In 2021, under the leadership of the general meeting of shareholders of the company, the board of supervisors, with the attitude of being responsible to shareholders and employees, strictly abided by the normative requirements of relevant laws and regulations such as the company law, the securities law and the articles of association, conscientiously performed its supervisory function, carefully and objectively considered the company’s financial situation, production and operation, major investment and other issues, and earnestly supervised the lawful and The supervision of compliance has played a positive role in maintaining the stable and healthy development of the company and the legitimate rights and interests of the company and all shareholders. The report on the work of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors during the reporting period
In 2021, the board of supervisors held 7 meetings and considered and adopted 32 proposals. By attending and attending various meetings and activities as nonvoting delegates, members of the board of supervisors timely and comprehensively obtained all kinds of operation and management information, and timely put forward supervision opinions, suggestions and tips to the board of directors and operation management, which further strengthened the efficiency of duty performance supervision.
The meeting time, session and topics of the board of supervisors in 2021 are as follows:
1. On April 7, 2021, the fourth meeting of the ninth board of supervisors was held by combining on-site and communication (video), and the following matters were considered and adopted:
(1) Work report of the board of supervisors in 2020;
(2) 2020 annual report and its summary;
(3) Financial statement report of 2020;
(4) 2020 profit distribution plan;
(5) Financial budget report for 2021;
(6) Proposal on using some idle funds for cash management;
(7) Proposal on internal control evaluation report in 2020.
2. On April 23, 2021, the fifth meeting of the ninth board of supervisors was held in the form of communication, and the report of the first quarter of 2021 was considered and adopted.
3. On August 25, 2021, the sixth meeting of the ninth board of supervisors was held in the form of communication, and the following matters were considered and adopted:
(1) Abstract and half report in 2021;
(2) Proposal on Nanning Liaowang applying for comprehensive credit line from Guangsheng finance company. 4. On September 28, 2021, the seventh meeting of the ninth board of supervisors was held in the form of communication, and the following matters were considered and adopted:
(1) Proposal on the company meeting the conditions for major asset restructuring
(2) Proposal on major asset purchase and related party transactions
(3) Proposal on Foshan Electrical And Lighting Co.Ltd(000541) major asset purchase and related party transaction plan and its summary
(4) Proposal on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
(5) Proposal on this transaction meeting the provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies
(6) Proposal that this transaction does not constitute the reorganization and listing stipulated in Article 13 of the measures for the administration of major asset reorganization of listed companies
(7) There is no proposal that the relevant subjects of this transaction shall not participate in any major asset reorganization of Listed Companies in accordance with Article 13 of the Interim Provisions on strengthening the supervision of abnormal stock transactions related to major asset reorganization of listed companies
(8) Proposal on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
(9) Proposal on the company’s stock price fluctuation failing to meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties
5. On October 27, 2021, the eighth meeting of the ninth board of supervisors was held by combining on-site and communication (video), and the following matters were considered and adopted:
(1) Proposal on the company meeting the conditions for major asset restructuring of listed companies
(2) Review the proposal on major asset purchase and related party transactions one by one
(3) Proposal on the report on major asset purchase and related party transactions (Draft) and its summary
(4) Proposal on the company signing the relevant equity transfer agreement with effective conditions (5) proposal on Approving the audit report, reference review report and asset valuation report related to this transaction
(6) Proposal on the independence of valuation institutions, the rationality of valuation assumptions, the correlation between valuation methods and valuation purposes, and the fairness of valuation and pricing
(7) Proposal on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
(8) Proposal on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
(9) Proposal on the company’s stock price fluctuation failing to meet the relevant standards in Article 5 of the notice on regulating the information disclosure of listed companies and the behavior of relevant parties
(10) Proposal on diluting immediate return and filling measures for this major asset restructuring 6 On October 29, 2021, the ninth meeting of the ninth board of supervisors was held in the form of communication, and the following matters were considered and adopted:
(1) Third quarter report 2021
(2) Proposal on changing part of self use real estate into investment real estate and adopting cost model for measurement
7. On December 29, 2021, the 10th meeting of the 9th board of supervisors was held in the form of communication, and the proposal on by election of non employee supervisor candidates of the 9th board of supervisors was considered and adopted.
