Work report of the board of supervisors in 2021
Based on the principle of being responsible to shareholders and the company, the board of supervisors of the company exercised its functions and powers independently in 2021 in strict accordance with the company law, securities law and other laws and regulations, the articles of association, rules of procedure of the board of supervisors and other relevant provisions and requirements, and with the working attitude of scrupulous and diligent, so as to safeguard the legitimate rights and interests of the company, shareholders, employees and other stakeholders, and carry out the production, operation and The financial situation, internal management system, risk control, information disclosure and the performance of directors and senior managers of the company have been supervised and verified, which has played a positive role in the standardized operation and sound development of the enterprise. The report on the work of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors of the company held four meetings. The notice, convening and voting procedures of the meeting, as well as the proposals and proposals of the meeting, comply with the provisions of laws, regulations and normative documents such as the company law, the articles of association, the rules of procedure of the board of supervisors and the normative requirements of regulatory authorities. The details are as follows:
1. On April 28, 2021, the 13th meeting of the ninth board of supervisors of the company was held by means of communication voting. It deliberated and adopted the annual report and summary of 2020, the work report of the board of supervisors of 2020, the self-evaluation report of internal control of 2020, the plan of profit distribution and conversion of capital reserve into share capital in 2020, the proposal on the prediction of daily connected transactions in 2021 and the report of the first quarter of 2021.
2. On August 13, 2021, the 14th meeting of the ninth board of supervisors of the company was held by means of communication voting, which deliberated and adopted the 2021 semi annual report, the summary of 2021 semi annual report and the risk assessment report on Hubei Yihua Chemical Industry Co.Ltd(000422) Group Finance Co., Ltd. 3. On October 29, 2021, the 15th meeting of the ninth board of supervisors of the company was held by means of communication voting, and the report of the third quarter of 2021 was reviewed and adopted.
4. On December 6, 2021, the 16th meeting of the ninth board of supervisors of the company was held by means of communication voting, and the proposal on increasing the estimated amount of daily connected transactions in 2021 was considered and adopted.
2、 Work of the board of supervisors
(I) legal operation of the company
During the reporting period, the members of the board of supervisors earnestly performed the functions and powers conferred by relevant laws and regulations and relevant systems of the company, and supervised the company’s decision-making procedures and the performance of directors and senior managers according to law by consulting relevant documents, investigating, inspecting, attending or attending the board of directors and general meeting of shareholders of the company. The board of supervisors believes that the company has established a sound corporate governance structure and strict internal control system, the board of directors has standardized operation, reasonable decision-making and legal procedures, and has strictly implemented various resolutions and authorizations of the general meeting of shareholders. The directors and senior managers of the company perform their duties diligently, legally and in compliance with the company, and there are no acts in violation of laws and regulations, the articles of association or damaging the interests of the company and all shareholders.
(II) financial status of the company
During the reporting period, the board of supervisors carefully supervised and verified the establishment and implementation of the company’s financial management and internal control system, and believed that the company’s financial situation was good, the financial system was sound, the internal control system was perfect, the financial operation was standardized, in line with the provisions of relevant laws, regulations and the articles of association, and there were no violations. The financial report truly, accurately and completely reflects the financial status and operating results of the listed company, and there are no false records, misleading statements or major omissions.
(III) information disclosure system and inside information management system of the company
During the reporting period, the board of supervisors timely reviewed the company’s information disclosure documents and other relevant documents, and believed that the company had effectively implemented the information disclosure system, and the information disclosure and deliberation procedures were in line with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant laws and regulations, There is no behavior that damages the interests of the company and all shareholders. The board of supervisors supervised the company’s implementation of the insider information management system and held that the company strictly implemented the relevant management system of insider information, did a good job in the management of insider information and the registration of insider information as required, and did not find that relevant personnel used insider information to engage in insider trading.
(IV) internal control
The board of supervisors reviewed the company’s 2021 internal control self-evaluation report, which described in detail the establishment and improvement of the company’s internal control system and the control of key links, and truly and objectively reflected the actual situation of the company’s internal control. The board of supervisors believes that the company has established a relatively perfect corporate governance structure and internal control structure system according to its actual situation and the requirements of laws and regulations. During the reporting period, the company’s internal control system was standardized, legal and effective, and there was no violation of the company’s internal control system.
(V) related party transactions and capital occupation
During the reporting period, the board of supervisors supervised and verified the related party transactions of the company in 2021 in accordance with the requirements of the articles of association and the related party transaction decision-making system, and held that the related party transactions of the company met the actual needs of the company, the decision-making procedures complied with the provisions of relevant laws, regulations and the articles of association, and the transaction pricing method was fair and did not violate the principles of openness, fairness and impartiality, It does not affect the independence of the company’s operation and does not damage the interests of the company and all shareholders.
