows:
When held
No. proposal of the session
between
1. Proposal on the company meeting the conditions for major asset restructuring, issuing shares, paying cash to purchase assets and raising supporting funds
2. Proposal on the issue of shares, the payment of cash to purchase assets and the raising of supporting funds to form related party transactions
3. Proposal on the plan of issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions
4. Proposal on the issue of shares, the payment of cash to purchase assets and the raising of supporting funds constitute a major asset reorganization, but do not constitute a reorganization and listing
2021 the 7th session of the Supervisory Committee 5. Proposal on the report on Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions at the 10th meeting of the board of directors in March of 1 year (Draft) and its abstract
1. Proposal on signing the supplementary agreement to the agreement on issuing shares to purchase assets with effective conditions
7. Proposal on signing the impairment compensation agreement with effective conditions
8. Proposal on signing the equity custody agreement of northern Cement Co., Ltd. with effective conditions
9. Proposal on signing a framework agreement on related party transactions with entry into force conditions
10. Proposal on the audit report, review report and evaluation report related to the company’s issuance of shares and payment of cash to purchase assets and raising supporting funds and related party transactions
11. Proposal on the independence of the appraisal institution, the rationality of the appraisal assumptions, the correlation between the appraisal method and the appraisal purpose, and the fairness of the appraisal pricing
12. Proposal on Xinjiang Tianshan Cement Co.Ltd(000877) next three-year shareholder return plan (20212023)
1. Xinjiang Tianshan Cement Co.Ltd(000877) proposal on provision for asset impairment and write off of bad debts in 2020
2021 7th Supervisory Committee 2. Work report of the board of supervisors in Xinjiang Tianshan Cement Co.Ltd(000877) 2020
The 10th 3 meeting of the board of directors in March of February, Xinjiang Tianshan Cement Co.Ltd(000877) 2020 annual financial statement report and the financial budget report of the 9th meeting of the financial 11 of 2021
4. Xinjiang Tianshan Cement Co.Ltd(000877) 2020 annual report and summary
5. Xinjiang Tianshan Cement Co.Ltd(000877) proposal on internal control evaluation report in 2020
Proposal of the seventh Supervision Committee of 2021 and Xinjiang Tianshan Cement Co.Ltd(000877) the first quarter report of 2021
The second meeting of April 3
15th 10th meeting
2021. Proposal on signing the performance commitment compensation agreement with effective conditions
The second meeting in August 2004 2. Proposal on the extension of the audit report, review report and evaluation report related to the reorganization 3. Proposal on the report on Xinjiang Tianshan Cement Co.Ltd(000877) issuing shares and paying cash to purchase assets and discussing the raising of supporting funds and related party transactions (Revised Draft) and its summary
2021 the 7th prison
Semi annual report and summary of the second 1 and 2021 of the August 5 meeting
12th meeting on the 19th
Discuss
2021 the 7th prison
Report of the second 1 and third quarter of 2021
13th meeting on August 28
Daily discussion
2021 the 7th prison
The second session of the board of directors in November 2007 1. Proposal on nominating candidates for supervisors of the eighth board of supervisors of the company
The 14th Meeting on June 22
Daily discussion
2021. Proposal on the election of the chairman of the eighth board of supervisors of the company
1. Proposal on increasing the proportion of cash dividends in 20212023
Meeting 9 September
2、 Performance of duties of the board of supervisors
1. Legal operation of the company
During the reporting period, the supervisors of the company attended the meetings of the board of directors and the general meeting of shareholders in accordance with the company law, the articles of association and other relevant provisions, and supervised the operation of the company according to law.
The board of supervisors held that the company operated in strict accordance with the company law, the articles of association and relevant laws and regulations, and improved the internal control system; The operation of the board of directors was standardized, the decision-making was reasonable, and the procedures were legal. It earnestly implemented the resolutions of the general meeting of shareholders and faithfully fulfilled the duties and obligations of directors; The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company when performing their duties.
