Shandong Humon Smelting Co.Ltd(002237)
Work report of the board of supervisors in 2021
Dear supervisors
In 2021, all members of the board of supervisors of Shandong Humon Smelting Co.Ltd(002237) (hereinafter referred to as “the company”) exercised their functions and powers independently according to the law and conscientiously performed supervision and management in strict accordance with the relevant provisions and requirements of the company law, the securities law, the Listing Rules of Shenzhen stock exchange, the articles of association and the rules of procedure of the board of supervisors, based on the principle of being responsible to the company and all shareholders, and in order to effectively safeguard the interests of the company and the interests of the majority of shareholders Inspection function. Over the past year, the board of supervisors has supervised the company’s production and operation activities, major events, financial status and the performance of duties by directors and senior managers, promoted the standardized operation of the company and actively safeguarded the legitimate rights and interests of the company and all shareholders. The main work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors
(I) meetings of the board of supervisors
In 2021, the board of supervisors held four meetings, as follows:
1. On March 24, 2021, the seventh meeting of the ninth board of supervisors was held, The meeting reviewed and approved the work report of the board of supervisors in 2020, the full text and summary of the annual report in 2020, the final financial statement report in 2020, the internal control evaluation report in 2020, the proposal on profit distribution and increase of accumulation fund in 2020, the proposal on renewing the company’s financial audit institution in 2021, and the annual capital budget in 2021 Proposal on prediction of daily connected transactions with Jiangxi Copper Company Limited(600362) and its affiliates in 2021, proposal on prediction of daily connected transactions with Yantai humon Group Co., Ltd. and its affiliates in 2021, proposal on risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd.
2. On April 22, 2021, the first extraordinary meeting of the ninth board of supervisors in 2021 was held. The meeting considered and adopted the proposal on the company’s first quarter report in 2021 and the proposal on changing accounting policies. 3. On August 18, 2021, the eighth meeting of the ninth board of supervisors was held, The meeting deliberated and adopted the proposal on the 2021 semi annual report and summary, the proposal on the Shandong Humon Smelting Co.Ltd(002237) 2021 employee stock ownership plan (Draft) and its summary, the proposal on the management measures of Shandong Humon Smelting Co.Ltd(002237) 2021 employee stock ownership plan, the proposal on the risk assessment report of Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd., and the proposal on the provision for asset impairment in the 2021 semi annual Proposal on adjusting the estimated amount of daily connected transactions between the company and Jiangxi Copper Company Limited(600362) and its affiliates in 2021 and proposal on adjusting the estimated amount of daily connected transactions between the company and humon group and its affiliates in 2021.
4. On October 21, 2021, the ninth meeting of the ninth board of supervisors was held, at which the report for the third quarter of 2021 was reviewed and adopted.
(under the supervision of the board of directors and the board of shareholders, the board of directors and the board of supervisors actively participated in the 2021 annual meeting of the company under the supervision of the board of directors and the board of shareholders.
(III) in 2021, the board of supervisors paid close attention to the company’s operation, carefully supervised the company’s financial and capital operation, inspected the job behavior of the company’s board of directors and management, and ensured the standardization of the company’s operation and management behavior.
2、 Opinions of the board of supervisors
In 2021, the board of supervisors of the company earnestly performed its duties and actively carried out work in accordance with relevant laws and regulations and the relevant provisions of the articles of association. It carefully supervised and inspected the company’s financial situation, internal control, related party transactions, use of raised funds and other matters. Based on the inspection results, the board of supervisors expressed the following opinions on the relevant situation of the company in 2021:
1. Matters in the company’s annual report
The board of supervisors believes that the procedures for the full text and summary of the company’s 2020 annual report prepared and reviewed by the board of directors comply with the laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
2. Internal control matters of the company
The board of supervisors believes that the company has established a perfect internal control system in accordance with the requirements of relevant laws and regulations and the needs of the company’s production and operation management, which can be effectively implemented, and has played a good role in risk prevention and control in all links of the company’s operation and management. The internal control shall adapt to the current business scale, business scope, competition and risk level of the company, and shall be adjusted in time with the changes of the situation. The company’s internal control system has no major defects and can effectively ensure the orderly operation of the company’s business activities. The 2020 internal control evaluation report is in line with the actual situation of the company’s internal control.