(VI) company guarantee
During the reporting period, the board of supervisors supervised and verified the external guarantees of the company, and believed that the external guarantees of the company were in line with the provisions of the company law, the civil code and other relevant laws and regulations, the articles of association and the management system of external guarantees of the company, and timely fulfilled the obligation of information disclosure after the guarantee was deliberated and approved by the board of directors and the general meeting of shareholders. The guaranteed objects are mainly wholly-owned subsidiaries, holding subsidiaries and joint-stock companies with actual control of the company. They provide guarantees for related parties and joint-stock companies according to their shareholding ratio or have counter guarantee conditions. The guaranteed objects are honest and trustworthy, stable operating performance, strong solvency and controllable risk. During the reporting period, the company did not have any illegal guarantee, nor did it have any guarantee matters that should be disclosed but not disclosed.
3、 2022 work plan of the board of supervisors
The board of supervisors of a listed company shall be responsible to all shareholders of the listed company, use its statutory functions and powers and in combination with the actual situation of the company to supervise the performance of the board of directors and senior managers, as well as the company’s “three important and one major” matters, business and investment activities, internal control, risk management and information disclosure, so as to improve the corporate governance structure, promote the standardized operation and sustainable development of the company, and protect the company, shareholders The legitimate rights and interests of employees and other stakeholders. The main work plans of the board of supervisors in 2022 are as follows:
(I) establish the office of the board of supervisors to standardize the performance of duties of the board of supervisors
Set up the office of the board of supervisors, allocate full-time staff to handle the daily work of the board of supervisors, be responsible for and report to the board of supervisors.
1. Establish working rules for the office of the board of supervisors. According to the regulatory requirements and the overall arrangement of the company, clarify the functions of the office of the board of supervisors, take the lead in drafting work plans, organizing meetings, carrying out investigation and research, coordinating exchanges at all levels and promoting the implementation of supervision, so as to promote the compliance and efficient performance of the supervisory functions of the board of supervisors.
2. Improve the rules of procedure of the board of supervisors. In accordance with the Listing Rules of Shenzhen Stock Exchange, the guidelines for the articles of association of listed companies (revised in 2022), the working guidelines for the board of supervisors of listed companies (Draft for comments), the articles of association and other relevant requirements, further refine and improve the rules of procedure of the board of supervisors, and clarify the discussion methods and voting procedures of the board of supervisors, so as to ensure the work efficiency and scientific decision-making of the board of supervisors.
(II) regularly understand and inspect financial reports, and supervise the authenticity, legality and compliance of economic activities
By consulting the financial and accounting materials of the enterprise and other materials related to the operation and management activities of the enterprise, supervise the company’s financial operation, foreign investment, foreign guarantee, raised fund management and related party transactions, strengthen the work communication with the board of directors and management, timely grasp the legitimacy and compliance of the company’s major decision-making matters and various decision-making procedures, and ensure the authenticity, accuracy and Integrity.
(III) maintain communication with internal audit departments and external audit institutions, and strengthen the supervision and inspection of risk management and internal control
Actively communicate with the audit department or institution, focusing on the construction and implementation of the company’s risk management and internal control system. On the basis of doing a good job in the supervision and inspection of the company’s headquarters, strengthen the supervision of wholly-owned subsidiaries, holding subsidiaries and joint-stock companies, promote the effective rectification of problems, improve the supervision efficiency, prevent business risks, ensure the effective operation of the internal control system and promote the healthy and stable development of the company.
(IV) regularly organize, hold and attend meetings as nonvoting delegates, and supervise the scientific and effective decision-making procedures
Strengthen the supervision function, regularly organize and hold meetings of the board of supervisors, attend and attend the board of directors and shareholders’ meetings of the company according to law, supervise the legitimacy and compliance of various decision-making procedures, the compliance and effectiveness of decision-making implementation, and supervise the directors and senior managers’ conscientious performance of their duties according to law.
(V) actively carry out training to improve the performance ability of members of the board of supervisors
In order to better perform the functions of the board of supervisors and give full play to the role of the board of supervisors, the members of the board of supervisors will further strengthen the study of laws and regulations, financial management, internal control construction, risk management, corporate governance and other relevant aspects, actively participate in the relevant training organized by regulators and the company, improve their ability to perform their duties and better safeguard the rights and interests of the company and shareholders.
Hubei Yihua Chemical Industry Co.Ltd(000422) board of supervisors
April 7, 2022
