Zhejiang Meorient Commerce & Exhibition Inc(300795)
Work report of the board of supervisors in 2021
During the reporting period, based on the principle of being responsible to the public shareholders and the company, the board of supervisors effectively carried out various work around the annual production and operation objectives of the company in strict accordance with the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors. All supervisors of the company have performed their duties with due diligence, actively performed their supervisory duties, and safeguarded the rights and interests of the company and shareholders. The work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 6 meetings of the board of supervisors. The specific contents are as follows:
No. time meeting name deliberation
1. The fourth session of the board of supervisors in February 2021. 1. Proposal on the 9th meeting on August 8 on the change of the plan for some senior managers to increase their shareholding in the company
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on 2020 financial final accounts report
3. Proposal on 2020 annual audit report
4. Proposal on 2020 annual report and its summary
5. Proposal on the company's profit distribution plan in 2020
6. Proposal on the use of idle raised funds for cash management 7. Proposal on the special report on the annual storage and use of raised funds to the fourth session of the board of supervisors in April 2021
On February 23, the 10th meeting 8. Proposal on the self-evaluation report of internal control in 2020 9. Proposal on the company and its wholly-owned subsidiaries applying for comprehensive credit from banks
10. Proposal on re employment of accounting firm
11. Proposal on carrying out forward foreign exchange settlement and sales business
12. Proposal on using idle self owned funds for cash management 13. Proposal on the first quarter report of 2021
14. Proposal on Canceling Part of the granted but not vested restricted shares
1. Proposal on the prediction of the company's daily connected transactions in 2021
2. Proposal on the company's 2021 restricted stock incentive plan (Draft) 3 the Fourth Board of supervisors in August 2021 and its summary
3. Proposal on the management measures for the implementation and assessment of the company's restricted stock incentive plan in 2021
4. Proposal on verifying the list of incentive objects of the company's restricted stock incentive plan in 2021
5. Proposal on Amending the articles of Association
6. Proposal on formulating relevant systems of the company
The fourth session of the board of supervisors in August 2021 1 1. Proposal on the 2021 semi annual report and its summary
The 12th meeting on April 17 2. Proposal on the deposit and use of raised funds in the first half of 2021
1. Proposal on adjusting the incentive plan of restricted shares in 2021 5 items of the Fourth Board of supervisors in September 2021
2. Proposal on granting restricted shares to the incentive objects of the company's 2021 restricted stock incentive plan for the first time
The 4th board of supervisors in October 2021 1. Proposal on the company's report for the third quarter of 2021
The 14th Meeting on June 24 2. Proposal on the extension of some investment projects with raised funds 3. Proposal on Amending the articles of Association
2、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company carefully supervised and inspected the legal operation, financial situation, related party transactions and other matters of the company in strict accordance with relevant laws, regulations and the articles of association. According to the inspection results, the board of supervisors issued the following independent opinions on the relevant situation of the company during the reporting period:
1. Legal operation
In 2021, the board of supervisors earnestly performed the functions and powers conferred by the company law, the articles of association and other relevant laws and regulations, and supervised the legal operation of the company through investigation, consulting relevant documents, attending the meetings of the board of directors and attending the general meeting of shareholders.
The board of supervisors held that the operation of the board of directors of the company in 2021 was standardized and the decision-making procedures were legal, and all resolutions were carefully implemented in accordance with the resolutions of the general meeting of shareholders. The company has established a relatively perfect internal control system. The management of the company operates in accordance with the law. The directors and senior managers of the company scrupulously perform their duties in performing their duties and exercising their functions and powers, taking the protection of the interests of the company's shareholders as the starting point, and have not found any behavior in violation of laws, regulations, the articles of association and other provisions or damaging the interests of the company and shareholders.
2. Financial situation
During the reporting period, the board of supervisors conducted careful and effective supervision, inspection and audit on the company's financial status and financial management in 2021.
