Beijing Originwater Technology Co.Ltd(300070)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company”), with the joint efforts of all supervisors, conscientiously performed the functions and powers conferred by relevant laws and regulations and actively and effectively carried out work in accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, other laws, regulations and rules, the articles of association and the rules of procedure of the board of supervisors of the company in the spirit of being responsible to all shareholders, Supervise the legal operation of the company and the performance of duties of directors and senior managers of the company, and safeguard the legitimate rights and interests of the company and shareholders. The main work of the board of supervisors in 2021 is described as follows:
1、 Work of the board of supervisors during the reporting period
(I) the board of supervisors of the company held 11 meetings in 2021. The details are as follows:
1. On January 8, 2021, The 30th meeting of the 4th board of supervisors of the company deliberated and approved the proposal on adjusting the company’s gem stock issuance plan to specific objects (Second Revision), the proposal on the demonstration and analysis report of the company’s gem stock issuance plan to specific objects (Second Revision), and the proposal on the company’s gem stock issuance plan to specific objects (Second Revision) Proposal on the feasibility analysis report on the use of funds raised by the company’s gem issuing shares to specific objects (Second Revised Draft), proposal on the supplementary agreement (II) on the signing of conditional and effective share subscription contract between the company and specific objects, proposal on risk tips and filling measures for diluting immediate return by the company’s gem issuing shares to specific objects (Second Revised Draft), proposal on Amending the articles of Association ；
2. On February 28, 2021, the 31st meeting of the Fourth Board of supervisors of the company deliberated and adopted the proposal on the election of the board of supervisors and the nomination of supervisor candidates for the Fifth Board of supervisors;
3. On March 19, 2021, the first meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on electing the chairman of the Fifth Board of supervisors of the company;
4. March 30, 2021, The second meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the annual report of 2020 and the summary of the annual report of 2020, the proposal on the work report of the board of supervisors of 2020, the proposal on the final financial report of 2020, the proposal on the profit distribution plan of 2020, the proposal on the self-evaluation report of internal control of 2020 and the proposal on the prediction of daily connected transactions in 2021 Proposal on reappointment of the accounting firm in 2021, proposal on changes in accounting policies, proposal on correction of accounting errors, proposal on repurchase and cancellation of some restricted shares, proposal on adjustment of shareholders’ compensation for the company’s performance commitments;
5. On April 23, 2021, the third meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the first quarter report of 2021;
6. On June 11, 2021, The fourth meeting of the 5th board of supervisors of the company deliberated and approved the proposal on adjusting the company’s gem stock issuance plan to specific objects (three revised drafts), the proposal on the demonstration and analysis report of the company’s gem stock issuance plan to specific objects (three revised drafts), and the proposal on the company’s gem stock issuance plan to specific objects (three revised drafts) Proposal on the feasibility analysis report on the use of funds raised by the company’s gem issuing shares to specific objects (three revised drafts), proposal on the supplementary agreement (III) on the signing of conditional and effective share subscription contract between the company and specific objects, and proposal on the risk prompt and filling measures for diluting the immediate return of the company’s gem issuing shares to specific objects (three revised drafts);
7. On August 9, 2021, the fifth meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the proposed issuance of ultra short term financing bonds;
8. On August 25, 2021, the sixth meeting of the Fifth Board of supervisors of the company deliberated and approved the proposal on 2021 semi annual report and 2021 semi annual report summary, and the proposal on accounting policy change; 9. On September 30, 2021, the seventh meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on extending the validity period of the resolution on issuing shares to specific objects and the validity period of relevant authorization;
10. On October 21, 2021, the eighth meeting of the Fifth Board of supervisors of the company deliberated and adopted the proposal on the third quarter report of 2021;
11. On December 30, 2021, the 9th meeting of the 5th board of supervisors of the company deliberated and adopted the proposal on changing the registered capital and amending the articles of association, the proposal on Amending the rules of procedure of the company’s general meeting, the proposal on Amending the rules of procedure of the company’s board of supervisors and the proposal on changing accounting estimates.
