Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
Work report of the board of supervisors in 2021
Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) shareholders:
In 2021, the board of supervisors of Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) (hereinafter referred to as “the company”) exercised its functions and powers independently according to law in strict accordance with the relevant provisions and requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant regulations and requirements, and in the attitude of being responsible to all shareholders. During the reporting period, we held 10 meetings of the board of supervisors, attended the board of directors and the general meeting of shareholders as nonvoting delegates according to law, effectively supervised the company’s business activities, financial status, major decisions, the convening procedures of the general meeting of shareholders and the performance of directors and senior managers, performed our duties diligently, promoted the standardized operation of the company and effectively safeguarded the legitimate rights and interests of the company and the majority of shareholders. We now report the work of the board of supervisors in 2021 as follows: I. convening of the meeting of the board of supervisors
During the reporting period, the board of supervisors of the company held 10 meetings, all of which met the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. The details of the meeting are as follows:
Time and session resolution
Considered and adopted:
(1) Proposal on 2020 annual work report of the board of supervisors (2) proposal on 2020 annual financial report
(3) proposal on 2020 annual report and its summary of the ninth board of supervisors in March 2021
(4) proposal on 2020 annual profit distribution and plan for converting capital reserve into share capital
(5) Proposal on the provision for asset and credit impairment
(6) Proposal on changes in accounting policies
Time and session resolution
(7) Proposal on internal control evaluation report in 2020
In March 2021, the 9th board of supervisors deliberated and adopted:
(1) proposal on using self owned funds to carry out entrusted financial management
On April 2021, the 9th board of supervisors deliberated and adopted:
(1) proposal on the report of the first quarter of 2021
Considered and adopted:
On June 29, 2021, the (1) proposal of the 9th board of supervisors on the fund and related party transactions of the 7th Meeting of the holding subsidiary Guangzhou assets lending to the controlling shareholders of the company
Considered and adopted:
(1) Proposal on lending funds from related parties and related party transactions of Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) capital of holding subsidiary
July 2021 the 9th session of the board of supervisors
(2) proposal on providing financial assistance to Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) capital of holding subsidiary
(3) Proposal on borrowing funds from related parties and related party transactions by Yuexiu financial international, a wholly-owned subsidiary
On August 2021, the 9th board of supervisors deliberated and adopted:
(1) proposal on the proposed increase of Citic Securities Company Limited(600030) shares at the 9th meeting on May 5
On August 2021, the 9th board of supervisors deliberated and adopted:
(1) proposal on 2021 semi annual report and its summary
In September 2021, the ninth board of supervisors deliberated and adopted:
(1) proposal on the implementation of the 2020 super performance award fund plan by the wholly-owned subsidiary Guangzhou Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) at the 11th meeting on June 15
On October 2021, the 9th board of supervisors deliberated and adopted:
(1) proposal on the third quarter report of 2021
In December 2021, the 9th board of supervisors deliberated and adopted:
Time and session resolution
(1) proposal on daily connected transactions in 2022
(2) Proposal on signing perpetual debt agreement and related party transactions with controlling shareholders
(3) Proposal on external guarantee amount in 2022
(4) Proposal on lending funds to controlling shareholders and related party transactions (5) proposal on providing financial assistance to controlling subsidiaries
2、 Supervision of relevant matters during the reporting period
During the reporting period, the board of supervisors comprehensively supervised the compliance operation, financial situation, related party transactions, external guarantee, internal control and other aspects of the company in strict accordance with relevant laws and regulations and the articles of association, and issued the following opinions:
(I) legal operation
During the reporting period, we attended all previous board meetings and general meetings of shareholders in accordance with the law, actively questioned or listened to the reports of relevant personnel, and inspected and supervised the decision-making procedures of major matters, the construction and implementation of internal control system, and the performance of directors and senior managers of the company. We believe that the decision-making procedures for major matters of the company strictly comply with relevant laws and regulations, regulatory requirements, the articles of association and other provisions, the company’s internal control management system is relatively perfect, the information disclosure is legal and compliant, the operation of the board of directors is standardized, and the resolutions of the general meeting of shareholders are carefully implemented. The directors and senior managers of the company are loyal to their duties, diligent and responsible, and there are no violations of laws and regulations or acts that damage the legitimate interests of the company and shareholders, The overall operation of the company is legal and orderly.
(II) financial situation
During the reporting period, we supervised and inspected the company’s financial situation during the reporting period, and carefully reviewed the quarterly, semi annual and annual financial reports. We believe that the company has sound financial system, standardized financial management operation and good financial condition. In addition, the annual audit accounting firm conducted a professional audit on the company’s consolidated financial statements in 2021 and issued a standard unqualified audit report, which determined that the company’s consolidated financial statements were prepared in accordance with the accounting standards for business enterprises in all major aspects and fairly reflected the company’s consolidated financial position, consolidated operating results and consolidated cash flow.
(III) related party transactions
During the reporting period, we supervised and verified the related party transactions of the company, and believed that the related transactions met the actual business needs of the company, were fairly priced, and did not harm the interests of the company and non related shareholders. During the review of related party transactions, related directors or related shareholders have avoided according to law, and the review procedures are legal and compliant.
(IV) external guarantee
During the reporting period, the board of supervisors supervised and verified the external guarantees of the company. The external guarantees of the company occurred between the holding subsidiaries of the company and the holding subsidiaries, strictly performed the necessary review procedures and disclosure obligations, and controlled the guarantee risk in accordance with the relevant internal control system during the implementation. During the reporting period, the company did not violate the guarantee, nor did it damage the interests of the company, especially the interests of small and medium-sized investors.
(V) self evaluation of internal control
According to the requirements of relevant laws, regulations and normative documents, the company has established and continuously improved the internal control system, promoted the effective implementation of relevant rules in business activities, and generally met the provisions of laws and regulations and the requirements of regulatory authorities. The self-evaluation report on internal control in 2021 issued by the company truly and objectively reflects the construction and operation of the company’s internal control.
(VI) insider information management
Information insider registration management system, strictly standardize the information transmission process, and timely complete the registration and filing of insider information. During the reporting period, the company did not find any insider who used the insider information to buy and sell the company’s shares or was required to rectify by the regulatory authorities.
(VII) performance of directors and senior managers
During the reporting period, the directors and senior managers of the company consciously abide by professional ethics, standardize their professional behavior, earnestly implement the resolutions of the general meeting of shareholders and the board of directors, implement them efficiently and effectively, lead the whole company to make concerted efforts, overcome difficulties, operate steadily and promote the high-quality development of the company. The board of supervisors of the company did not find that the directors and senior managers of the company violated laws and regulations, the articles of association or damaged the legitimate rights and interests of the company and shareholders when performing their duties.
(VIII) changes in accounting policies
According to the relevant provisions of the Ministry of finance, the company will implement the accounting standards for Business Enterprises No. 21 – leasing (CK [2018] No. 35) from January 1, 2021, and change the accounting policies accordingly. We believe that this accounting policy change is a reasonable change made by the company in accordance with the requirements of relevant documents of the Ministry of finance. The decision-making procedures comply with relevant laws and regulations and the articles of association of the company, and there is no damage to the legitimate rights and interests of the company or all shareholders. In 2022, the members of the board of supervisors of the company will continue to earnestly perform their supervisory duties, supervise and urge the company to operate in a standardized manner, safeguard the interests of the company’s shareholders and the majority of small and medium-sized investors, and promote the sustainable and healthy development of the company in accordance with relevant laws and regulations and relevant regulatory provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange!
Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) board of supervisors April 1, 2022