The board of supervisors believes that the company's internal control system of financial accounting is relatively sound, the financial operation is standardized, the financial condition is good, and there are no major omissions and false records. After auditing the company's 2021 financial report, Tianjian Certified Public Accountants issued a standard unqualified audit report. The report truly, objectively and fairly reflects the financial situation and operating results of the company in 2021.
3. Use of raised funds
After carefully checking the use of the company's raised funds, the board of supervisors believes that the company uses the raised funds in strict accordance with the provisions of laws and regulations, normative documents and the company's detailed rules for the management of raised funds, which are in strict accordance with the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in December 2020), the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws and regulations, and the company's detailed rules for the management of raised funds, and uses the raised funds in a timely, true, accurate and Fully perform the obligation of information disclosure, and there is no illegal use of the raised funds.
4. Related party transactions
During the reporting period, the board of supervisors supervised and verified the related party transactions of the company in 2021 in accordance with the requirements of the articles of association and the fair decision-making system of related party transactions, and held that the decision-making procedures of related party transactions of the company during the reporting period were in line with the provisions of relevant laws, regulations and the articles of association, the transaction price was fair and reasonable, and no damage to the interests of the company was found. 5. External guarantee, equity and asset replacement
During the reporting period, the board of supervisors checked the external guarantee, equity and asset replacement, and held that the company had no illegal external guarantee, debt restructuring, non monetary transactions and asset replacement, and no other damage to the interests of the company's shareholders or loss of the company's assets.
6. Comments on the self-evaluation report of internal control
During the reporting period, the board of supervisors checked the self-evaluation report of internal control and concluded that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the actual needs of the company's production and operation management, and can be effectively implemented. The establishment of the internal control system has played a good role in risk prevention and control in all links of the company's operation and management, It ensures the orderly and effective development of the company's business activities, protects the safety and integrity of the company's assets, and protects the interests of the company and its shareholders. The self-evaluation report on internal control in 2021 complies with the requirements of self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other relevant documents. The self-evaluation truly and completely reflects the actual situation within the company. In corporate governance, we should further strengthen the role of the special committees of the board of directors and independent directors, continuously promote the establishment and improvement of various internal control work, further improve the internal control system and strengthen the implementation of the internal control system.
7. Verification of information disclosure and insider management
During the reporting period, the board of supervisors checked the implementation of the company's information disclosure and the establishment and implementation of the insider management system, and believed that the company had established the insider management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system and strictly standardized the information transmission process Supervisors, senior managers and other relevant insiders strictly abide by the insider management system and have not found any insider trading shares of the company with insider information; At the same time, the company has done a good job of information disclosure in accordance with relevant laws and regulations.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to faithfully and diligently perform its supervisory duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and relevant national laws and regulations, and further promote the standardized operation of the company. The main work plans are as follows:
1. In 2022, the board of supervisors will continue to improve the supervision and management of the company's operation according to law, strengthen work communication with the board of directors and management, and supervise the board of directors and senior managers according to law, so as to make their decision-making and business activities more standardized and legal. According to the actual needs of the company, hold regular and temporary meetings of the board of supervisors, do a good job in the deliberation of various topics, more actively perform the supervision duties, improve the corporate governance structure and promote the standardized operation of the company.
2. Adhere to financial supervision as the core, strengthen supervision and prevent business risks of the company. The board of supervisors of the company will strengthen the supervision of the company's business decision-making, internal control, financial status, use of raised funds, related party transactions and other major matters, maintain communication and contact with the internal audit and the accounting firm entrusted by the company, make full use of the internal and external audit information, and timely understand and master the relevant situation. To discover and protect the legal rights and interests of the company, and timely and effectively report to the relevant departments of the company.
3. Strengthen internal learning and pay attention to the improvement of their own professional quality. The board of supervisors of the company will strengthen the study of laws and regulations, normative documents and accounting and financial knowledge, broaden professional knowledge and improve business level, earnestly perform their duties in strict accordance with laws and regulations and the articles of association, and give better play to the supervisory function of the board of supervisors.
Zhejiang Meorient Commerce & Exhibition Inc(300795) board of supervisors March 23, 2022
