Jiangsu Nanfang Bearing Co.Ltd(002553)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) conscientiously performed and independently exercised the supervisory powers and responsibilities of the board of supervisors in strict accordance with the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations. From the perspective of the company’s shareholders’ meeting held in 2021, the company’s shareholders’ meeting was held in accordance with the law, which provided a strong guarantee for the majority of the company’s financial decision-making and the operation of the company’s shareholders’ meeting, and formed a strong guarantee for the majority of the company’s shareholders to participate in the voting of the company’s shareholders’ meeting in 2021. 1、 Work of the board of supervisors
During the reporting period, the board of supervisors of the company held 4 meetings, as shown in the table below:
No. name of meeting time of meeting resolution
1. Deliberated and adopted the work report of the board of supervisors in 2020;
2. Deliberated and adopted the financial final accounts report for 2020;
3. Deliberated and adopted the 2020 annual report and summary;
4. The fifth session of the board of supervisors deliberated and adopted the 2020 internal control evaluation report;
1. On March 19, 2020, the 7th Meeting of the board of directors deliberated and adopted the proposal on renewing the appointment of accounting firms;
6. The meeting deliberated and adopted the plan on profit distribution in 2020;
7. The proposal on changes in accounting policies was reviewed and passed;
8. The proposal on the company’s shareholder return plan for the next three years (20212023) was reviewed and approved.
1. The 5th session of the board of supervisors deliberated and adopted the proposal on the full text of the company’s report for the first quarter of 2021, the 8th 2020 / 4 / 27 and the text of the board of directors
Meeting
1. The proposal on the company’s 2021 semi annual report and its summary of the fifth supervision was deliberated and adopted;
3. On August 26, 2020, the 9th meeting of the board of directors deliberated and adopted the proposal on carrying out financial derivatives trading; 3. The meeting deliberated and voted on the proposal on the proposed purchase of directors, supervisors and senior managers’ liability insurance; 4. The proposal on Amending the measures for the administration of employee house purchase loans was considered and adopted.
1. The 10th 2020 / 10 / 27 proposal of the 4th board of directors on the company’s report for the third quarter of 2021 was deliberated and adopted at the 5th supervisory committee
Meeting
During the reporting period, the resolution announcement of the meeting of the board of supervisors was published in the securities times, China Securities News and cninfo
（ http://www.cn.info.com.cn. ）。 2、 Opinions of the board of supervisors on relevant matters in 2021
During the reporting period, the board of supervisors of the company earnestly performed the functions of the board of supervisors in accordance with the company law, the articles of association and other relevant provisions, in order to effectively safeguard the interests of the company and shareholders, and carried out the functions of the general meeting of shareholders, the convening procedures of the board of directors, the implementation of the resolutions of the general meeting of shareholders, the operation and management, financial status and directors The performance of senior managers and the construction of the company’s management system have been comprehensively supervised. The board of supervisors fully affirmed the company’s production and operation in 2021 and the achievements made by the company’s board of directors and management team, and expressed independent opinions on the following matters: (1) the company’s operation according to law:
In accordance with the provisions of the company law and the articles of association, the board of supervisors of the company conscientiously performed its duties, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, and supervised the operation of the company in 2021. It is considered that during the reporting period, in accordance with the relevant national laws, regulations and the articles of association, the company established a relatively perfect internal control system, and the decision-making procedures comply with the relevant provisions; When performing their duties, the directors and other senior managers of the company do not violate the provisions of laws, regulations, rules and the articles of association or damage the interests of the company and shareholders.
(2) Check the financial status of the company
In 2021, the board of supervisors carefully examined and reviewed the company’s accounting statements and financial materials. The board of supervisors believed that the financial management and internal control system were sound, there were no major omissions and false records in accounting, and the company’s financial status and operating results were good. The financial report truly and objectively reflects the financial situation and operating results of the company in 2021.
(3) Actual investment of raised funds of the company
By the end of 2019, the raised funds have been used up and the special account for raised funds has been cancelled. During the reporting period, the company has no special account for raised funds.
(4) Major investments and asset sales of the company
In 2021, there was no major investment, acquisition or sale of assets, and no damage to shareholders’ rights and interests or loss of assets of the company were found.
(5) Related party transactions of the company
In 2021, the company had daily connected transactions with Changzhou Taibo Jingchuang Machinery Co., Ltd., Changzhou Taibo Needle Roller Bearing Co., Ltd. and Changzhou KEMET CNC Technology Co., Ltd., with a total amount of 1.6389 million yuan. The board of supervisors believes that the related party transactions between the company and related parties are carried out in accordance with the principle of “fairness, voluntariness and mutual benefit”, which is a market-oriented choice for the company to operate normally and improve economic benefits, and the transaction amount is very small, and the decision-making procedure is legal and effective; The transaction price is determined according to the market price, and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders.
(6) Opinions on self-evaluation of the company’s internal control
The board of supervisors reviewed the self-evaluation report on the company’s internal control in 2021 and the construction and operation of the company’s internal control system submitted by the board of directors. The board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented.
The company’s internal control evaluation report truly and objectively reflects the actual situation of the company’s internal control system.
(7) External guarantee
In 2021, there was no external guarantee and no behavior damaging the interests of the company and shareholders, especially minority shareholders.
(8) Information disclosure management
During the reporting period, the board of supervisors checked the information disclosure of the company, and the information disclosure of the company complied with the relevant provisions of laws and regulations such as the securities 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 company’s information disclosure is true, accurate, timely and complete, which can effectively protect the right to know of investors, especially small and medium-sized shareholders.
(9) Review of the establishment and implementation of insider information management system by the company.
In 2021, the board of supervisors strictly supervised and reviewed the establishment and implementation of the company’s insider management system. The board of supervisors believed that the company had improved the insider registration and management system in accordance with the provisions of the CSRC announcement [2011] No. 30 and the Jiangsu regulatory bureau’s szjggz [2011] No. 591 document. The Secretary of the board of directors was seriously responsible for the insider information management, timely, complete The registration and management of insider information has been accurately completed, and the registration and filing materials and files of insider information have been kept uniformly. The board of supervisors will continue to strictly supervise the implementation of the system, improve the standard operation level of the company and earnestly safeguard the interests of minority shareholders. The board of supervisors of the company attaches great importance to the implementation of the registration and management system for insiders and strictly prevents the disclosure of insider information.
3、 Work prospect of the board of supervisors in 2022
2022 is crucial to the sustainable development of the company. The board of supervisors will strictly abide by the relevant provisions of the company law, the securities law and the articles of association, abide by professional ethics, earnestly perform their duties, and ensure that all audit opinions are fair and objective; Improve the participation in decision-making, give full play to the role of supervision, put forward reasonable suggestions, assist the board of directors to optimize decision-making, promote the steady operation and healthy development of the company, and earnestly safeguard the legitimate interests of the company and the majority of investors.
Jiangsu Nanfang Bearing Co.Ltd(002553)
Board of supervisors
April 11, 2022
