Shenzhen Institute Of Building Research Co.Ltd(300675)
Work report of the board of supervisors in 2021
In 2021, under the guidance of shareholders and the support of the board of directors and management, the board of supervisors of the company strictly abided by the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other systems, earnestly performed its statutory supervision duties, and actively promoted the reform of the company’s supervision system and mechanism, We explored and constructed the “six in one” supervision system of “discipline inspection and supervision, board of supervisors, chief financial officer, internal audit, internal control and risk control”, deeply carried out various supervision and inspection work, promoted the effective integration of inner-party supervision and corporate governance supervision, promoted the standardized operation of the company, and better safeguarded the legitimate rights and interests of the company and shareholders.
1、 Overall evaluation of business management and reform and development
(I) operation and management
We will make overall plans for the internal and external development of Guangdong and Macao, make concerted efforts to overcome the adverse factors of the epidemic situation, focus on the internal and external risks, achieve the sustainable development of the company’s “double stable” business in Guangdong and Macao, make full use of the internal and external risks of Guangdong and Macao, focus on the “double stable” business environment, and achieve the sustainable development of Hong Kong and Macao in the face of the deterioration of the epidemic situation.
(II) reform and development
During the reporting period, the company continued to promote the reform of system and mechanism, deepened the construction of “self-organization” system, formulated and issued the measures for the implementation of fault-tolerant mechanism of scientific and technological innovation, aiming to create a good environment for encouraging innovation, supporting responsibility, tolerating mistakes and allowing trial and error, so as to further stimulate the vitality and innovation momentum of all employees. Establish a market and scientific and Technological Innovation Committee, form a corporate scientific and technological innovation characteristic governance mechanism integrating scientific research, business and market, and support scientific and technological innovation and boost business development through the establishment of scientific and technological platforms such as digital laboratory.
In terms of standardizing corporate governance, combined with the current laws and regulations and the company’s scientific reform and innovation plan, and based on the needs of corporate governance at this stage, we have completed the revision of 21 governance systems, including the articles of association, effectively guaranteed the standardized operation of the company, promoted the continuous improvement of corporate governance level and the continuous enhancement of reform and development vitality. In January 2022, the company was rated as the local state-owned enterprise corporate governance demonstration enterprise of the state owned assets supervision and Administration Commission of the State Council, and only two state-owned enterprises in Shenzhen won this honor.
(III) performance evaluation of the board of directors and senior management
All directors and senior managers of the company are diligent, give full play to their role, attend the general meeting of shareholders and the board of directors as required, and carefully consider the matters under consideration. It is not found that the directors and senior managers of the company violate laws and regulations, the articles of association or damage the interests of the company and shareholders when performing their duties.
2、 Supervision of corporate governance
(I) meetings of the board of supervisors
The company held seven meetings of the board of supervisors and reviewed the following contents:
No. time of holding meeting contents of the session
Work report of the company’s board of supervisors in 2020, annual report and summary of the company in 2020, annual audit report of the company in 2020, final financial statement report of the company in 2020, special report on the deposit and use of the company’s raised funds in 2020 and the first use of the third board of supervisors on March 29, 2021 Special report on the occupation of non operating funds and other related capital transactions at the regular meeting of the company in 2020, profit distribution plan of the company in 2020, self-evaluation report on internal control of the company in 2020 and work report on internal control system of the company in 2020 Proposal on applying to the bank for new comprehensive credit line
The first quarter report of the company in 2021, the third calculation management report of the company’s comprehensive budget of the third session of the board of supervisors in 2021, the proposal on the prediction of daily connected transactions in 2021, the proposal on the change of accounting policies and the proposal on Revising the feasibility study report of the company’s future building project at the extraordinary meeting of 2021-4-23 Management plan for remuneration and performance appraisal of directors, supervisors and senior managers of the company in 2021
3. Proposal on applying to the bank for new comprehensive credit line in the fourth session of the third board of supervisors on June 10, 2021
Provisional meeting
The company’s semi annual report of 2021 and its summary, the special report on the deposit and use of raised funds of the company in the second year of the third session of the board of supervisors from April 2021 to August 19, 2021, the proposal on renewing the appointment of the annual audit institution at the 2021 regular meeting, and the proposal on applying for a comprehensive credit line from the bank
5. On October 21, 2021, the fifth report of the third quarter of 2021 of the third session of the board of supervisors, the proposal on Amending the articles of association of the company and the interim meeting, and the proposal on Amending the rules of procedure of the board of supervisors of the company
6. Proposal on nominating non employee representative supervisor candidates in the sixth session of the third board of supervisors on November 3, 2021
Provisional meeting
7. On December 30, 2021, the seventh session of the third board of supervisors, the proposal on the extension of some projects invested with raised funds and the proposal on applying to the bank for the combined credit line of the comprehensive temporary meeting
(II) attendance at or non voting in company meetings
During the reporting period, members of the board of supervisors attended an annual general meeting and an extraordinary general meeting of shareholders, and attended six meetings of the board of directors as nonvoting delegates to supervise the legality and compliance of decisions made by the general meeting of shareholders and the board of directors, and the performance of directors, general managers and other senior managers of the company.
