Unisplendour Corporation Limited(000938)
Report of the board of supervisors in 2021
In 2021, the board of supervisors of Unisplendour Corporation Limited(000938) (hereinafter referred to as “the company”) conscientiously performed and independently exercised the supervisory powers and duties of the board of supervisors in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. The members of the board of supervisors attended or attended all the general meetings of shareholders and the meetings of the board of directors during the reporting period, effectively supervised the company’s business activities, financial status, major decisions, the convening procedures of the general meeting of shareholders and the performance of duties by directors and senior managers, protected the interests of shareholders, the interests of the company and the legitimate rights and interests of employees, and promoted the standardized operation of the company. The work of the board of supervisors in 2021 is reported as follows: I. meetings of the board of supervisors during the reporting period
In 2021, the board of supervisors held 6 meetings. The details of the meeting are as follows:
1. The company held the 22nd Meeting of the 7th board of supervisors on April 23, 2021, deliberated and approved the report of the board of supervisors in 2020, the full text and abstract of the annual report in 2020, the profit distribution plan in 2020, the evaluation report on internal control in 2020, and the proposal on the change of accounting policies and supplement of accounting estimates Plan for the election of non employee representative supervisors by the board of supervisors. The announcement on the resolution of the 22nd Meeting of the seventh board of supervisors and relevant announcements were published in China Securities Journal, securities times, Shanghai Securities News and cninfo on April 24, 2021.
2. The company held the 23rd Meeting of the 7th board of supervisors on April 29, 2021, and reviewed and approved the full text of the company’s first quarter report of 2021.
3. On May 17, 2021, the company held the first meeting of the eighth board of supervisors, deliberated and adopted the proposal on electing the chairman of the eighth board of supervisors. The announcement of the resolution of the first meeting of the eighth board of supervisors and relevant announcements were published in China Securities Journal, securities times, Shanghai Securities News and cninfo.com on May 18, 2021.
4. On June 4, 2021, the company held the second meeting of the eighth board of supervisors, deliberated and adopted the proposal on extending the validity period of the resolutions of the general meeting of shareholders of non-public development banks. The announcement on the resolution of the second meeting of the eighth board of supervisors and relevant announcements were published in China Securities Journal, securities times, Shanghai Securities News and cninfo.com on June 5, 2021.
5. The company held the third meeting of the eighth board of supervisors on August 27, 2021, and reviewed and approved the full text and summary of the company’s 2021 semi annual report.
6. The company held the fourth meeting of the eighth board of supervisors on October 29, 2021, and reviewed and approved the company’s third quarter report of 2021. 2、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
1. Legal operation of the company
In accordance with the company law, the articles of association and other relevant provisions, the members of the board of supervisors of the company attended all the general meetings of shareholders and meetings of the board of directors held in 2021, and supervised and inspected the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors and the performance of the duties of the directors and senior managers of the company. The board of supervisors believes that in 2021, the board of directors of the company can operate in strict accordance with the provisions of relevant laws and regulations, the articles of association and the normative documents on the governance of listed companies, all decision-making procedures during the reporting period are legal, and a relatively perfect internal control system has been established. No director or senior manager of the company is found to have violated laws, regulations, the articles of association or harmed the interests of the company when performing their duties.
2. Check the company’s financial situation
The board of supervisors carefully inspected the financial situation of the company in 2021 and reviewed the quarterly, semi annual and annual financial reports submitted by the board of directors during the reporting period. The board of supervisors believes that the company has sound financial system, effective internal control system and standardized financial operation. The standard unqualified audit report issued by zhongxinghua Certified Public Accountants (special general partnership) on the company’s financial situation in 2021 truly and objectively reflects the company’s financial situation and operating results.
3. Acquisition and sale of assets by the company
The board of supervisors checked the acquisition and sale of assets by the company in 2021. The board of supervisors believed that: the company determined the price based on the principle of fairness and impartiality when acquiring and selling assets, and the transaction price was reasonable; No damage to the interests of shareholders and listed companies was found.
4. Related party transactions of the company
The board of supervisors checked the related party transactions of the company in 2021. The board of supervisors believed that the approval procedures of the related party transactions of the company in 2021 were in line with the relevant provisions of laws, regulations and the articles of association, the transaction price was fair and reasonable, reflecting the principle of fairness and impartiality, and no damage was found to the interests of listed companies and minority shareholders.
5. Comments on the self-evaluation report of internal control
The company has established and improved the internal control system in accordance with the requirements of relevant laws, regulations and normative documents of the Ministry of finance, China Securities Regulatory Commission and Shenzhen Stock Exchange and the principle of internal control. The company’s corporate governance structure and internal control system are sound, which ensure the full and effective implementation and supervision of key control activities such as holding subsidiaries, related party transactions, external guarantees, major investments and information disclosure; The formed internal control decision-making mechanism, execution mechanism and supervision mechanism can ensure the realization of the company’s operation and management objectives, effectively control the operation risk, and ensure the reliability of the financial report. After reviewing the company’s internal control evaluation report, the board of supervisors believes that the content of the company’s internal control evaluation report meets the requirements of relevant laws, regulations and normative documents, and truly, objectively and completely reflects the actual situation of the company’s internal control. The board of supervisors has no objection to the internal control evaluation report submitted by the board of directors.
6. Implementation of the company’s information disclosure management system
The board of supervisors checked the implementation of the company’s information disclosure management system in 2021. The board of supervisors believed that the company fulfilled its information disclosure obligations in accordance with laws, regulations, normative documents and the company’s information disclosure management system, and the company’s information disclosure was true, accurate, timely and complete.
7. Implementation of the company’s registration and management system for insiders
The board of supervisors supervised and verified the implementation of the company’s registration and management system for insiders in 2021. The board of supervisors believed that the company carried out insider information management and insider registration management in strict accordance with the provisions of the registration and management system for insiders, effectively prevented insider trading and other illegal acts, and protected the legitimate rights and interests of investors.
In 2022, the board of supervisors will continue to faithfully and diligently perform all duties of the board of supervisors in strict accordance with the company law, the articles of association and other relevant provisions, effectively supervise the daily performance of duties of the board of directors and senior managers according to law, actively attend the general meeting of shareholders and the meeting of the board of directors as nonvoting delegates, timely understand the financial situation of the company, and supervise the legality and compliance of major decision-making matters and their deliberation procedures of the company, Further promote the improvement of the corporate governance structure and the standardized operation of operation and management, effectively safeguard and protect the legitimate rights and interests of the company and shareholders, and promote the better and faster development of the company.
Unisplendour Corporation Limited(000938)
Board of supervisors
March 25, 2022
