Work report of the board of supervisors in 2021
In 2021, in strict accordance with the responsibilities entrusted by the company law, the securities law and the articles of association, the board of supervisors conscientiously fulfilled its responsibilities on the company's foreign investment, related party transactions, external guarantee, audit report, internal control system, and The supervision and inspection responsibilities of the members of the board of directors and senior managers have effectively supervised the whole process of the company's operation and management and the performance of the duties of the members of the board of directors and the management through legal procedures, ensured the healthy development of the company's business activities, improved the standard operation level of the company, and safeguarded the legitimate rights and interests of all shareholders.
1、 Work in 2021
During the reporting period, the board of supervisors held 15 meetings and considered and adopted 67 proposals.
The 17th meeting of the 8th board of supervisors was held on February 5, 2021. The meeting deliberated and adopted the proposal on implementing the project of new functional packaging materials with an annual output of 23000 tons of Hongyu packaging materials, the proposal on implementing the phase II project of intelligent factory for packaging materials of health products with an annual output of 30000 tons of Hongyu packaging materials, and the proposal on implementing the construction project of Hongyu packaging materials R & D center.
The 18th meeting of the 8th board of supervisors was held on February 20, 2021, The meeting deliberated and adopted the proposal on the revised version of the company's 2020 restricted stock incentive plan (Draft) and its summary, the proposal on the management measures for the implementation and assessment of the company's 2020 restricted stock incentive plan (Revised Version), the proposal on the management measures for the company's 2020 restricted stock incentive plan, and the proposal on the verification of the company's 2020 restricted stock incentive plan (Draft) Revised proposal on the list of incentive objects.
The 19th meeting of the 8th board of supervisors was held on March 3, 2021. The meeting deliberated and adopted the proposal on establishing a wholly-owned subsidiary in Singapore to carry out relevant business, the proposal on the implementation of corporate operation of the company's special enzyme preparation business, and the proposal on the implementation of the green manufacturing project of 11000 tons of high nucleic acid yeast products produced by Binzhou company.
The 20th meeting of the 8th board of supervisors was held on March 24, 2021, The meeting deliberated and approved the work report of the board of supervisors in 2020, the work report of the general manager in 2020, the annual report and summary in 2020, the final financial statement report in 2020 and the financial budget report in 2021, the profit distribution plan in 2020 and the profit distribution budget in 2021, and the proposal on the confirmation of daily connected transactions in 2020 and the prediction of daily connected transactions in 2021 Proposal on providing guarantee for holding subsidiaries in 2021, proposal on carrying out financial leasing business in 2021, proposal on carrying out foreign exchange risk and interest rate risk management business in 2021, proposal on issuing debt financing instruments of non-financial enterprises in 2021, proposal on carrying out bill pool business in 2021, and proposal on implementing green manufacturing project of 5000 tons of yeast extract in Binzhou, angel Proposal on implementing the green manufacturing project with an annual output of 5000 tons of plant protease hydrolysates in Binzhou, angel, internal control evaluation report in 2020 and social responsibility report in 2020.
The 21st Meeting of the 8th board of supervisors was held on April 14, 2021. The meeting deliberated and adopted the first quarter report of 2021, the proposal on adjusting the internal organization of the company and the proposal on implementing the green manufacturing project of 15000 tons of yeast extract of Dehong company.
The 22nd Meeting of the 8th board of supervisors was held on April 15, 2021. The meeting deliberated and adopted the proposal on adjusting the list and number of incentive objects of the company's 2020 restricted stock incentive plan and the proposal on granting restricted shares to incentive objects.
The 23rd Meeting of the 8th board of supervisors was held on May 21, 2021. The meeting deliberated and adopted the proposal on the establishment of Hubei angel senris Biotechnology Co., Ltd., the proposal on the establishment of Angel Yeast Co.Ltd(600298) (Jining) Co., Ltd. and the proposal on the implementation of the green manufacturing project of 20000 tons of yeast culture products of Binzhou company.
The 24th Meeting of the 8th board of supervisors was held on June 25, 2021. The meeting considered and adopted the proposal on the project of suixian company to increase the production capacity of 4500 T / a by adding fermentation tanks and the proposal on the establishment of Hubei Anqi Bangtai Biotechnology Co., Ltd.
The 25th meeting of the 8th board of supervisors was held on July 16, 2021. The meeting deliberated and adopted the proposal on the proposed transfer of the equity held by Yili company in Xinjiang Nongken Modern Sugar Industry Co., Ltd.
