Western Metal Materials Co.Ltd(002149)
Work report of the board of supervisors in 2021
In 2021, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange, the articles of association of the people’s Republic of China and the rules of procedure of the board of supervisors of the people’s Republic of China, the board of supervisors of Western Metal Materials Co.Ltd(002149) It has supervised and verified the legal operation, financial status and the establishment and improvement of internal control system, guaranteed the standardized operation and healthy development of the company, and fully safeguarded the legitimate rights and interests of the company and all shareholders. The main work report of the board of supervisors during the reporting period is as follows:
1、 Work of the board of supervisors during the reporting period
In 2021, the board of supervisors held 5 meetings.
(I) on February 3, 2021, the sixth meeting of the seventh board of supervisors was held, and the proposal on adjusting some equipment of projects invested with raised funds, the proposal on replacing self raised funds invested in advance with raised funds, and the proposal on using some idle raised funds to temporarily supplement working capital were considered and adopted. (II) the seventh meeting of the seventh board of supervisors was held on March 29, 2021, which deliberated and adopted the work report of the board of supervisors in 2020, the report and summary of the annual report in 2020, the final financial report in 2020, the profit distribution plan in 2020, the self-evaluation report on internal control in 2020, and the special report on the annual storage and use of raised funds in 2020 Proposal on the estimated amount of daily connected transactions in 2021, proposal on Authorizing the chairman of the board to sign loan contracts and asset mortgage financing contracts from financial institutions, proposal on providing guarantees for holding subsidiaries, financial budget report for 2021 and proposal on renewing the appointment of audit institutions in 2021.
(III) the eighth meeting of the seventh board of supervisors was held on April 29, 2021, which deliberated and adopted the first quarter report of 2021 and the proposal on changes in accounting policies.
(IV) the 9th meeting of the 7th board of supervisors was held on August 25, 2021, and the 2021 semi annual report was reviewed and adopted.
(IV) the 10th meeting of the 7th board of supervisors was held on October 26, 2021, and the report of the third quarter of 2021 and the proposal on adjusting the estimated amount of daily connected transactions in 2021 were considered and adopted.
2、 Independent opinions of the board of supervisors on relevant matters in 2021
(I) legal operation of the company
In 2021, supervisors attended all previous board meetings as nonvoting delegates, attended all previous general meetings of shareholders, and supervised and inspected the whole process of the general meeting of shareholders, the convening procedures of 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 organization, convening, convening and decision-making procedures of the board of directors and the general meeting of shareholders are legal and compliant, the directors and senior managers of the company can perform the obligations of good faith and diligence, be responsible for their work, and have not violated laws, regulations, the articles of association or harmed the interests of shareholders.
(II) check the financial situation of the company
The board of supervisors effectively supervised and carefully checked the company’s financial status and operating results in 2021. The company’s financial system, internal control system, financial operation norms and financial reports can truly, accurately and objectively reflect the company’s financial status and operating conditions.
Checked the preparation and review of periodic reports by the board of directors and issued review opinions. It is considered that the procedures for the preparation and review of annual reports, semi annual reports and quarterly reports by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the listed company, and there are no false records, misleading statements or major omissions.
(III) use of raised funds
During the reporting period, the company was able to manage and use the raised funds in accordance with the requirements of the company’s measures for the management of raised funds. The special report on the deposit and use of raised funds in 2021 prepared by the board of directors of the company and the special assurance report issued by the accounting firm are consistent with the actual use of the raised funds of the company.
(IV) related party transactions of the company
During the reporting period, the board of supervisors reviewed the related proposals on the prediction and adjustment of related party transactions of the company, verified the related party transactions of the company, and considered that the decision-making procedures of related party transactions of the company comply with the provisions of relevant laws, regulations and the articles of association, followed the principle of equal compensation and fair market price, and did not violate the principles of openness, fairness and impartiality, There is no behavior that damages the interests of the company and minority shareholders.
(V) internal control of the company
The board of supervisors reviewed the construction and operation of the company’s internal control system and the 2021 internal control self-evaluation report, and believed that the company had established a relatively perfect internal control system and could 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.
(VI) establishment and implementation of insider information management system by the company
During the reporting period, the board of supervisors supervised the implementation of the company’s insider management system and held that the company has established a relatively perfect insider management system, and can do a good job in insider information management and insider registration in strict accordance with the requirements, effectively preventing the occurrence of insider trading events and safeguarding the legitimate rights and interests of investors. During the reporting period, no insider trading was found by relevant personnel using insider information.
3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will continue to conscientiously perform its duties in accordance with the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, continuously strengthen the supervision and inspection functions through the work of the board of supervisors, prevent business risks, and further safeguard the legitimate rights and interests of the company and shareholders. The specific work is carried out from the following aspects:
(I) supervise the performance of directors and senior managers according to law; Attend and attend the board of directors and general meeting of shareholders according to law, supervise the decision-making procedures of major matters, and urge the company to further improve the corporate governance structure and improve the standard governance level.
(II) carefully supervise, inspect and review the company’s financial status, financial management system and periodic reports during the reporting period according to law, and constantly improve the standardization of the company’s financial management system and internal control.
(III) strengthen the self construction of the board of supervisors, continuously improve the ability of supervisors to perform their duties and earnestly safeguard the interests of the company and all shareholders by participating in various trainings organized by the regulatory authorities, strengthening learning and exchange with the board of supervisors of other listed companies, and strengthening communication with internal audit departments and external audit institutions.
Western Metal Materials Co.Ltd(002149)
Board of supervisors
April 14, 2022
