Hunan Aihua Group Co.Ltd(603989)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as "the company") held a meeting in accordance with
The company law, the securities law, the articles of association, the working rules of the board of supervisors and other laws and regulations and the company system
According to the requirements of relevant regulations, the board of supervisors earnestly performed its duties, and better protected the shareholders' rights and interests, the company's interests and
The legitimate rights and interests of employees shall not be infringed. The board of supervisors shall be responsible for the company's production and business activities, major events and financial status
And the performance of duties by directors and senior managers, which promoted the standardized operation of the company. Will now
The report on the work of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
The board of supervisors of the company held 18 meetings in 2021. The meetings of the board of supervisors are as follows:
No. meeting session meeting time meeting content
1. Work report of the board of supervisors in 2020
2. Work report of the board of directors in 2020
3. Financial statement report of 2020
4. Full text and summary of 2020 Annual Report
5. Proposal on profit distribution in 2020
6. Special report on the deposit and actual use of raised funds in 2020 7. Internal control evaluation report and internal control audit report in 2020
April 2021 of the 4th board of supervisors
1.8. The 17th meeting on the closing of investment projects funded by some convertible corporate bonds of the company was held on the 1st day
Proposal on permanently replenishing working capital with surplus raised funds
9. Proposal on re signing house lease contracts and related party transactions
10. Proposal on daily related party transactions in 2020 and the forecast of daily related party transactions in 2021
11. Proposal on bank credit extension and authorization in 2021
12. Proposal on reappointment of the company's audit institution in 2021
13. On changing the registered capital of the company, amending the articles of association and authorizing the Office
Proposal on handling industrial and commercial registration change
14. Proposal on using some idle raised funds to purchase financial products 15. Proposal on using idle self owned funds of the company to purchase financial products 16. Proposal on changes in accounting policies
April 2021 of the 4th board of supervisors
2. Review the proposal on not redeeming "Aihua convertible bonds" in advance
18th meeting 14
April 2021 of the 4th board of supervisors
3. Review the company's report for the first quarter of 2021
19th meeting 28th
The 4th board of supervisors may 2021
4. Review the proposal on not redeeming "Aihua convertible bonds" in advance
20th meeting 10
The 4th board of supervisors may 2021
5. Review the proposal on not redeeming "Aihua convertible bonds" in advance
21st Meeting 31st
June 2021 of the 4th board of supervisors
6. Review the proposal on not redeeming "Aihua convertible bonds" in advance
22nd Meeting 22nd
July 2021 of the 4th board of supervisors
7. Review the proposal on not redeeming "Aihua convertible bonds" in advance
23rd Meeting 13
Review the full text and summary of the company's 2021 semi annual report
August 2021 of the 4th board of supervisors
8. The 24th meeting to review the deposit and actual use of the company's raised funds in the half year of 2021 was held on February 2
Special report on
August 2021 of the 4th board of supervisors
9. Deliberation on the proposal on not redeeming "Aihua convertible bonds" in advance
25th meeting 3
August 2021 of the 4th board of supervisors
10. Review the proposal on not redeeming "Aihua convertible bonds" in advance
26th meeting 24
September 2021 of the 4th board of supervisors
11. Deliberation on the proposal on not redeeming "Aihua convertible bonds" in advance
27th meeting 14
September 2021 of the 4th board of supervisors
12. The 28th meeting of the 28th session of the deliberation on the proposal on repurchase of shares of the company by means of centralized bidding transaction was held on the 28th
13. In October 2021, the 4th board of supervisors deliberated the proposal on not redeeming "Aihua convertible bonds" in advance
29th meeting 14
1. Report of the company for the third quarter of 2021
On October 2, 2021 of the 4th board of supervisors on the general election of the board of supervisors and the election of non employees of the 5th board of supervisors of the company 14
Proposal on behalf of supervisor candidates on the 28th day of the 30th meeting
3. Proposal on the remuneration of supervisors of the 5th board of supervisors of the company
November 2021 of the 4th board of supervisors
15. Deliberation on the proposal on not redeeming "Aihua convertible bonds" in advance
31st meeting 4
November 2021 of the 5th board of supervisors
16. Review the proposal on the election of the chairman of the 5th board of supervisors of the company
Once on the 16th
November 2021 of the 5th board of supervisors
17. Deliberation on the proposal on not redeeming "Aihua convertible bonds" in advance
Second meeting 25
December 2021 of the 5th board of supervisors
18. Deliberation on the proposal on not redeeming "Aihua convertible bonds" in advance
Third meeting 16
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
The board of supervisors of the company shall, in accordance with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and
The relevant provisions of the articles of association have an impact on the company's legal operation, financial status and use of raised funds
The company carefully supervised and inspected the situation, related party transactions and internal control, and published relevant information of the company during the reporting period
The following comments were made:
(I) legal operation of the company
During the reporting period, the members of the board of supervisors of the company scrupulously and diligently supervised the operation of the company and made positive achievements
Actively participate in the general meeting of shareholders, attend the meetings of the board of directors as nonvoting delegates, and be responsible for the establishment and implementation of the company's decision-making procedures and internal control system
Supervise the performance of executive, directors and senior managers.