The 26th meeting of the 8th board of supervisors was held on July 21, 2021, The meeting deliberated and approved the proposal on the company's compliance with the conditions for non-public offering of a shares, the proposal on the company's 2021 non-public offering of a shares, the proposal on the company's 2021 non-public offering of A-Shares and the proposal on the feasibility analysis report on the use of funds raised by non-public offering of A-Shares in 2021 Proposal on the unnecessary preparation of the report on the use of the previously raised funds, proposal on the opening of a special account for raised funds, proposal of the company on the diluted immediate return and filling measures of A-share shares of non-public development banks and commitments of relevant subjects, proposal on the company's shareholder return planning for the next three years (20212023), semi annual report and summary of the company in 2021, and proposal on Angel Yeast Co.Ltd(600298) (Jining) Proposal on the acquisition of the subject assets of yeast and extract production of Shandong Shengqi biological Co., Ltd.
The 27th meeting of the 8th board of supervisors was held on August 25, 2021. The meeting deliberated and adopted the proposal on adjusting the expected guarantee amount for holding subsidiaries in 2021 and the proposal on the purchase of real estate of the new Shanghai headquarters. The 28th meeting of the 8th board of supervisors was held on September 15, 2021, at which the proposal on the establishment of Hubei newbao Food Technology Co., Ltd. was deliberated and adopted.
The 29th meeting of the 8th board of supervisors was held on October 22, 2021, The meeting deliberated and approved the report of the third quarter of 2021, the proposal on adjusting the company's daily connected transaction forecast in 2021, the proposal on Chifeng's new 40000 ton molasses storage tank and storage supporting project, the proposal on the company's meeting the conditions for non-public offering of a shares, and the proposal on adjusting the company's non-public offering of A-Shares in 2021 Proposal on the company's plan for non-public development of A-Shares in 2021 (Revised Version) proposal on the company's feasibility analysis report on the use of funds raised by non-public development of A-Shares in 2021 (Revised Version).
The 30th meeting of the 8th board of supervisors was held on December 17, 2021, The meeting deliberated and adopted the proposal on Amending the company's management system of connected transactions, the proposal on Yichang company's construction of public works project of angel Biotechnology Industrial Park, the proposal on Yichang company's implementation of 150000 tons of hydrolyzed sugar deep processing project and the proposal on the implementation of 18000 tons of compound microbial green manufacturing project (phase I) in the park Proposal on implementing the project of 8000 tons / year compound flour improver in the park factory and proposal on establishing a new Mexican subsidiary to carry out relevant business.
The 31st meeting of the 8th board of supervisors was held on December 27, 2021. The meeting deliberated and adopted the proposal on terminating the spin off of its subsidiaries to the gem of Shenzhen Stock Exchange, the proposal on establishing subsidiaries in the United States to carry out relevant business, the proposal on carrying out relevant business in Chengli subsidiary in Germany, and the proposal on Binzhou company's plan to purchase relevant assets of xintianyang chemical company. 2、 Performance of duties in 2021
During the reporting period, the board of supervisors carefully carried out various work, attended the on-site meetings of the company's previous general meetings in 2021, and supervised the board of directors in implementing the resolutions of the general meeting of shareholders and fulfilling the obligation of good faith; He supervised the production and operation activities of the company and believed that the management of the company was diligent and conscientious, earnestly implemented various resolutions of the board of directors, and no illegal operation was found in the operation.
3、 Review opinions on relevant matters of the company in 2021
The board of supervisors believes that in 2021, with the joint efforts of the board of directors and the management, all the resolutions made by the general meeting of shareholders have been implemented. In accordance with the rights conferred by the company law, the securities law and the articles of association, the board of supervisors earnestly performed the functions of the board of supervisors, reviewed the relevant materials provided by the company by attending the general meeting of shareholders and attending the meeting of the board of directors as nonvoting delegates, and effectively supervised the whole process of the company's operation and management activities and the members of the board of directors and the management in performing their duties, so as to ensure the healthy development of the company's business activities, Safeguarding the legitimate rights and interests of all shareholders.
(I) inspection on the standardized operation of the company
During the reporting period, in the spirit of being responsible to all shareholders, the board of supervisors conducted corresponding inspection and supervision on the convening procedures and resolution process of the board of directors, the implementation and implementation of the resolutions of the general meeting of shareholders, the performance of the company's managers and the internal control system.
The board of supervisors believes that the decision-making procedures of the board of directors are scientific and reasonable, and comply with the provisions of the company law, the articles of association and other relevant laws and regulations. The company has established a sound internal control system, and the rules and regulations such as the annual report working system of independent directors and the annual audit working procedures of the audit committee are well implemented. The directors, managers and other senior managers of the company are conscientious in the implementation of the articles of association, the performance of their duties, the observance of discipline and law, the maintenance of shareholders' rights and interests, and can seriously implement the resolutions of the general meeting of shareholders and the board of directors, without violating national laws and regulations, the articles of association and damaging the interests of the company and shareholders.
