Shantui Construction Machinery Co.Ltd(000680)
2021 annual work report of the board of supervisors
In 2021, in accordance with the relevant provisions of the company law and the articles of association, and in the spirit of being responsible to all shareholders, the board of supervisors earnestly performed the duties entrusted by relevant laws and regulations, actively and effectively carried out work, supervised the legal operation of the company and the legality and compliance of the duties performed by the company’s senior managers, and safeguarded the legitimate rights and interests of the company and shareholders, The 2021 annual work report of the board of supervisors is hereby submitted to you for deliberation:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 6 meetings of the board of supervisors, which were held in accordance with the provisions of the company law and the articles of association. The specific meetings are as follows:
1. On February 8, 2021, the seventh meeting of the 10th board of supervisors of the company was held by means of communication. There were 3 supervisors and 3 supervisors. The meeting was presided over by Ms. Wang Difei, chairman of the board of supervisors.
The meeting considered and adopted the following proposals:
(1) Deliberating the proposal on daily connected transactions expected in 2021;
(2) Deliberating the proposal on increasing registered capital and amending the articles of Association;
(3) Deliberated the proposal on establishing credit cooperation business of construction machinery with relevant banks.
2. On April 28, 2021, the eighth meeting of the 10th board of supervisors of the company was held by on-site voting in Conference Room 203 of the company’s headquarters building. There were 3 supervisors and 3 actual supervisors. The company’s supervisors Wang Difei, Meng Liang and Kong xiangtian attended the meeting, which was presided over by Ms. Wang Difei, chairman of the board of supervisors.
The meeting considered and adopted the following proposals:
(1) Review the 2020 work report of the board of supervisors;
(2) Review the report of the board of supervisors on the company’s provision for asset impairment and asset write off in 2020; (3) Review the company’s 2020 financial final accounts report;
(4) Review the 2020 profit distribution plan of the company;
(5) Review the 2020 annual report of the company and its summary;
(6) Review the 2021 annual financial budget report of the company;
(7) Review the internal control evaluation report of the company in 2020;
(8) Review the 2020 corporate social responsibility report;
(9) Review the proposal on the 2020 risk assessment report of Shandong heavy industry group finance Co., Ltd;
(10) Deliberating the proposal on applying for bank comprehensive credit line;
(11) Deliberating the proposal on establishing construction machinery credit cooperation business with relevant banks and financial leasing companies;
(12) Deliberating the proposal on carrying out financial leasing business with Shanzhong Financial Leasing Co., Ltd;
(13) Deliberating the proposal on changes in accounting policies;
(14) Deliberating the proposal on the appointment of the company’s audit institution in 2021;
(15) Review the proposal on convening the 2020 annual general meeting of shareholders of the company.
3. On April 29, 2021, the ninth meeting of the 10th board of supervisors of the company was held by means of on-site and communication. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Ms. Wang Difei, chairman of the board of supervisors.
The meeting considered and adopted the following proposals:
(1) Review the first quarter report of the company in 2021;
(2) Deliberating the proposal on using bank acceptance bills to pay the funds of raised investment projects and replacing them with the raised funds in the same amount;
4. On July 2, 2021, the 10th meeting of the 10th board of supervisors of the company was held by means of communication voting. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Ms. Wang Difei, chairman of the board of supervisors. The meeting deliberated and adopted the proposal on repurchase and cancellation of some restricted shares.
5. On August 30, 2021, the 11th meeting of the 10th board of supervisors was held in Conference Room 203 of the company’s headquarters building. The meeting was held by combining on-site and video conference. Three supervisors should be present at the meeting and three actually present. The meeting is presided over by Ms. Wang Difei, chairman of the board of supervisors. The meeting considered and adopted the following proposals:
(1) Review the company’s 2021 semi annual report and its summary;
(2) Review the report of the board of supervisors on the company’s provision for asset impairment and asset write off in the first half of 2021; (3) Review the proposal on the risk assessment report of Shandong heavy industry group finance Co., Ltd. in the first half of 2021; (4) Review the proposal on the special report on the deposit and actual use of raised funds in the half year of 2021; (5) Review the company’s profit distribution plan for the half year of 2021;
(6) Deliberating the proposal on increasing the quota of some daily connected transactions in 2021;
(7) Deliberating the proposal on liquidation and cancellation of wholly owned subsidiaries;
(8) Deliberating the proposal on the proposed transfer of equity and related party transactions of participating companies;
(9) Review the proposal on convening the second extraordinary general meeting of shareholders in 2021.
6. On October 28, 2021, the 12th meeting of the 10th board of supervisors was held in Conference Room 203 of the company’s headquarters building by combining on-site and communication voting. There were 3 supervisors and 3 actual supervisors. The meeting was presided over by Ms. Wang Difei, chairman of the board of supervisors. The meeting considered and adopted the following proposals:
(1) Review the third quarter report of the company in 2021;
(2) Deliberating the proposal on proposed capital reduction and withdrawal from participating companies and related party transactions;
(3) Review the proposal on convening the third extraordinary general meeting of shareholders in 2021;
2、 Performance of duties of the board of supervisors
In 2021, with the support of the company’s shareholders, the board of directors and the management, all members of the board of supervisors attended the general meeting of shareholders and all previous board meetings as nonvoting delegates in accordance with the functions and powers conferred by the company law and the articles of association, and supervised the convening, convening and deliberation procedures of the general meeting of shareholders and the board of directors and the performance of directors’ duties.