2. Check the company’s financial situation
During the reporting period, the board of supervisors of the company effectively supervised, inspected and reviewed the financial status and financial results of the company in 2021, reviewed the regular reports of the company prepared by the board of directors, inspected and reviewed the financial system and financial status of the company, and considered that the financial system of the company was perfect, the system was sound, the financial status was good, the financial operation was stable, the asset quality was excellent, and the income The recognition and measurement of expenses and profits are true and accurate. The company’s regular financial reports truthfully, accurately and completely reflect the company’s financial status, operating results and cash flow, and there are no false records, misleading statements or major omissions.
3. Related party transactions and external guarantees of the company
In accordance with the requirements of the articles of association and the fair decision-making system for related party transactions, the board of supervisors supervised and verified the related party transactions of the company in 2021, and considered that the related party transactions of the company had performed the corresponding decision-making and approval procedures. When the board of directors considered the related party transactions, the related directors avoided voting, and the voting procedures were legal and effective, in line with relevant laws, administrative regulations Provisions of departmental rules and articles of association. The related party transactions in 2021 followed the principles of objectivity, impartiality and fairness. The transaction price was determined according to the market price, and the pricing was fair. There was no violation of the principles of openness, fairness and impartiality. The related party transactions that had occurred were carried out in strict accordance with the requirements of relevant laws and regulations, in line with the related transaction rules, and there was no behavior damaging the interests of the company and non related shareholders. During the reporting period, the company did not provide external guarantees in violation of regulations, nor did it damage the interests of the company’s shareholders or cause the loss of the company’s assets.
4. Major asset restructuring and supporting financing
On July 24, 2020, the company officially started planning major asset restructuring. On September 30, 2021, the target company involved in the reorganization completed the industrial and commercial change and was included in the scope of the company’s consolidated statements; On November 2, the company issued 73 Telling Telecommunication Holding Co.Ltd(000829) 68 shares for listing, and the total share capital of the company increased to 8348805927 shares. On February 25, 2022, the company raised matching funds and listed 314616887 new shares, and the total share capital of the company increased to 8663422814 shares.
5. Establishment and implementation of insider information management system
During the reporting period, the board of supervisors regularly inspected the insider files of the company and supervised the information disclosure of major matters. The board of supervisors believes that the company has established and effectively implemented the management measures for insider reporting and information disclosure, and has not found any behavior of relevant personnel using insider information to engage in insider trading.
6. Internal control
The board of supervisors reviewed the annual internal control evaluation report of the board of directors and the construction and operation of the company’s internal control system, and held that the company has established and improved a complete and reasonable internal control system according to the actual situation and management needs, ensured the orderly development of the company’s business activities and effectively protected the fundamental interests of all shareholders of the company; The company’s 2021 internal control evaluation report comprehensively, objectively and truly reflects the actual situation of the company’s current internal control system construction, operation, system implementation and supervision, and there are no major defects.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will faithfully and diligently perform its duties in accordance with relevant laws and regulations, the articles of association and the rules of procedure of the board of supervisors, strengthen its own learning, and play its due role in improving corporate governance and promoting the sustainable and stable development of the company. The work plan of the board of supervisors in 2022 mainly includes the following four aspects:
1. Improve the operation mechanism of the board of supervisors, supervise the operation of the company according to law, improve the supervision efficiency, actively supervise the construction and effective operation of the company’s internal control system, and promote the company to be more standardized, institutionalized and scientific.
2. Strengthen the study of relevant laws and regulations and improve professional ability; Improve the supervision ability and level of the board of supervisors in accordance with the new requirements put forward by the regulatory authorities for the board of supervisors.
3. Strengthen communication with internal audit and external audit institutions to ensure that the company effectively implements the internal control system, ensures the use efficiency and compliance of the company’s property, and prevents contingent risks. 4. Attend the company’s board of directors and shareholders’ meeting as nonvoting delegates, timely grasp the legality and compliance of the company’s major decision-making matters and various decision-making procedures, earnestly perform the supervision duties, supervise the diligence of the company’s directors and senior managers, prevent acts damaging the interests of the company, and effectively safeguard the rights and interests of the company and shareholders.
Xinjiang Tianshan Cement Co.Ltd(000877) board of supervisors March 21, 2022