(II) inspection of the company's finance
During the reporting period, the board of supervisors carefully reviewed the company's accounting statements and financial reports, and timely mastered the company's financial status and major operations and investments. The board of supervisors believes that the operating results of the company reflected in the 2021 financial report are true and accurate, and truthfully reflect the financial and operating status of the company. Daxin Certified Public Accountants (special general partnership) has issued an unqualified audit report, which truly, objectively and accurately reflects the financial situation of the company.
(III) inspection of the company's investment
During the reporting period, many investment and construction projects of the company were launched. The company's Park factory has implemented the green manufacturing of compound microorganisms and the intelligent transformation project of yeast sub assembly line; Hongyu packaging materials has implemented the second phase of intelligent factory for functional packaging new materials, health product packaging materials and R & D center project; Dehong company has implemented the green manufacturing project of yeast extract; Binzhou company, a wholly-owned subsidiary, has implemented a series of green manufacturing projects such as high nucleic acid yeast products, yeast extracts, plant protease hydrolysates and yeast cultures; Chifeng company has implemented the technical transformation of crude sugar processing products, new 40000 ton molasses storage tank and storage supporting projects; Suixian company added a new fermentation tank to increase the production capacity of 4500 tons, and Yichang company implemented the utility project of the industrial park and the deep processing project of hydrolyzed sugar. Purchased real estate for the new Shanghai headquarters and started the purchase of relevant assets by Jining company and Binzhou company. The company continued to carry out financial leasing and other businesses. During the reporting period, the company continuously improved its organizational structure and established wholly-owned subsidiaries such as Singapore company, enzyme preparation (Yichang) Co., Ltd., Jining company, American company and German company; Mexico company, a holding subsidiary, was established; Hubei angel senris Biotechnology Co., Ltd., Hubei Angel Bangtai Biotechnology Co., Ltd. and other joint-stock subsidiaries were established, and Hubei newbao Food Technology Co., Ltd., a subsidiary company, was established.
The company also granted restricted shares to the incentive objects of the 2020 restricted stock incentive plan and launched the non-public offering of A-Shares in 2021.
The board of supervisors checked the project construction and foreign investment of the company, and held that the decision-making procedures of the company's foreign investment comply with relevant laws and regulations and the articles of association, the price is reasonable, the investment is legal, and no insider trading and damage to shareholders' rights and interests are found. The above investment fully reflects that it is conducive to the sustainable development of the company, the competitive advantage of the company's yeast industry and the realization of the overall development goal.
(IV) inspection of related party transactions of the company
During the reporting period, the board of supervisors supervised and verified the deliberation, voting, disclosure and performance of related party transactions of the company, and held that the total amount of related party transactions actually occurred throughout the year did not exceed the expected amount of daily related party transactions of the company in 2021 approved by the general meeting of shareholders. The related party transactions currently existing in the company are inevitable or necessary for the company's normal business, follow the principle of fair trading, all transactions are reasonable and legal, there is no insider trading, there is no behavior that damages the interests of listed companies, and there is no situation that damages the rights and interests of minority shareholders.
(V) inspection of the company's external guarantee
During the reporting period, the board of supervisors supervised and verified the review, voting, disclosure and implementation of the company's external guarantee, and believed that the company did not provide guarantee for the controlling shareholder and other related parties with less than 50% of the company's shares. The total amount of external guarantee of the company does not exceed 50% of the company's net assets. At the end of the reporting period, the balance and amount of external guarantees of the company were 0 (excluding guarantees for holding subsidiaries).
(VI) opinions on the self-evaluation report of internal control
During the reporting period, the board of supervisors reviewed the 2021 annual internal control self-evaluation report prepared by the board of directors, and after checking the construction and implementation of the company's internal control system, it believed that the company had established and effectively implemented a relatively sound internal control system in combination with its own business and management needs, and various internal and external risks of the company had been effectively controlled. The self-evaluation report on internal control in 2021 truly, comprehensively and objectively reflects the actual situation of the establishment, improvement and implementation supervision of the company's internal control system, and the overall evaluation of the company's internal control is objective and accurate.
(VII) inspection on the establishment and implementation of insider information management system of the company
During the reporting period, the board of supervisors inspected the implementation of the company's insider information insider management system formulated by the board of directors and concluded that the company strictly implemented the relevant provisions on the management of internal information users,
