Work report of the board of supervisors in 2021
In 2021, in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, and in the attitude of being responsible to all shareholders, the board of supervisors carefully performed various functions and obligations conferred by laws and regulations, supervised the decision-making procedures and compliance of various major matters of the company, reviewed the financial status and the preparation of financial reports of the company, and The senior managers have supervised the performance of their duties and effectively brought into play the functions of the board of supervisors. The main work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
In 2021, the company held 8 meetings of the board of supervisors, and the convening and voting procedures of the meeting were in line with the company law, the articles of association and other relevant provisions. The details of the meetings and the bills and proposals passed after deliberation are as follows:
Time: meeting name: matters to be considered
1. Proposal on the company meeting the conditions for non-public offering of a shares
2. Proposal on the company's non-public offering plan in 2021
3. About the company's plan for non public development of A-Shares in 2021
4. Proposal on the feasibility analysis report on the application of funds raised by non-public development banks for A-Shares in 2021
5. Proposal that the company does not need to prepare the report on the use of the previously raised funds the 9th board of supervisors 6. Proposal on related party transactions involved in this non-public offering of shares
The 14th Meeting on January 19, 2021 7. Proposal on signing the non-public development bank stock subscription contract with conditional effect with the controlling shareholder
8. Proposal on diluting the immediate return of non-public offering of shares in 2021 and taking filling measures
9. Proposal on shareholder return plan for the next three years (20212023)
10. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of a shares
The 9th board of supervisors on March 5, 2021 1 1. Proposal on the general election of the board of supervisors
Fifteenth meeting
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on full text and summary of 2020 Annual Report
On March 22, 2021, the 9th board of supervisors 3. Plan for profit distribution in 2020
16th meeting 4. Proposal on internal control evaluation report in 2020
5. Proposal on withdrawing provision for asset impairment and scrapping and write off of some assets 6. Proposal on providing financial assistance to holding subsidiaries
On March 24, 2021, the 10th board of supervisors 1. Proposal on the election of the chairman of the board of supervisors
First meeting
On April 21, 2021, the 10th board of supervisors 1. Proposal on implementing the new leasing standards and changing relevant accounting policies
Second meeting 2. Proposal on the full text and text of the first quarter report of 2021
Time: meeting name: matters to be considered
1. Proposal on terminating the non-public offering of A-Shares and withdrawing the application documents of the 10th board of supervisors on July 22, 2021
The third meeting 2. Proposal on signing the termination agreement and related party transactions of the subscription contract for non-public offering with conditional effect with the controlling shareholders
1. Proposal on full text and summary of 2021 semi annual report
On August 25, 2021, the 4th meeting of the 10th board of supervisors 2. Proposal on withdrawing provision for asset impairment and scrapping and write off of some assets 3. Proposal on purchasing liability insurance for the company and its directors, supervisors and senior managers
On October 27, 2021, the 10th board of supervisors 1. Proposal on the third quarter report of 2021
5th meeting
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
The board of supervisors believes that the company operates in strict accordance with relevant laws and regulations and the articles of Association; The operation of the general meeting of shareholders and the board of directors of the company is standardized, the decision-making procedures are legal and compliant, and the contents of resolutions are legal and effective; When performing their duties, the directors and senior managers of the company did not violate the relevant provisions of laws and regulations and the articles of association, and did not damage the interests of the company and shareholders.
2. Financial situation of the company
The board of supervisors carefully inspected and reviewed the company's financial status, financial management and operating results during the reporting period. The board of supervisors believed that the company had sound financial system, sound internal control mechanism and good financial status. The "standard unqualified opinion" audit report issued by Dahua Certified Public Accountants (special general partnership) truly, accurately and completely reflects the financial status and operating results of the company in 2021. There are no false records, misleading statements or major omissions in the report.
3. Internal control of the company
The board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented to ensure the orderly and effective development of the company's business activities. The company's corporate governance, business management, financial management, information disclosure and other activities are carried out in strict accordance with the provisions of the company's internal control system, and all links of the activities have been reasonably controlled to ensure the orderly and efficient development of the company's businesses, effectively control the business risks and safeguard the interests of the company and shareholders. The company's 2021 internal control evaluation report comprehensively, objectively and truly reflects the construction and operation of the company's internal control system.
