Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689)
Work report of the board of supervisors in 2021
In 2021, Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) (hereinafter referred to as “the company”) all members of the board of supervisors, in accordance with the requirements of the company law, the securities law and other laws and regulations, combined with the actual situation of the company, in accordance with the provisions of the articles of association, the rules of procedure of the board of supervisors and other relevant systems of the company, and in the spirit of being responsible to the company and all shareholders, were honest, trustworthy, diligent and conscientious, and earnestly performed the functions and powers conferred by relevant laws and regulations, Actively and effectively carried out work, effectively supervised the company’s legal operation, financial situation, internal control operation, external guarantee and related party transactions, and the performance of duties of directors and senior managers, and safeguarded the legitimate rights and interests of the company and shareholders. The work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors during the reporting period
During the reporting period, the board of supervisors of the company held 7 meetings, as follows:
(I) on February 23, 2021, the fourth (Interim) meeting of the Fourth Board of supervisors was held, and the following proposals were considered and adopted:
1. Proposal on using self owned idle funds for reverse repurchase investment of national debt;
2. Proposal on the provision for asset impairment in 2020.
(II) on March 5, 2021, the fifth (Interim) meeting of the Fourth Board of supervisors was held, and the following proposals were considered and adopted:
1. Proposal on the prediction of daily connected transactions in 2021;
(III) on April 22, 2021, the sixth meeting of the Fourth Board of supervisors was held, and the following proposals were considered and adopted:
1. Proposal on the work report of the board of supervisors in 2020;
2. Proposal on the full text and summary of 2020 annual report;
3. Proposal on 2020 financial final accounts report;
4. Proposal on 2020 annual audit report;
5. Proposal on 2020 profit distribution and capital reserve conversion plan;
6. Proposal on self evaluation report of internal control in 2020;
7. Proposal on the implementation of self inspection form for internal control rules;
8. Proposal on special instructions on the occupation of funds by controlling shareholders and other related parties;
9. Proposal on the company’s application for credit line from the bank;
10. Proposal on the guarantee and related party transaction provided by the controlling shareholder for the company’s application for comprehensive credit line from the bank;
11. Proposal on reappointment of the company’s audit institution in 2021;
12. Proposal on Amending the articles of association.
13. Proposal on remuneration and allowance of supervisors of the company in 2021
(IV) on April 27, 2021, the seventh meeting of the Fourth Board of supervisors was held, and the following proposals were considered and adopted:
1. Proposal on the full text and text of the first quarter report of 2021;
2. Proposal on changes in accounting policies.
(V) on August 25, 2021, the 8th meeting of the 4th board of supervisors was held, and the following proposals were considered and adopted:
1. Proposal on the full text and summary of the 2021 semi annual report;
(VI) on September 29, 2021, the ninth (Interim) meeting of the Fourth Board of supervisors was held, and the following proposals were considered and adopted:
1. Proposal on the proposed transfer of 100% equity of subsidiaries.
(VII) on October 28, 2021, the 10th (Interim) meeting of the Fourth Board of supervisors was held, and the following proposals were considered and adopted:
1. Proposal on the third quarter report of 2021.
2、 Opinions of the board of supervisors
(I) legal operation of the company
The board of supervisors of the company earnestly performed its duties in strict accordance with the provisions of the company law and the articles of association, actively participated in the general meeting of shareholders, attended the board of directors as nonvoting delegates, supervised the legal operation of the company in 2021, and considered that the operation of the board of directors was standardized. Reasonable decision-making, legal procedures, conscientiously implemented the resolutions of the general meeting of shareholders, and faithfully fulfilled the obligation of good faith; The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company when performing their duties, and the information disclosure is timely and accurate.
(II) check the company’s financial situation
The board of supervisors has effectively supervised, inspected and reviewed the company’s financial situation and financial management in 2021, and believes that the company has sound financial system, perfect internal control system, standardized financial operation and good financial situation, and the financial report truly and objectively reflects the company’s financial situation and operating results in 2021.
(III) related party transactions
After checking the related party transactions of the company, the board of supervisors believes that the related party transactions of the company in 2021 are fair and reasonable, and there is no damage to the interests of the company and shareholders.
(IV) external guarantee
After verification, the board of supervisors held that during the reporting period, due to the needs of the operation and development of the wholly-owned subsidiary, the company provided joint and several liability guarantee for the wholly-owned subsidiary, and the guarantee items fulfilled the obligations of examination and approval and information disclosure in accordance with the stock listing rules of Shenzhen stock exchange, the articles of association and other normative documents.
(V) acquisition and sale of assets
On September 29, 2021, Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) held the 9th (Interim) meeting of the 4th board of supervisors, deliberated and adopted the proposal on the proposed transfer of equity of subsidiaries, which stated that the company planned to sign the share transfer agreement with Mr. Hani Samir abdelmobdy GAD, Mr. Hany Samir abdelmobdy GAD purchased 100% equity of brilliant lift Australia Pty Ltd (Chinese Name: bolint elevator Australia joint venture Co., Ltd., hereinafter referred to as “Australian company”) held by the company in cash.
This transaction is negotiated by both parties and the transaction price is $1000. After the completion of this transaction, the company will no longer hold the equity of the Australian company. This equity transfer will lead to the change of the scope of the company’s consolidated statements.
The deliberation procedure for the transfer of the equity of the subsidiary complies with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, and there is no situation that damages the interests of the company and all shareholders, especially the minority shareholders.
(VI) opinions on the self-evaluation report of internal control
The board of supervisors believes that the company has established an internal control system and the implementation of the company’s internal control system is good, which meets the requirements of relevant national laws and regulations, securities regulatory authorities and the articles of association. The 2021 internal control evaluation report of the company truly and objectively reflects the establishment and operation of the company’s internal control system.
(VII) opinions on the performance of directors and senior managers
During the reporting period, all directors and senior managers of the company earnestly implemented the resolutions of the general meeting of shareholders and the board of directors, worked diligently and achieved good business performance. When performing their duties, the directors and senior managers of the company did not violate laws, regulations, articles of association or damage the interests of the company and shareholders.
(VIII) establishment and implementation of insider registration management system by the company
In 2021, the company actively did a good job in the confidentiality and management of insider information and the registration of insider information in strict accordance with the provisions on the establishment of insider information registration and management system by listed companies and the company’s insider information registration and management system, and truthfully and completely recorded the report, transmission, preparation, review and approval of insider information before public disclosure List of insiders of all insider information in all links such as disclosure. In the preparation and review of regular reports, temporary announcements and other matters involving the company’s inside information, we strengthened the registration management of insiders and the confidentiality management of inside information, ensured the fairness of information disclosure and effectively safeguarded the legitimate rights and interests of all shareholders.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will continue to strictly implement the provisions of the company law, the securities law, other laws and regulations, the articles of association and other company systems, faithfully perform the duties of the board of supervisors, participate in the general meeting of shareholders, the board of directors and relevant office meetings according to law, timely supervise and urge the legitimacy and compliance of the company’s major decision-making matters and decision-making procedures, and protect the legitimate rights and interests of shareholders, the company, employees and other stakeholders. At the same time, supervise and inspect the performance of the board of directors and senior managers according to law, so as to further promote the standardized operation of the company.
It is hereby reported.
Shenyang Yuanda Intellectual Industry Group Co.Ltd(002689) board of supervisors April 12, 2022
