Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as "the company") conscientiously performed its supervisory duties with an attitude of being responsible to the company and shareholders. According to the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, the members of the board of supervisors participated in the discussion of major business decisions of the company by attending the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates; Understand and master the company's production, operation, management and capital operation by consulting financial statements and participating in special meetings. The company has carefully supervised and inspected the company's legal operation, finance, investment, performance of duties by directors and senior executives, business decision-making procedures and other matters. The specific situation is reported as follows:
1、 Work of the board of supervisors
During the reporting period, the board of supervisors of the company held 8 meetings, as follows:
1. On January 4, 2021, the 15th meeting of the first board of supervisors was held, and the proposal on the expected daily connected transactions of the company in the first quarter of 2021 was considered and adopted.
2. On January 12, 2021, the 16th meeting of the first board of supervisors was held, and the proposal on the company's intention to participate in the investment and establishment of industrial investment funds and related party transactions was reviewed and adopted.
3. On March 8, 2021, the 17th meeting of the first session of the board of supervisors was held. The proposal on the company's 2020 annual work report of the board of supervisors, the proposal on the company's 2020 annual financial statement report, the proposal on the company's 2020 annual report and its summary, the proposal on the company's 2020 profit distribution plan, and the proposal on the proposed renewal of the employment of the accounting firm in 2021 were considered and adopted, Proposal on the company's expected daily connected transactions in 2021, proposal on the company's 2020 internal control self-evaluation report, proposal on the company's 2020 special report on the deposit and use of raised funds, proposal on the renewal and extension of the company's raised investment projects, and proposal on recommending candidates for non employee representative supervisors of the second board of supervisors to the general meeting of shareholders.
4. On April 2, 2021, the first meeting of the second board of supervisors was held, and the proposal on the election of the chairman of the board of supervisors was considered and adopted.
5. On April 21, 2021, the second meeting of the second session of the board of supervisors was held, and the proposal on the first quarter report of the company in 2021 was reviewed and passed.
6. On August 19, 2021, the third meeting of the second session of the board of supervisors was held, and the proposal on the 2021 semi annual report and its summary, the proposal on the special report on the deposit and use of the raised funds in the 2021 semi annual, and the proposal on increasing the estimated amount of the company's daily connected transactions in 2021 were considered and adopted.
7. On October 20, 2021, the fourth meeting of the second board of supervisors was held, and the proposal on the third quarter report of the company in 2021 was considered and adopted.
8. On December 8, 2021, the fifth meeting of the second board of supervisors was held, and the proposal on increasing the estimated amount of daily connected transactions in 2021 and adjusting the implementation subject of connected transactions was considered and adopted.
2、 Supervision and inspection of the board of supervisors on relevant matters of the company in 2021
In strict accordance with the provisions of the company law, the articles of association and the normative documents on the governance of listed companies issued by the CSRC, the board of supervisors has carefully supervised the company's operation, financial situation, related party transactions, 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 and the performance of the duties of the company's senior managers.
(I) legal operation of the company
The board of supervisors believes that the board of directors has conscientiously implemented the resolutions of the general meeting of shareholders, performed its duties diligently, and has not committed any acts detrimental to the interests of the shareholders of the company. The resolutions of the board of directors meet the requirements of the company law and other laws, regulations and the articles of association. The board of supervisors has effectively supervised the production and operation activities of the company during its term of office, and believes that the management of the company has earnestly implemented the resolutions of the board of directors and strengthened refined management, Promote scientific and technological innovation, improve efficiency, and there is no violation of laws and regulations and damage to the interests of the company in the operation.
(II) check the company's financial situation
The board of supervisors carefully reviewed the audit report (unqualified opinion) issued by Tianjian Certified Public Accountants (special general partnership) in 2021, and believed that the company's financial report truly, accurately and completely reflected the company's financial situation and operating results, followed the principle of consistency in accounting business treatment, and met the requirements of enterprise accounting system and financial statement preparation.
(III) use of raised funds
The board of supervisors checked the use and storage of the raised funds and held that: the company used the raised funds reasonably and standardized in strict accordance with the provisions of the measures for the management of raised funds, the company stored and used the raised funds in a special account, and there was no change in the purpose of the raised funds and damage to the interests of shareholders, and there was no illegal use of the raised funds.
(IV) acquisition and sale of assets by the company
During the reporting period, the company's foreign investment has fulfilled the necessary procedures, in line with the provisions of relevant laws and regulations and the articles of association, in line with the company's development strategy, and there is no damage to the interests of the company and minority shareholders.
During the reporting period, the company had no major asset sales, no insider trading, and no damage to the rights and interests of some shareholders or loss of the company's assets.
(V) related party transactions
During the reporting period, the company's supervisors inspected the business transactions between the company and its affiliated companies and believed that the company's affiliated transactions were normal business transactions in accordance with the provisions of the articles of association and relevant laws and regulations. Their fairness was priced based on the principle of equal compensation and fair market price, did not violate the principles of openness, fairness and impartiality, and did not damage the interests of the company and shareholders.
(VI) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the board of supervisors of the company supervised the implementation of the resolutions of the general meeting of shareholders by the board of directors, and believed that the board of directors of the company earnestly fulfilled the resolutions of the general meeting of shareholders and did not commit any acts detrimental to the interests of shareholders.
(VII) opinions on the self-evaluation report of the company's internal control
After careful review by the board of supervisors, it is considered that the company has established a basically perfect internal control system, various internal control systems have been well implemented, and various internal and external risks have been effectively controlled. There are no major adverse events in the company's internal control this year. The self-evaluation report of the company's internal control truly and completely reflects the actual situation of the establishment, improvement and implementation supervision of the company's current internal control system, The overall evaluation of the company's internal control is objective and accurate. 3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors of the company will carry out its work in strict accordance with the responsibilities entrusted to the board of supervisors by the company law, the securities law, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM, the articles of association and the rules of procedure of the board of supervisors, focusing on the following aspects:
1. Attach great importance to the upgrading of the company's internal control system and financial management supervision, ensure the timely updating and effective implementation of the company's internal control measures and systems, prevent and reduce the company's risks, and promote the sustainable and healthy development of the company;
2. Urge the board of directors to continue to improve the corporate governance structure and standardize the operation; Enhance the awareness of self-discipline and integrity, strengthen supervision, and work hard to safeguard the interests of all shareholders, especially the interests of minority shareholders.
Shandong Dongyue Organosilicon Materials Co.Ltd(300821) board of supervisors March 22, 2022