4. Related party transactions of the company
Whether the decision-making procedures of listed companies and related party transactions are in line with the provisions of the laws and regulations on fair trading of shares, whether the procedures for insider trading of listed companies and related party transactions are in line with the provisions of the relevant laws and regulations, and whether the decision-making procedures of listed companies and related party transactions are strictly in line with the provisions of the relevant laws and regulations.
5. Supervise the performance of directors and senior managers
In 2021, the board of supervisors supervised and inspected the performance of duties by the directors and senior managers of the company. In the past year, both the old and new directors and senior managers were able to be diligent and responsible, operate according to law, no directors and senior managers took advantage of their positions to seek personal interests, and no violations were found in the performance of their duties. Directors and senior managers are honest and law-abiding, ensuring the realization of the company's objectives and the normal progress of all work.
6. Implementation of insider system
The board of supervisors of the company has inspected the registration and management of insider information. The company has established the insider information management system, which can strictly implement and implement the window period prohibition of trading tips for insider information and external information users as required, and register insider information for the record. During the reporting period, the company did not have any insider trading the company's shares by using the insider information, and the company's directors, supervisors and senior managers illegally traded the company's shares.
7. Changes in accounting policies
During the reporting period, according to the requirements of the accounting standards for Business Enterprises No. 21 - leasing revised and issued by the Ministry of finance of the people's Republic of China in December 2018, the company changed the relevant accounting policies originally adopted from January 1, 2021. This accounting policy change and the company's application of the new leasing standards are reasonable changes made according to the requirements of relevant documents of the Ministry of finance, which can more objectively and fairly reflect the company's financial status, operating results and actual situation, provide more reliable and accurate accounting information, comply with relevant regulations, the actual situation of the company and the relevant provisions of the accounting standards for business enterprises. The examination and approval procedures for the change of accounting policies comply with the provisions of relevant laws, regulations and normative documents. The changed accounting policies can more accurately reflect the company's financial situation and operating results, and there is no damage to the legitimate rights and interests of the company and shareholders.
8. Supervision over major asset restructuring
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies and other laws, regulations and normative documents, the company supervised the implementation of outstanding matters of major asset restructuring that the company continued to implement during the reporting period, and there were no violations in the implementation process, There are no other circumstances that damage the interests of the company's shareholders or cause the loss of the company's assets.
9. Supervision over non-public offering of shares
Supervise the decision-making and implementation of the non-public offering of A-Shares implemented by the company during the reporting period. In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance of listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws, regulations and normative documents, the company shall supervise the reporting matters of the company's preparation for non-public offering of a shares. Although the matter was subsequently terminated due to relevant factors, the decision-making procedure was complete, legal and effective, the preparation was detailed and detailed, and there was no damage to the interests of the company's shareholders in the process.
10. External guarantee
During the reporting period, the board of supervisors supervised and verified the external guarantees of the company, and believed that the external guarantees of the company were in line with the provisions of the company law and other relevant laws and regulations, the articles of association and the measures for the administration of external guarantees of the company, and fulfilled the obligation of information disclosure after being deliberated and approved by the board of directors and the shareholders' meeting. The guaranteed objects were mainly the holding subsidiaries of the company, and no illegal guarantees were found in 2021, There are no guarantees that should be disclosed but not disclosed.
In 2022, the board of supervisors will continue to strictly implement the company law of the people's Republic of China, the securities law of the people's Republic of China, the articles of association and other relevant provisions, faithfully and diligently perform the duties of the board of supervisors, supervise and urge the company to standardize its operation, continue to strengthen its own learning, and further enhance its awareness of risk prevention. In accordance with the requirements of China Securities Regulatory Commission, Shenzhen Stock Exchange and other regulatory authorities, Continuously improve the corporate governance structure, improve the management level, and earnestly safeguard the rights and interests of the company and all shareholders..
Zhuhai Huajin Capital Co.Ltd(000532) board of supervisors March 22, 2022