3. Profit distribution plan of the company
The board of supervisors believes that the 2020 profit distribution plan proposed by the board of directors meets the needs of the company’s long-term development plan, complies with the company law and other relevant laws and regulations and the relevant provisions of the articles of association, and has legitimacy, compliance and rationality.
4. Annual daily related party transactions
The board of supervisors believes that the daily related party transactions between the company and Jiangxi Copper Company Limited(600362) and its related parties are necessary for production and operation. These transactions are based on the needs of the company to maintain normal production and operation, contribute to the stability and expansion of the company’s market, have fair pricing, follow the principles of fairness, openness and impartiality, and have not damaged the interests of the company and minority shareholders.
The board of supervisors believes that the daily related party transactions between the company and Yantai humon Group Co., Ltd. and its related parties are necessary for production and operation. These transactions are based on the needs of the company to maintain normal production and operation, contribute to the stability and expansion of the company’s market, have fair pricing, follow the principles of fairness, openness and impartiality, and do not damage the interests of the company and minority shareholders.
5. Matters in the financial company’s risk assessment report
The board of supervisors believes that the risk assessment report has objectively and fully assessed the risks of the company’s deposit and loan business in Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd. When the board of directors of the company deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the relevant provisions of the company law and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
6. Matters reported in the first quarter
After review, the board of supervisors believes that the procedures of the company’s report for the first quarter of 2021 prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The content of the report truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions.
7. Changes in accounting policies
The board of supervisors believes that the change of accounting policy is a reasonable change in accordance with the relevant documents issued by the Ministry of finance. Its decision-making procedures comply with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and all shareholders. The board of supervisors agrees with the change of accounting policy.
8. Semi annual report
The board of supervisors believes that the procedures for the full text and summary of the company’s 2021 semi annual report prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
9. ESOP matters
The board of supervisors believes that the implementation of the employee stock ownership plan by the company does not harm the interests of the company and all its shareholders, which is conducive to the sustainable development of the company. Therefore, the board of supervisors of the company agreed to implement the employee stock ownership plan.
10. Financial company’s risk assessment report
The board of supervisors believes that the risk assessment report has objectively and fully assessed the risks of the company’s deposit and loan business in Jiangxi Copper Company Limited(600362) Group Finance Co., Ltd. When the board of directors of the company deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the relevant provisions of the company law and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
11. Adjust the forecast of daily connected transactions with Jiangxi Copper Company Limited(600362) and its related parties in 2021
The board of supervisors believes that all daily related party transactions between the company and related parties are necessary for production and operation. These transactions are based on the needs of the company to maintain normal production and operation, contribute to the stability and expansion of the company’s market, have fair pricing, follow the principles of fairness, openness and impartiality, and do not damage the interests of the company and minority shareholders.
12. Adjust the forecast of daily related party transactions with humon group and its related parties in 2021
The board of supervisors believes that all daily related party transactions between the company and related parties are necessary for production and operation. These transactions are based on the needs of the company to maintain normal production and operation, contribute to the stability and expansion of the company’s market, have fair pricing, follow the principles of fairness, openness and impartiality, and do not damage the interests of the company and minority shareholders.
13. Provision for asset impairment
The board of supervisors believes that the company’s provision for asset impairment this time is in line with the medium and long-term interests of the company and all shareholders, the provisions of relevant laws and regulations and accounting standards for business enterprises, and the decision-making procedures of the board of directors are also in line with relevant laws, regulations and the articles of association.
14. Matters reported in the third quarter
The board of supervisors believes that the full text of the company’s report for the third quarter of 2021 and its text prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The content of the report truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will implement the company’s strategic policy, actively attend the general meeting of shareholders and the board of directors in strict accordance with the provisions of the company law, the securities law, the articles of association and other relevant laws and regulations, and timely understand and master the company’s major decisions, important operation and management activities with a more rigorous working attitude. The board of supervisors will strengthen the supervision of the company’s investment, mergers and acquisitions, related party transactions and other major matters. The above matters are related to the stability and sustainability of the company’s long-term operation and may have a significant impact on the company’s operation. The board of supervisors of the company will strengthen the supervision of the above major matters, ensure that the company implements effective internal control measures, prevent contingent risks and effectively protect the legitimate rights and interests of all shareholders.
It is hereby reported.
Shandong Humon Smelting Co.Ltd(002237)
Board of supervisors
March 22, 2022