The board of supervisors believes that the operation of the board of directors is standardized, the decision-making is reasonable and the procedure is legal, and the decisions of the general meeting of shareholders are carefully implemented
Resolutions; The company's internal control system is relatively perfect, the company's major business decisions are reasonable, and the performance procedures are legal
Effective; The directors and senior managers of the company are diligent and do not violate laws, regulations and
The company's decision-making procedures comply with the company law and the securities law
And other laws and regulations as well as the relevant provisions of the articles of association.
(II) financial situation of the company
The board of supervisors conducted regular and irregular supervision, inspection and review on the company's financial status and management in 2021, and reviewed the financial statements, periodic reports and relevant documents. The board of supervisors believes that the company has sound financial system, standardized financial operation, perfect internal control system and good financial condition. The preparation and review of periodic reports comply with laws, administrative regulations and the provisions of the CSRC. The contents of the reports truly, accurately and completely reflect the financial status and operating results of the company, and there are no false records, misleading statements or major omissions.
(III) related party transactions of the company
In 2021, the board of supervisors inspected the daily related party transactions of the company. The board of supervisors believed that the related party transactions of the company during the reporting period were carried out in accordance with the principle of fair market transactions, the pricing was reasonable, the approval and implementation were carried out in strict accordance with legal procedures, and the actual amount of daily related party transactions of the company in 2021 was within the scope of approval. The related party transactions occurred belong to the normal business of the company and are the needs of the company's production and operation. There is no occupation of the company's funds by the controlling shareholders and other related parties, and there is no behavior damaging the interests of the company and all shareholders.
(IV) external guarantee and capital occupation of the company
During the reporting period, the company had no external guarantee and capital occupation.
(V) deposit and actual use of the company's raised funds
In 2021, the board of supervisors supervised and inspected the deposit and actual use of the company's raised funds. The board of supervisors believed that the company used and managed the raised funds in strict accordance with the provisions of the raised funds management system, and could disclose the deposit and actual use of the raised funds in a timely, true, accurate and complete manner. There was no violation of the raised funds management and no damage to the interests of shareholders and the company.
(VI) opinions of the board of supervisors on the company's profit distribution
The board of supervisors of the company believes that the company formulates the profit distribution plan for 2021 in strict accordance with the articles of association and relevant regulations of the regulatory authorities, and on the premise of fully considering the company's operating conditions, future development needs and shareholders' return on investment. There is no damage to the interests of small and medium-sized investors, which is in line with the interests of the company and all shareholders.
(VII) internal control construction of the company
Through the review of the evaluation report on the company's internal control in 2021 and the construction and operation of the company's internal control system, the board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented in daily operation and enterprise management. Various internal and external risks have been effectively controlled, and the company has no major adverse events in internal control during the reporting period. The company's existing internal control system complies with relevant regulations
