Shanghai Putailai New Energy Technology Co.Ltd(603659)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company successively completed the election of new supervisors and chairman of the second board of supervisors and the general election of the third board of supervisors in strict accordance with the company law, securities law and other laws and regulations, the articles of association and rules of procedure of the board of supervisors. All previous supervisors of the board of supervisors adhered to the working attitude of diligence and responsibility, gave full play to the supervisory role of the board of supervisors, ensured that the board of supervisors independently and effectively performed its duties, and always maintained the company The legitimate rights and interests of employees and investors. The main work of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors during the reporting period
（1） Attendance at the board of directors and general meeting of shareholders as nonvoting delegates
During the reporting period, the board of supervisors of the company attended all previous meetings of the board of directors and shareholders as nonvoting delegates, strictly supervised the legality and compliance of the convening of all previous meetings, proposal deliberation, voting procedures, resolution implementation and other links, always earnestly performed its own supervision responsibilities and independently exercised its functions and powers according to law.
（2） Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held 11 meetings, as follows:
1. The company held the 22nd Meeting of the second board of supervisors on March 15, 2021, which was convened and presided over by Ms. Liu Fang, chairman of the board of supervisors. The meeting deliberated and approved the work report of the board of supervisors in 2020, the financial final accounts report in 2020, the annual report in 2020 and the summary of the annual report in 2020, the plan for profit distribution and capital reserve conversion in 2020, the special report on the deposit and use of raised funds in 2020, and the proposal on the explanation of related party transactions of the company in 2020 Proposal on the provision for asset impairment, proposal on the achievement of Shandong Xingfeng’s performance commitment in 2020, report on the evaluation of the company’s internal control in 2020, social responsibility report in 2020 and proposal on the renewal of the appointment of accounting firms.
2. The company held the 23rd Meeting of the second board of supervisors on April 11, 2021, which was convened and presided over by Ms. Liu Fang, chairman of the board of supervisors. The meeting considered and adopted the report of the first quarter of 2021.
3. The company held the 24th Meeting of the second board of supervisors on May 10, 2021, which was convened and presided over by Ms. Liu Fang, chairman of the board of supervisors. The meeting deliberated and adopted the proposal on Inner Mongolia Xingfeng capital increase and merger of Inner Mongolia Zichen and the proposal on joint investment and related party transactions with related parties.
4. The company held the 25th meeting of the second board of supervisors on June 18, 2021, which was convened and presided over by Ms. Liu Fang, chairman of the board of supervisors. The meeting deliberated and adopted the proposal on increasing the guarantee amount for wholly-owned and holding subsidiaries in 2021.
5. The second meeting of the 26th board of supervisors was convened by Ms. Liu Fang on July 2021. The meeting deliberated and adopted the proposal on providing related party guarantee to jintaiyuan industry and the proposal on nominating candidates for supervisors of the second board of supervisors.
6. The company held the 27th meeting of the second board of supervisors on July 26, 2021, which was convened and presided over by Mr. Fang Qi, the supervisor. The meeting deliberated and adopted the proposal on electing the chairman of the second board of supervisors of the company. 7. The second meeting of the board of supervisors was convened by Mr. Fang Qi on May, 2021 and presided over by Mr. Fang Qi. The meeting deliberated and adopted the semi annual report of 2021 and the summary of the semi annual report of 2021, the special report on the deposit and use of the raised funds in the semi annual report of 2021, and the proposal on adjusting the repurchase price and repurchasing and cancelling some granted but unlocked restricted shares Proposal on the achievement of unlocking conditions for the first grant phase III and the reserved grant phase II of the restricted stock incentive plan in 2018.
8. The company held the 29th meeting of the second board of supervisors on October 19, 2021, which was convened and presided over by Mr. Fang Qi, chairman of the board of supervisors. The meeting deliberated and adopted the proposal on temporarily replenishing working capital with some idle raised funds.
9. The company held the 30th meeting of the second board of supervisors on October 28, 2021, which was convened and presided over by Mr. Fang Qi, chairman of the board of supervisors. The meeting considered and adopted the report of the third quarter of 2021.
