China Railway Prefabricated Construction Co.Ltd(300374)
Work report of the board of supervisors in 2021
China Railway Prefabricated Construction Co.Ltd(300374) (hereinafter referred to as “the company”) during the reporting period, all members of the board of supervisors strictly performed their duties in accordance with the functions and powers conferred by the company law, the articles of association, the rules of procedure of the board of supervisors, the Shenzhen Stock Exchange GEM Listing Rules and relevant laws and regulations, and in the attitude of being responsible to all shareholders, and paid close attention to the company’s finance, directors The management and other senior managers supervised the legality and compliance of performing their duties, which promoted the standardized operation of the company.
The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors during the reporting period
During the reporting period, the company successfully completed the replacement of the third session of the board of supervisors. In 2021, the board of supervisors held 7 meetings. The convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations and the company’s system. The meeting and resolutions are summarized as follows:
Time of convening: proposals considered and adopted at the session of the meeting
1. Proposal on 2020 annual report and summary of the company
2. Proposal on the work report of the board of supervisors in 2020
3. Proposal on the company’s 2020 annual financial statement report
4. Proposal on the company’s 2020 annual audit report
March 25, 2021 the third session of the board of supervisors Proposal on the company’s 2020 profit distribution plan
6. 21st Meeting Proposal on the company’s internal control evaluation report in 2020
Discussion 7 Proposal on the special report on the deposit and use of the company’s raised funds in 2020
8. Proposal on the confirmation of the company’s daily connected transactions in 2020 and the prediction of daily connected transactions in 2021
9. Proposal on the company’s 2021 annual budget objectives and budget indicators of each unit
April 26, 2021 the third session of the board of supervisors Proposal on the company’s report for the first quarter of 2021
22nd Meeting
1. Proposal on the company carrying out e-credit business and related party transactions of the third board of supervisors through the supply chain financial platform of China Railway Commercial factoring Co., Ltd
23rd Meeting on June 7, 2021 2 Proposal on asset securitization business and related party transactions between the company and China Railway Capital Co., Ltd
3. Proposal on increasing the forecast of daily connected transactions in 2021
August 23, 2021 the third board of supervisors 1 Proposal on the company’s 2021 semi annual report and summary
2. 24th Meeting Proposal on asset securitization business and related party transactions between the company and China Railway Trust Co., Ltd
September 28, 2021 the third board of supervisors
1. 25th meeting Proposal on the election of shareholder representative supervisors of the Fourth Board of supervisors
Discuss
October 14, 2021 the 4th board of supervisors 1 Proposal on the election of the chairman of the Fourth Board of supervisors
1st meeting
October 27, 2021 the 4th board of supervisors 1 Proposal on the third quarter report of the company in 2021
2. Second meeting Proposal on withdrawing credit and asset impairment losses from January to September 2021
During the reporting period, in addition to attending the meetings of the board of supervisors, all supervisors of the board of supervisors also attended the board of directors and the general meeting of shareholders of the company as nonvoting delegates, listened to the deliberation of various proposals at the meeting, understood the formation process of various important decisions of the company, mastered the business performance of the company, performed the informed supervision and inspection functions of the board of supervisors, and ensured the standardization of the operation and management behavior of the company.
2、 Supervision and inspection of the board of supervisors on relevant matters of the company in 2021
During the reporting period, in accordance with the relevant provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the board of supervisors of the company earnestly performed the functions of the board of supervisors in order to effectively safeguard the interests of the company and the rights and interests of the majority of small and medium-sized investors, and comprehensively supervised the company’s legal operation, financial status, raised funds, related party transactions, external guarantees, internal control, etc, After careful deliberation, it is agreed that: (I) the operation of the company according to law
The board of supervisors attended 13 meetings of the board of directors and 4 meetings of shareholders of the company in 2021 according to law, and strictly supervised the company’s decision-making procedures and the performance of directors and managers.
During the reporting period, the board of supervisors of the company conscientiously performed its supervision duties and supervised and inspected the convening procedures, resolutions, implementation of resolutions of the general meeting of shareholders and the board of directors, performance of duties of senior managers and daily production and operation activities of the company in accordance with relevant laws, regulations and the articles of association. The board of supervisors believes that the company can operate in accordance with relevant laws, regulations and the articles of association, and all resolutions formed are legal and effective, and there is no violation of laws and regulations, the articles of association or damage to the interests of the company, shareholders and employees.
(II) check the financial status of the company
The board of supervisors conducted careful and effective supervision, inspection and audit on the company’s financial situation, financial management and financial results in 2021, and believed that the company had sound financial system, standardized financial operation and good financial condition. The financial report truly and fairly reflects the financial position and operating results of the company in 2021. (III) independent opinions on related party transactions
The decision-making procedures of the company’s related party transactions in 2021 comply with the provisions of relevant laws, regulations and the articles of association, meet the actual production and operation needs of the company, and there is no behavior damaging the interests of the company and all shareholders.
(IV) opinions on self-evaluation report of internal control
The 2021 internal control evaluation report truly and objectively reflects the construction and implementation of the company’s internal control system.
(V) external guarantee of the company
During the reporting period, the board of supervisors supervised and inspected the external guarantee of the company, and the company did not violate the guarantee or damage the interests of shareholders.
(VI) funds occupied by controlling shareholders and other related parties of the company
Upon review, the board of supervisors believes that the company does not provide guarantees for the controlling shareholders and other related parties, any unincorporated units or individuals in violation of regulations, nor does it occupy funds in violation of regulations with the controlling shareholders and other related parties.
3、 Key points of work of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to perform its duties faithfully and diligently in strict accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other relevant systems, so as to promote the improvement of the corporate governance structure and the standardized operation of operation and management of the company. Focus on the following aspects:
(I) 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. (II) strengthen supervision and inspection to prevent business risks. Strengthen the supervision and verification of the company’s investment, external guarantee, property disposal, related party transactions and other major matters; Inspect the financial situation of the company according to law; Strengthen communication with the company’s internal audit department, further strengthen internal control, understand and master the company’s operating conditions, and prevent business risks.
(III) strengthen internal learning, actively participate in relevant training organized by regulatory agencies and industry associations, continue to promote the self construction of the board of supervisors, 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.
China Railway Prefabricated Construction Co.Ltd(300374) board of supervisors March 24, 2022