(II) in 2021, with the strong support of all shareholders of the company and the active cooperation of the board of directors and the management, the supervisors attended all meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, participated in the discussion of major decisions of the company, and supervised the proposals and meeting procedures deliberated by all meetings of the board of directors and the general meeting of shareholders according to law.
(III) in 2021, the board of supervisors paid close attention to the company’s operation, carefully supervised the company’s financial and capital operation, inspected the performance of duties by the company’s board of directors and management, and ensured the standardization of the company’s operation and management behavior.
2、 Independent opinions of the board of supervisors
(I) legal operation of the company
In 2021, the members of the board of supervisors of the company attended all the meetings of the board of directors and the general meeting of shareholders in 2021. It has supervised and inspected the convening procedures of the general meeting of shareholders and the board of directors, the resolutions, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the performance of duties of directors and senior managers. The board of supervisors believes that the company’s decision-making procedures this year are legal and effective, the resolutions of the general meeting of shareholders and the board of directors can be well implemented, the internal control system is sound and perfect, and a relatively perfect check and balance mechanism among business institutions, decision-making institutions and supervision institutions has been formed. In their work in 2021, the directors and senior managers of the company were honest and diligent, devoted to their duties, strictly abide by relevant national laws, regulations and various rules and regulations of the company, strive to fulfill their duties for the development of the company, and successfully completed various tasks formulated at the beginning of the year; In 2021, no directors, managers and senior managers were found to have violated laws, regulations, the articles of association or harmed the interests of shareholders of the company when performing their duties. (II) check the company’s financial situation
The members of the board of supervisors inspect and supervise the company’s financial operation by listening to the special report of the company’s financial director, reviewing the company’s annual report and reviewing the audit report of the accounting firm. The board of supervisors believes that the company’s financial system is sound and the withdrawal of various expenses is reasonable this year. Daxin Certified Public Accountants (special general partnership), which is qualified for securities business, audited the company’s financial report and issued an unqualified audit report. It is determined that the company’s accounting report complies with the relevant provisions of the accounting standards and truly reflects the company’s operating results and cash flow in 2021.
(III) review the company’s internal control
The company has established a relatively perfect internal control system and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system. (IV) supervision over the use and management of raised funds
In 2021, the net amount of funds actually raised by the company for the project of issuing shares to specific objects was RMB 35445087 million. As of December 31, 2021, the above raised funds had been used up.
(V) acquisition and sale of assets
In 2021, the company did not acquire or sell assets that meet the criteria to be considered by the general meeting of shareholders. (VI) related party transactions of the company
The related party transactions of the company in 2021 are fair and impartial, and there is no obvious unfairness, manipulation of the company’s profits through related party transactions, or damage to the interests of the company and other shareholders. The decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association. The pricing of related party transactions follows the principles of fairness and reasonableness and does not harm the interests of the company and shareholders.
(VII) external guarantee and equity and asset replacement
In 2021, the company conscientiously implemented the relevant provisions, and there was no violation of external guarantee from previous years to December 31, 2021.
The company does not provide guarantees for the controlling shareholders and their affiliates, any unincorporated units or individuals.
In 2021, the company has no major equity and asset replacement.
(VIII) opinions of the board of supervisors on the self-evaluation report of internal control evaluation
The board of supervisors reviewed the self-evaluation report of the board of directors on the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and held that in 2021, the company formulated various internal control systems in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China and the relevant provisions of companies listed on the gem of Shenzhen Stock Exchange, forming a relatively systematic corporate governance framework, It has improved the corporate governance structure, established an internal control environment for the standardized operation of the company, ensured the orderly and effective development of various business activities of the company, protected the safety and integrity of the company’s assets and safeguarded the interests of the company and its shareholders. The company’s internal control organization is complete, and the implementation and supervision of key internal control activities are fully and effectively. The self-evaluation report of the company’s internal control in 2021 is true and effective.
In 2022, the board of supervisors will earnestly perform its duties in strict accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association, implement various resolutions adopted by the general meeting of shareholders, ensure the operation and standardized development of the company according to law, and work hard to safeguard the interests of shareholders and the company and promote the sustainable development of the company.
Beijing Originwater Technology Co.Ltd(300070)
Board of supervisors
April 8, 2002