The chairman of the board of supervisors attended the company’s Party committee, general manager’s office meeting and special meetings related to major decisions of the company, timely understood the implementation of decisions made by the general meeting of shareholders and the board of directors by the company’s operation and management, understood the company’s financial data and enterprise operation and management, supervised the decision-making procedures of the operation and management, and put forward suggestions on the company’s operation risk and compliance management.
(III) changes in members of the board of supervisors
During the reporting period, Mr. Liao Junkai, a non employee representative supervisor, resigned from the post of non employee representative supervisor of the company due to work reasons. After deliberation at the sixth interim meeting of the third session of the board of supervisors, it was agreed to nominate Mr. Wang Xiaowei as the candidate of non employee representative supervisor of the board of supervisors. With the approval of the first extraordinary general meeting of shareholders in 2021, Mr. Wang Xiaowei was elected as a non employee representative supervisor, and there was no change in the members of other supervisors.
(IV) study and training of the board of supervisors
The board of supervisors attaches great importance to improving the ability of supervisors to perform their duties, and organizes supervisors to participate in various ways of learning, training and research. All the supervisors participated in the training on the revision and interpretation of the criminal law amendment (XI) securities and Futures Crimes sponsored by the association of listed companies, the information disclosure training carried out by the company’s sponsor Shenwan Hongyuan Group Co.Ltd(000166) Securities Co., Ltd., and the training on the interpretation of the “zero tolerance” policy in the capital market under the new situation sponsored by Shenzhen Securities Regulatory Bureau. According to the regulatory requirements, All supervisors participated in the two-day training for directors and supervisors of Listed Companies in 2021 and passed the examination. In addition, the office of the board of supervisors sent materials such as the newsletter on the supervision of listed companies and the guidelines for the work of the board of supervisors of listed companies to the supervisors for self-study and timely grasp the regulatory policies, regulations and work trends.
(V) investigation and research by the board of supervisors
In order to give full play to the role of the board of supervisors in the corporate governance of listed companies and promote development through supervision, on the one hand, the board of supervisors goes deep into the grass-roots level to carry out supervision and Research on all business sectors of the company; on the other hand, it makes full use of the platform of the board of supervisors to carry out joint research with business departments to help the operation and development of the company.
During the reporting period, the urban development division was investigated on the implementation of urban strategy and business innovation; Conduct research on the development of mixed ownership operation and green operation business in Shenzhen Jiuyi; With the personal participation and guidance of the chairman of the board of supervisors of the controlling shareholder, we carried out business research and special review action on xiong’an headquarters on the compliance construction and clean practice of non local subsidiaries.
During the reporting period, he went to Shenzhen emission rights exchange to carry out research on “double carbon” policy and relevant market opportunities; Go to Shenzhen Gas Corporation Ltd(601139) group to investigate the supervision of the board of supervisors in the field of investment and M & A and the construction of emergency production safety system; Organically combined with customer visit arrangements and business research activities, we went to Shenzhen duty free group and Shenzhen Guangming talent home to have friendly interactive exchanges on bilateral cooperation matters.
(VI) daily supervision of the board of supervisors
The supervisors of the company actively perform their supervision duties, comprehensively understand and evaluate the major matters of the company, supervise the convening procedures, decision-making process and legal compliance of the board of directors, pay attention to the directors’ participation in relevant meetings, opinions and suggestions and the operation of the professional committees of the board of directors, and supervise the authenticity, accuracy, integrity and timeliness of relevant announcements.