10. The company held the 31st meeting of the second board of supervisors on December 7, 2021, which was convened and presided over by Mr. Fang Qi, chairman of the board of supervisors. The meeting deliberated and adopted the proposal on the general election of the board of supervisors, the rules of procedure of the board of supervisors (revised in 2021), the proposal on the application of credit line by the company and its subsidiaries in 2022, the proposal on providing guarantee to wholly-owned and holding subsidiaries in 2022, the proposal on providing related party guarantee to jintaiyuan industry, the proposal on the prediction of daily related party transactions in 2022 Proposal on cash management using some temporarily idle raised funds and self owned funds.
11. The company held the first meeting of the third board of supervisors on December 27, 2021, which was convened and presided over by Mr. Fang Qi, the supervisor. The meeting deliberated and adopted the proposal on electing the chairman of the board of supervisors of the company.
2、 Review opinions of the board of supervisors on relevant matters
The rules of procedure and other relevant provisions carefully study, analyze and demonstrate the company’s standardized operation, major business decisions, major foreign investment, related party transactions and internal control, so as to effectively safeguard the legitimate rights and interests of the company and the majority of investors. The classification description of relevant matters is as follows:
（1） Standardized operation of the company
In 2021, the board of supervisors of the company attended all previous meetings of the board of directors and shareholders in accordance with the law, and carefully supervised the convening of relevant meetings, proposal deliberation, voting procedures, implementation and implementation of resolutions, and the performance of duties of directors and senior managers. The board of supervisors held that the convening of all previous general meetings of shareholders and meetings of the board of directors during the reporting period was legal and effective, the decision-making procedures were in line with the provisions of the company law, the securities law and other relevant laws and regulations, the articles of association, the rules of procedure of the board of directors, the rules of procedure of the general meeting of shareholders and other relevant provisions, and all resolutions could be implemented scientifically and effectively. The directors and senior managers of the company are diligent and conscientious, and do not violate laws and regulations, the articles of association or damage the interests of the company.
（2） Financial situation and audit work of the company
During the reporting period, the board of supervisors of the company carefully supervised and reviewed the company’s financial system and financial status, timely tracked and verified the company’s financial status and operating results by reviewing the company’s quarterly, semi annual and annual financial reports and other documents, and successively held the 22nd Meeting of the second board of supervisors to review and approve the 2020 financial final account report The 2020 annual report and the summary of the 2020 annual report, the 2020 plan for profit distribution and conversion of capital reserve into share capital, and the proposal on renewing the appointment of accounting firms; Convene the 23rd Meeting of the second board of supervisors to review and approve the report of the first quarter of 2021; Convene the 28th meeting of the second board of supervisors to consider and adopt the 2021 semi annual report and the 2021 semi annual report summary; The 30th meeting of the second session of the board of supervisors was held to review and adopt the third quarter report of 2021.
The board of supervisors believes that the company’s financial management system and internal control system are scientific and sound, the operation is standardized, the company’s financial situation is good, the financial report during the reporting period truly and objectively reflects the company’s financial situation and operating results, and there are no false records, misleading statements or major omissions. The company’s financial statements have been audited by Ernst & Young Huaming Certified Public Accountants (special general partnership) and issued a standard unqualified audit report.
（3） Use of funds raised by the company
The company supervised and verified the use of raised funds and the storage of special accounts in accordance with the company law, securities law and other laws and regulations and the company’s raised funds management system, and there were no violations in the storage and use of raised funds.
During the reporting period, the board of supervisors of the company successively held the 22nd Meeting of the second board of supervisors, deliberated and adopted the special report on the storage and use of raised funds in 2020; The 28th meeting of the second board of supervisors was held, and the special report on the deposit and use of raised funds in the half year of 2021 was considered and adopted; The 29th meeting of the second board of supervisors was held, and the proposal on temporarily replenishing working capital with some idle raised funds was considered and adopted; The 31st meeting of the second session of the board of supervisors was held, and the proposal on using some temporarily idle raised funds and self owned funds for cash management was considered and adopted.
The board of supervisors held that during the reporting period, the use and management of the company’s raised funds complied with the company law, the securities law, the measures for the administration of raised funds of listed companies on the Shanghai Stock Exchange and the company’s raised funds management system and other laws, regulations and provisions, and the company used some idle raised funds to temporarily supplement working capital The use of some temporarily idle raised funds and self owned funds for cash management has gone through the necessary approval procedures, and there is no change or disguised change in the purpose of the raised funds, which will not affect the normal progress of the investment plan of the raised funds and damage the interests of the company and its shareholders.
