Shantui Construction Machinery Co.Ltd(000680) board of supervisors
Review opinions on relevant matters of the 15th meeting of the 10th board of supervisors
1、 Review opinions on the company's 2021 annual report and its summary
After examination, the board of supervisors believes that the procedures of Shantui Construction Machinery Co.Ltd(000680) 2021 annual report and its summary prepared and deliberated by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions. 2、 Review opinions on the company's 2021 report on the provision for asset impairment and asset write off
In accordance with the internal control system for the company's provision for asset impairment and loss treatment and the accounting standards, the company's report on the provision for asset impairment and asset write off in 2021 reflects the company's provision for bad debts of receivables, provision for inventory depreciation, provision for impairment of contract assets, provision for impairment of long-term receivables, provision for impairment of long-term equity investment, provision for impairment of fixed assets, provision for impairment of intangible assets Provision for impairment of Goodwill: the balance of bad debt provision in the current period is 640268200 yuan, the balance of inventory depreciation provision is 33762400 yuan, the balance of contract assets impairment provision is 467500 yuan, the balance of long-term receivables impairment provision is 1636700 yuan, the balance of long-term equity investment impairment provision is 4903200 yuan, the balance of fixed assets impairment provision is 662900 yuan, the balance of intangible assets impairment provision is 10000 yuan, and the balance of goodwill impairment provision is 1554800 yuan, The write off of bad debts was 190611 million yuan. The report also analyzes the impact of the amount of provision for bad debts, provision for inventory depreciation, provision for impairment of contract assets, provision for impairment of long-term receivables, provision for impairment of long-term equity investment, provision for impairment of fixed assets, provision for impairment of intangible assets and provision for impairment of goodwill on the company's financial situation and operating results. The board of supervisors reviewed and considered that the provision for asset impairment and asset write off in this period comply with the provisions of the company law, the internal control system for the provision for asset impairment and loss treatment of the company and the accounting standards.
3、 Review opinions on the 2021 internal control evaluation report of the company
In accordance with the requirements of laws, regulations and normative documents such as the basic norms of enterprise internal control, the guidelines for the application of enterprise internal control, the guidelines for the evaluation of enterprise internal control, the guidelines for the audit of enterprise internal control, and the guidelines for the self discipline supervision of listed companies No. 1 - standardized operation of listed companies on the main board jointly issued by the Ministry of Finance and the CSRC, Shantui Construction Machinery Co.Ltd(000680) the board of supervisors reviewed the 2021 internal control evaluation report of the company and issued the following opinions:
(I) the company has established a relatively perfect corporate governance structure, which ensures the standardized operation and healthy development of the company, protects the legitimate rights and interests of shareholders, and is conducive to the realization of the company's strategic objectives. Various internal control systems are well formulated and effectively implemented, which meet the requirements of relevant normative documents of China Securities Regulatory Commission and Shenzhen Stock Exchange, and effectively prevent risks while promoting the development of various businesses of the company; The internal structure of the company is complete and orderly, and the operation is normal. All directors, supervisors, senior managers and other employees of the company can also be conscientious and diligent.
(II) in 2021, the company can strictly abide by the company law, the securities law and the relevant provisions of the CSRC and Shenzhen Stock Exchange, standardize the operation, and strictly implement the relevant normative documents. There is no violation of the standards for the governance of listed companies and the guidelines for the internal control of listed companies. The company and relevant personnel are not publicly condemned by the CSRC and Shenzhen Stock Exchange, and the company is not issued with qualified opinions, unable to express opinions or negative opinions by external audit institutions.
To sum up, the board of supervisors of the company believes that the 2021 internal control evaluation report objectively, truly and accurately reflects the basic elements of the company's internal control and the development of internal control evaluation. The company has established a relatively perfect internal control system and perfect corporate governance structure, which ensures the orderly and effective development of the company's business activities, the legal compliance of operation and management and the safety of assets, Safeguarding the interests of the company and shareholders. The company's current internal control system is in line with the actual operation of the company and meets the needs of the company's development. It is recommended that the company continuously improve the internal control system, strengthen the company's risk control and continuously improve the level of corporate governance.
4、 Review opinions on the use of letter of guarantee, letter of credit and foreign exchange to pay the investment project funds of raised funds and replace them with the same amount of raised funds
The company's use of letter of guarantee, letter of credit, foreign exchange and other means to pay the funds invested by the raised funds and replace them with the raised funds in the same amount is conducive to improving the use efficiency of the raised funds and promoting the implementation plan of the raised investment projects, which is in line with the interests of the company and shareholders, does not affect the normal implementation of the raised investment projects of the company, and there is no situation of changing the investment direction of the raised funds in a disguised manner and damaging the interests of shareholders. It is agreed that the company will use letter of guarantee, letter of credit and foreign exchange to pay the funds raised for the investment projects and replace them with the raised funds in the same amount during the implementation of the raised investment projects.
5、 Review opinions on the use of some temporarily idle raised funds for cash management
On the premise of ensuring that the construction and use of the raised funds and the safety of the raised funds are not affected, the company plans to use the idle raised funds of no more than RMB 400 million (including this amount) to purchase investment products with high investment safety, good liquidity and guaranteed principal. The content and review procedures comply with the provisions of relevant laws, regulations and normative documents.
The company's use of some temporarily idle raised funds for cash management does not conflict with the implementation plan of the investment project of the raised funds, and there is no situation of changing the purpose of the raised funds in a disguised manner, which is conducive to improving the use efficiency of the raised funds and increasing the company's income, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
In conclusion, the board of supervisors agreed that the company would use some temporarily idle raised funds for cash management.
6、 Review opinions on repurchase and cancellation of some restricted shares
The board of supervisors has reviewed the list of incentive objects that do not meet the incentive conditions and the number of restricted shares repurchased and cancelled. After examination, the board of supervisors believes that: in view of the fact that the two incentive objects have resigned and no longer meet the conditions of the company's restricted stock incentive objects, according to the relevant provisions of the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "management measures") and the company's 2020 restricted stock incentive plan (hereinafter referred to as the "incentive plan"), The company shall repurchase and cancel the restricted shares held by the above personnel that have been granted but have not been lifted.
The repurchase and cancellation of some restricted shares this time complies with the relevant provisions of the company law, the securities law, the administrative measures and the company's incentive plan. The procedures are legal and compliant, and there is no infringement on the interests of all shareholders, especially small and medium-sized shareholders. The board of supervisors unanimously agreed to the repurchase and cancellation of some restricted shares.
Shantui Construction Machinery Co.Ltd(000680) board of supervisors
March 28, 2002