2、 Performance of the board of supervisors
1. During the reporting period, the board of supervisors held 7 meetings, all supervisors attended the meeting, earnestly performed their duties in accordance with the rules of procedure of the board of supervisors, issued written opinions on relevant bills and made relevant resolutions.
2. During the reporting period, the members of the board of supervisors attended the general meeting of shareholders, the meeting of the board of directors and the daily business meeting of the management, listened to various important proposals and resolutions of the company, understood the deployment of the company’s business decisions, supervised the formation process of various important decisions of the company, and performed the functions of informed, supervision and inspection of the board of supervisors.
3. During the reporting period, the board of supervisors paid close attention to the company’s operation, carefully inspected the company’s financial situation, supervised major decisions in the company’s operation and management, and put forward corresponding opinions and suggestions on relevant decisions, ensuring the standardized operation of the company’s operation and management. 4. During the reporting period, while performing their daily supervision functions, the members of the board of supervisors carefully studied laws and regulations, enhanced their legal awareness, and improved their consciousness of observing disciplines and laws and their ability to perform their duties.
3、 Independent opinions of the board of supervisors on relevant matters of the company
1. Legal business activities of the company: according to relevant regulations, the board of supervisors supervised the convening procedures and resolutions of the general meeting of shareholders and the board of directors, and the implementation of the resolutions of the general meeting of shareholders, attended the important meetings of the general meeting of shareholders, the board of directors and the company, and organized special supervision and inspection.
In the past year, the board of directors and senior managers of the company have been careful, diligent and responsible, with standardized and legal decision-making procedures and responsible work, and can seriously implement the resolutions of the general meeting of shareholders. During the reporting period, the board of supervisors did not find that the directors and senior managers of the company violated laws, regulations, the articles of association and harmed the interests of the company when performing their duties. 2. The board of supervisors reviewed the company’s financial status and effective performance in 2021, and actively inspected and supervised the company’s financial performance in 2021.
3. Construction of internal control system: the company has established an internal control system according to the requirements of laws and regulations and its own actual situation, which effectively ensures the normal operation of the company’s business. By means of department self-examination and internal audit department review, all departments are urged to carry out work in strict accordance with the internal control system and make rectification and improvement, so that the company’s internal control system can be effectively implemented. During the reporting period, the company’s internal control was reasonable, complete and effective, and met the requirements of relevant Chinese laws and regulations and securities regulatory authorities.
4. Acquisition and sale of assets by the company: during the reporting period, the company’s major asset restructuring, acquisition and sale of assets were carried out at a fair price and approved in strict accordance with the decision-making authority. There was no behavior that damaged the interests of shareholders or caused the loss of assets of the company.
5. Related party transactions: through the inspection and verification of the content, price and relevant agreements of related party transactions, the board of supervisors believes that the related party transactions between the company and related parties in 2021 are necessary for the normal operation of the company, are legitimate business activities, the review procedures are legal, the transaction price is fair and reasonable, and do not harm the interests of the company and non related shareholders.
6. Transactions of related creditor’s rights and debts: during the reporting period, the capital transactions between the company and related parties were normal operating capital transactions, and there was no non operating occupation of the company’s funds by related parties.
7. External guarantees: during the reporting period, the company did not provide guarantees to controlling shareholders, actual controllers and other related parties, other legal entities, unincorporated entities or individuals, except for mutual guarantees between the company’s holding subsidiary Nanning Liaowang and its wholly-owned subsidiaries. In 2022, the board of supervisors will continue to faithfully perform its duties in strict accordance with the requirements of laws and regulations and the articles of association, further improve the working system and performance evaluation mechanism of the board of supervisors, and optimize the methods and results of supervision and inspection. Strengthen the study of enterprise operation and management, financial management and relevant laws and regulations, constantly improve the comprehensive ability and quality, improve the ability to perform duties, and make efforts to better safeguard the legitimate interests of the company and the majority of shareholders, supervise and urge the continuous and standardized operation of the company, so as to promote the sustainable, healthy and stable development of the company.
Foshan Electrical And Lighting Co.Ltd(000541)
Board of supervisors
March 30, 2021