Based on the improvement of management effectiveness and helping the company’s management pay attention to internal risks and improve work, the board of supervisors put forward written supervision opinions in the form of prompt letter, suggestion letter and consultation letter.
Three reminder letters were issued during the reporting period, and the reminder matters had been rectified or were under normal progress by the end of the reporting period, including one reminder letter for the cash management of the funds collected from the wholly-owned subsidiaries decided at the first interim general manager’s office meeting in 2021; Issue a reminder letter for the delay in handling the change of Shareholder Information Industrial and commercial registration of the joint-stock subsidiary; For the potential safety hazards of the monitoring system of the construction science building, a reminder letter was sent to the administration department.
During the reporting period, one letter of recommendation was issued to the finance department in response to the implementation of the new leasing standards, to establish and evaluate the financial impact of the implementation of the new leasing standards on the application of stock leasing contracts, strengthen the pre lease measurement management and business identification of leasing business, and improve the management of leasing contracts.
During the reporting period, 2 consultation letters were sent to the management of holding subsidiaries to inspire the management to think deeply about the development of the company; Send a letter to the management of the public credit service division to advise on the integrity, technological innovation and other risks and Countermeasures of the division.
(VII) special supervision of the board of supervisors
During the reporting period, the board of supervisors carried out special supervision on investment business. First, review the company’s post investment evaluation report and post project evaluation report in 2021, the chairman of the board of supervisors issued independent audit opinions, and put forward some optimization suggestions on investment management to the management; Second, carry out special supervision on the equity acquisition of the joint-stock company Liulin technology, prompt and pay attention to the fairness of the acquisition price and the risk of future profit realization, supervise and urge the improvement of the acquisition agreement and other decision-making related proposals, and add risk response provisions; Third, participate in the preliminary investigation and adjustment of the proposed M & a project, conduct risk screening before investment supervision, and effectively prevent pre investment risks; Fourth, carry out special supervision on the revision of the feasibility study report, the revision of relevant systems of project construction and project bidding and procurement activities for the future building project of the company’s major investment project.
3、 Independent opinions of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
In 2021, members of the board of supervisors of the company attended or attended the board of directors and general meeting of shareholders of the company, and strictly supervised the decision-making procedures of the company and the performance of directors and senior managers of the company. The board of supervisors believes that the convening, convening and decision-making procedures of the board of directors and the general meeting of shareholders of the company comply with 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, the contents of relevant resolutions are legal and effective, and the company is not found to have any business behavior in violation of laws and regulations. During the reporting period, the board of supervisors did not propose to convene an extraordinary general meeting of shareholders.
(II) financial inspection of the company
During the reporting period, the company’s financial management strictly implemented the accounting law of the people’s Republic of China, accounting standards for business enterprises and other laws and regulations, the internal control system of financial accounting was sound, and there were no false records, misleading statements or major omissions in the financial report. The regular financial reports of the company truly, accurately, objectively and completely reflect the actual situation of the company. KPMG Huazhen certified public accountants has audited the company’s 2021 financial statements and issued a standard unqualified audit report. The company’s financial statements have fairly reflected the financial status, operating results and cash flow.
(III) opinions on the self-evaluation report of the company’s internal control
After carefully reviewing the self-evaluation report of the company’s internal control, the board of supervisors believes that the company carries out internal control in accordance with the relevant provisions of China Securities Regulatory Commission, Shenzhen Securities Regulatory Bureau and Shenzhen Stock Exchange and the basic principles of internal control. The self-evaluation report of the company’s internal control complies with the provisions of the basic norms of enterprise internal control and its supporting guidelines and other internal control supervision requirements. The evaluation results comprehensively, truly and objectively reflect the actual situation of the company’s internal control. KPMG Huazhen Certified Public Accountants issued an unqualified internal control audit report. The company has maintained effective internal control over financial reporting in all major aspects in accordance with the basic norms of enterprise internal control and relevant regulations.
(IV) related party transactions
The non fair transactions between the shareholders and the related parties do not damage the interests of the company in 2021. The board of directors is honest, trustworthy, diligent and responsible in the process of making decisions on related party transactions. The management’s response to the board of directors