（4） Related party transactions of the company
On May 10, 2021, the proposal on joint investment and related party transactions with related parties was deliberated and adopted at the 24th Meeting of the second board of supervisors of the company, which agreed that the company and its related parties Fujian Lufeng Xinneng equity investment partnership (limited partnership) and other non related parties jointly invested in Sichuan yindile Material Technology Group Co., Ltd.
In order to promote the implementation of the headquarters office building project in Lingang New Area and meet the capital needs of the project construction, the company deliberated and approved the proposal on providing affiliated guarantee to jintaiyuan industry at the 26th meeting of the second board of supervisors on July 7, 2021, and provided a maximum guarantee of no more than 250 million yuan to jintaiyuan industry according to the investment proportion of Yu jintaiyuan enterprise, The validity period is from the date of adoption by the general meeting of shareholders to December 31, 2021; Due to the expiration of the above validity period and the guarantee contract has not been signed, the proposal on providing affiliated guarantee to jintaiyuan industry was deliberated and adopted at the 31st meeting of the second board of supervisors of the company on December 7, 2021, which provides a maximum guarantee of no more than 300 million yuan to jintaiyuan industry according to the investment proportion of jintaiyuan enterprise, and the validity period is from January 1, 2022 to December 31, 2024. As of the disclosure date of the report, the above guarantee contract has not been signed.
According to the actual operation and production of the company’s wholly-owned subsidiary and in combination with its annual business analysis and forecast, the company held the 31st meeting of the second board of supervisors on December 7, 2021, deliberated and approved the proposal on the prediction of daily related party transactions in 2022, and agreed that the amount of daily related party transactions between Jiangxi / Liyang / Inner Mongolia / Sichuan Zichen and Zaozhuang Zhenxing Carbon Technology Co., Ltd. should not exceed 180 million yuan (excluding tax).
The board of supervisors held that: the board of directors of the company and related party Lufeng Xinneng jointly invested in Sichuan yindile project, provided related party guarantee to jintaiyuan industry, and daily related party transactions. The board of directors of the company has fulfilled the corresponding deliberation procedures, the related directors of the company have avoided voting on the corresponding proposals, the independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions, the sponsor has expressed their consent opinions, and the deliberation procedures are legal, The pricing is fair, meets the normal business needs of the company’s subsidiaries, the price is fair and reasonable, and does not harm the interests of the company and shareholders. （5） Internal control self evaluation report
In accordance with the company law, securities law and other laws and regulations and the company’s internal audit system (revised in 2021), the board of supervisors continuously supervised and reviewed the construction and operation of the company’s internal control system in 2021. The board of supervisors believed that the company had established and improved the corresponding internal control system, which could meet the current management requirements and development needs and ensure the orderly development of various business activities. According to its own actual situation and the requirements of laws and regulations, it has continuously optimized the corporate governance structure, revised and restated the company’s internal audit system in combination with the newly issued laws and regulations during the reporting period, further improved the internal control over the use of raised funds, and strengthened the refinement of the rules of internal control governed by morality. The 2021 internal control evaluation report issued by the company truly and objectively reflects the construction and operation of the company’s internal control.
（6） Establishment and implementation of insider information management system
In order to standardize the management of the company’s inside information and protect the legitimate rights and interests of investors, the company has formulated the registration and management system of insiders, which has been deliberated and adopted at the 24th Meeting of the second board of directors on March 15, 2021.
The board of supervisors held that during the reporting period, the company strictly abided by the registration and management system for insiders of inside information, performed the registration and filing of insiders of inside information, the drafts of various registration and submission were complete, the directors, supervisors, senior managers and other relevant insiders of the company strictly abided by the management system for insiders of inside information, and there was no case that relevant personnel used inside information to engage in insider trading.
3、 Work outlook for 2022
In 2022, the board of supervisors of the company will continue to strictly comply with the company law, securities law, articles of association, rules of procedure of the board of supervisors and other relevant provisions, always perform their duties diligently and fully, further strengthen the independent supervision function, deepen the awareness of risk prevention and control, and improve the construction of internal control system; Attend and supervise the convening of the board meeting of the company, strengthen communication and coordination with the board of directors and management, optimize the overall standardized operation level and scientific management level of the company, and earnestly safeguard the legitimate rights and interests of the company and shareholders.
Shanghai Putailai New Energy Technology Co.Ltd(603659) board of supervisors March 28, 2022
