Tianshui Zhongxing Bio-Technology Co.Ltd(002772)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Tianshui Zhongxing Bio-Technology Co.Ltd(002772) (hereinafter referred to as “the company”) strictly followed the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, scrupulously performed their duties, seriously and responsibly, actively and effectively carried out their work, exercised their functions and powers independently according to law, and promoted the standardized operation of the company with the attitude of being responsible to the company and all shareholders. Comprehensively inspected and supervised the company’s compliance operation, financial status, fund-raising, external guarantee and internal control, gave full play to the supervision function of the board of supervisors and protected the interests of the company’s investors. Meanwhile, the general election of the board of supervisors was successfully completed during the reporting period. Now the work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors held six meetings of the board of supervisors in accordance with the relevant provisions of the company law, the securities law and the articles of association. The convening, convening, voting procedures and attendance of the board of supervisors were in line with the provisions of the company law, the articles of Association and the rules of procedure of the board of supervisors. The details are as follows: 1. On March 25, 2021, the 22nd Meeting of the third session of the board of supervisors deliberated and adopted the proposal on reviewing the work report of the board of supervisors in 2020, the proposal on reviewing the financial statement report in 2020, the proposal on reviewing the audit report in 2020, and the proposal on reviewing the special report on the deposit and use of raised funds in 2020 The proposal on reviewing the self-evaluation report on internal control in 2020, the proposal on reviewing the self-examination form for the implementation of internal control rules, the proposal on reviewing the profit distribution plan in 2020, the proposal on reviewing the annual report in 2020 and the summary of the annual report in 2020, the proposal on reviewing the financial budget report in 2021, the proposal on renewing the appointment of the company’s audit institution in 2021 Proposal on reviewing the performance plan of supervisors’ remuneration (allowance) in 2021, proposal on accounting policy change, proposal on applying for comprehensive credit line from banks in 2021, proposal on providing guarantee line for subsidiaries in 2021, proposal on using some idle self owned funds for entrusted financial management Proposal on the general election of the board of supervisors of the company and the nomination of candidates for non employee representative supervisors of the Fourth Board of supervisors.
2. On April 16, 2021, the first meeting of the Fourth Board of supervisors deliberated and adopted the proposal on electing the chairman of the Fourth Board of supervisors of the company.
3. On April 20, 2021, the second meeting of the Fourth Board of supervisors deliberated and adopted the proposal on reviewing the report of the first quarter of 2021.
4. On August 9, 2021, the third meeting of the Fourth Board of supervisors deliberated and approved the proposal on the full text and summary of the company’s semi annual report in 2021 and the proposal on the special report on the deposit and use of raised funds in 2021.
5. On October 25, 2021, the fourth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on the company’s report for the third quarter of 2021.
6. On November 4, 2021, the fifth meeting of the Fourth Board of supervisors deliberated and adopted the proposal on changing the purpose of (phase I) repurchased shares and canceling the remaining shares.
2、 Attendance at the board of directors and general meeting of shareholders as nonvoting delegates
In 2021, with the strong support of the company’s shareholders and the active cooperation of the board of directors and management, all supervisors attended all previous board of directors and shareholders’ meetings as nonvoting delegates, participated in the discussion of major decisions of the company, and supervised and inspected the whole process of the convening procedures of the shareholders’ meeting and the board of directors, resolution matters, and the implementation of the resolutions of the shareholders’ meeting by the board of directors.
3、 Supervision and inspection by the board of supervisors
(I) legal operation of the company
Supervise the operation of the company according to law, the decision-making procedure is legal, and there is no illegal operation; Urge the management of the company to work according to law, and the directors and senior managers of the company perform their duties without violating laws, regulations, the articles of association or damaging the interests of the company; The company has established a relatively perfect internal control system; No major violations of laws and regulations caused losses to the company were found.
(II) check the financial situation of the company
The board of supervisors of the company takes the inspection of the company’s financial situation as the focus of the board of supervisors, supervises the improvement of the internal control system, timely grasps the current situation of the company’s financial activities by consulting the company’s financial account books and other accounting materials, and supervises and verifies the financial data in the periodic reports.
(III) use of funds raised by the company
The board of supervisors inspected the use of the company’s raised funds, consulted the account statements of the raised funds and listened to the reports of the relevant responsible persons of the raised investment projects, carefully reviewed the special report on the annual storage and actual use of the raised funds issued by the board of directors, and considered that the storage and use of the company’s raised funds in 2021 met the requirements of relevant laws and regulations, the articles of association and the measures for the management of raised funds, No violations of the raised funds were found, and there was no disguised change in the purpose of the raised funds and damage to the interests of shareholders.
(IV) external guarantee of the company
During the reporting period, the company did not provide external guarantees for any third party except for holding subsidiaries and wholly-owned subsidiaries. The board of supervisors supervised and verified the decision-making procedures of the company’s guarantee matters in 2021 in accordance with the requirements of the articles of association and the management system of financing and external guarantee, and considered that the decision-making procedures of the guarantee matters in 2021 were in line with the company law, the Listing Rules of Shenzhen Stock exchange According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, as well as the provisions of the articles of association and the management system of financing and external guarantee, there is no damage to the interests of the company and non affiliated shareholders.
(V) internal control evaluation report
The board of supervisors inspected the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and believed that the company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
(VI) implementation of insider information management system
The board of supervisors inspected the establishment and implementation of the company’s insider registration and filing system and believed that the company has established a relatively perfect insider registration and filing system and can be effectively implemented.
4、 2022 work plan of the board of supervisors
In 2022, the board of supervisors of the company will continue to earnestly perform the duties entrusted by the company law, the articles of association and other laws and regulations, and supervise and inspect the business behavior of the board of directors and senior managers according to law. At the same time, the board of supervisors will continue to strengthen the implementation of the supervision function, earnestly perform its duties, attend the company’s board of directors, shareholders’ meeting and relevant business meetings according to law, timely grasp the legitimacy of the company’s major decision-making matters and various decision-making procedures, carry out supervision activities around the company’s business and investment activities, establish a long-term mechanism for the standardized governance of the company, promote the sustainable and healthy development of the company and effectively safeguard the interests of the company and all shareholders.
Tianshui Zhongxing Bio-Technology Co.Ltd(002772) board of supervisors March 23, 2022