On the basis of fully understanding and mastering the company’s daily operation, pay close attention to the company’s financial situation, review the regular reports disclosed by the company, carefully supervise and inspect the company’s legal operation, financial situation, related party transactions and internal control, and express the following opinions on relevant matters of the company:
1. Legal operation of the company
During the reporting period, the board of supervisors inspected and supervised the company’s decision-making procedures, resolutions, the construction and implementation of internal control system, and the performance of duties by directors and senior managers of the company.
The decision-making procedures of the company’s general meeting and the board of supervisors, as well as the internal decision-making procedures of the company’s general meeting and the securities regulatory law of the people’s Republic of China, have been carefully and accurately disclosed, and the company’s internal decision-making procedures and regulations of the board of directors and the board of supervisors have been properly implemented. The directors and senior managers of the company are devoted to their duties and perform their duties diligently. They do not violate laws and regulations, the articles of association or damage the interests of the company and shareholders.
2. Check the company’s financial situation
The board of directors reviewed the company’s financial report in the annual and semi annual period, and the board of supervisors submitted the financial report of the company. The board of supervisors of the company believes that the company has sound financial system and standardized financial operation. Daxin Certified Public Accountants (special general partner) audited the company’s financial situation and issued a standard unqualified audit report on the company’s 2021 financial report. It is believed that the company’s financial statements are prepared in accordance with the accounting standards for business enterprises in all major aspects and fairly reflect the company’s financial situation, operating results and cash flow.
3. Related party transactions
During the reporting period, the board of supervisors supervised and verified the performance of the company’s related party transactions. The board of supervisors of the company believes that the decision-making procedures of related party transactions and related party transactions related to daily operation during the reporting period of the company comply with the provisions of relevant laws, regulations and the articles of association, the price of related party transactions is fair, does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders.
4. Sale of assets by the company
During the reporting period, the board of supervisors supervised and inspected the sale of assets of the company. The board of supervisors of the company believes that the company has strictly fulfilled the decision-making procedures and information disclosure obligations in accordance with relevant regulations, which is legal and compliant, and has not found any damage to the interests of the company and shareholders, especially small and medium-sized shareholders.
5. Opinions of the board of supervisors on the self-evaluation of the company’s internal control
According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, after reviewing the 2021 internal control evaluation report of the company, 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, It ensures the orderly and effective development of the company’s business activities, the legal compliance of operation and management and the safety of assets, and protects 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.
6. Establishment and implementation of insider information management system by the company
After carefully reviewing the establishment and implementation of the company’s insider registration management system, the board of supervisors believes that the company has established a relatively perfect insider management system, controlled the scope of insider information in strict accordance with the system, and registered the list of insider information in time, Issued and signed the confidentiality reminder letter for insiders of the company’s insider information and the confidentiality commitment letter for insiders of the company’s insider information with relevant personnel. There were no insider trading events, safeguarded the principles of openness, fairness and impartiality of the company’s information disclosure, and protected the legitimate rights and interests of investors.
7. Use of funds raised by the company
The board of supervisors checked the deposit, use and management of the company’s raised funds in 2021 and held that the deposit and use of the company’s raised funds were in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws and regulations The normative documents and the articles of association, the management and use system of raised funds and other relevant provisions of the company have not changed the investment direction of raised funds in a disguised manner, harmed the interests of shareholders of the company, or had any other material impact on the implementation of the project. Its decision-making procedures comply with relevant regulations, and the reasons are reasonable and appropriate. 3、 Work arrangement of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to further standardize the work of the board of supervisors, faithfully perform its duties, continuously improve the ability and level of the board of supervisors, further promote the standardized operation of the company and effectively safeguard the interests of listed companies and shareholders in strict accordance with the provisions of the company law, the securities law, the articles of association and relevant laws, regulations and departmental rules.
1. Further supervise the operation of the company according to law and actively promote the standardized operation of the corporate governance structure. Constantly adapt to the new regulatory requirements and the development needs of the company, and improve the supervision responsibilities in combination with the construction and implementation of the company’s internal control norms; Focus on the construction of internal control, standardized operation and improving the level of supervision, and constantly improve the working mode; Pay attention to the construction and effective operation of the company’s risk management and internal control system, and improve the supervision and guarantee system of the board of supervisors; Take the preparation and disclosure of financial reports, the application of accounting standards, major asset impairment and other major financial matters as the focus of supervision, and constantly deepen financial supervision. 2. Combined with the specific situation of the enterprise, improve the internal audit mechanism and strengthen the audit work. The board of supervisors will strengthen the collection and analysis of daily performance information, improve the supervision of the performance of directors and senior managers of the company, improve the effectiveness of performance supervision and evaluation, understand and review the financial report by regularly or irregularly inspecting the financial situation of the company, supervise the financial operation of the company, and effectively safeguard the interests of the company and all shareholders.
3. Strengthen the self construction of the board of supervisors and improve their ability to perform their duties. Pay attention to training and self-improvement, continue to strengthen the study of laws and regulations such as the company law, the securities law and the governance standards for listed companies, actively participate in the relevant training organized by the securities regulatory bureau and the Securities Industry Association, continue to strengthen the training and study of business knowledge such as accounting, auditing and finance, actively carry out work exchanges, innovate work ideas and methods, strive to improve supervision efficiency and give full play to the work initiative of supervisors, Continuously improve the performance level of all supervisors, and earnestly and continuously promote the self construction of the board of supervisors.
4. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other laws, regulations, normative documents, the articles of association and other relevant provisions, comprehensively verify the authenticity and fairness of the deposit and use of raised funds, And check the special report issued by the board of directors and the work report issued by the third party.
Shantui Construction Machinery Co.Ltd(000680) board of supervisors
March 28, 2002
