Zhejiang Yinlun Machinery Co.Ltd(002126)
Work report of the board of supervisors in 2021
In 2021, all members of the board of supervisors of the company strictly complied with the company law, the articles of association, the rules of procedure of the board of supervisors and other relevant requirements, scrupulously performed their duties, diligently and independently exercised their functions and powers according to law, and effectively supervised the compliance operation, financial status, related party transactions, foreign investment, profit distribution and the daily performance of directors and senior managers of the company, Attended the board of directors and shareholders’ meeting of the company as nonvoting delegates, supervised the implementation of various proposals, played a positive role in the standardized operation and development of the enterprise, and better protected the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors held a total of nine meetings, and the relevant matters considered have been published in the information disclosure media designated by the company, such as securities times, Shanghai Securities News and cninfo（ http://www.cn.info.com.cn. ）Disclosure on. The details are as follows:
No. disclosure date of matters considered at the session of the meeting
The 8th board of supervisors
1 report on the use of the raised funds before the fifth meeting February 22, 2021
Work report of the board of supervisors in 2020
2020 annual report and summary
Financial statement report of 2020
The 8th board of supervisors
2 the sixth meeting financial budget report for 20212021-04-13 profit distribution plan for 2020
Special report on the deposit and use of the company’s raised funds in 2020
Self evaluation report on internal control of the company in 2020
3 full text and text of the report of the eighth board of supervisors for the first quarter of 2021 the seventh meeting on April 29, 2021
Proposal on clarifying the specific plan for the company to issue convertible corporate bonds
4 proposal of the 8th board of supervisors on the listing of convertible corporate bonds 202106-02 the 8th meeting on the establishment of a special account for raising funds from the public issuance of convertible corporate bonds and
Proposal on Authorizing the signing of tripartite supervision agreement
Proposal of the 8th board of supervisors on replacing self raised funds invested in projects with raised funds in advance
5. Proposal of the 9th meeting on June 25, 2021 on using the raised funds to increase capital to Shanghai yinlun heat exchange system Co., Ltd
Motion
Proposal on using some idle raised funds for cash management
About the closing of some raised and invested projects of non-public offering of shares in 2017 and the savings
6 proposal on raising funds to permanently supplement working capital of the eighth board of supervisors on July 23, 2021
The 10th meeting on the public offering of convertible bonds raised investment project (new energy passenger vehicle heat pump air conditioning system)
(unified project) proposal to increase the place and subject of implementation
Semi annual report of 2021 and its summary
7 special report of the eighth board of supervisors on the deposit and use of raised funds in the half year of 2021 August 27, 2021
The 11th meeting on the use of raised funds to Zhejiang yinlun new energy thermal management system Co., Ltd
Proposal on capital increase of the company
Third quarter report of the eighth board of supervisors in 2021
8th 12th meeting October 27, 2021
Proposal of the 8th board of supervisors on the extension of some investment projects with raised funds
9th 13th meeting December 20, 2021
2、 Performance of duties of the board of supervisors
1. Legal operation of the company
During the reporting period, through the inspection of the company’s operation, the implementation of internal rules and regulations and the supervision of the performance of the company’s directors and senior managers, the board of supervisors held that the company operated according to law and the decision-making procedures were in line with relevant laws and regulations and the articles of Association; The company has established a relatively perfect internal control system and effectively controlled various business risks; The directors and senior managers of the company earnestly fulfilled their obligations stipulated in the resolutions of the general meeting of shareholders, the board of directors and the articles of association, and did not find any violation of relevant laws and regulations and the articles of association or any act damaging the legitimate rights and interests of the company and shareholders in the performance of their duties.
2. Check the company’s financial situation
The board of supervisors carefully supervised and inspected the financial status and operating results of the company during the reporting period, reviewed the periodic reports prepared by the board of directors and put forward written review opinions. The board of supervisors of the company believes that the company has sound financial system and internal control mechanism, standardized financial operation and good financial condition; The submission procedures of the company’s periodic reports comply with laws, administrative regulations and the provisions of the CSRC. The contents of the reports can truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
3. Check the internal control of the company
The board of supervisors reviewed the self-evaluation report on internal control of the company in 2021 and the construction and operation of the company’s internal control system, and believed that the company had established a relatively perfect internal control system and could be effectively implemented, which reduced the management risk to a certain extent and played a good role in risk prevention and control in all links of the company’s operation and management; The company has established an effective incentive and restraint mechanism, cultivated a good corporate spirit and internal control culture, and created a better performance environment. The self-evaluation report on internal control in 2021 issued by the company can truly and objectively reflect the implementation of the company’s internal control.
4. Verification of related party transactions of the company
The board of supervisors reviewed the daily related party transactions and other related party transactions of the company, and considered that the decision-making procedures of the company comply with the provisions of relevant laws, regulations and the articles of association, which is conducive to the normal operation of the company, and the transaction prices of the company and related parties are reasonably determined based on the market price and evaluation price, without violating the principles of openness, fairness and impartiality, There is no situation that damages the interests of the company and all shareholders. During the reporting period, the related party transactions of the company have no impact on the business independence, financial status and operating results of the company.
5. Verification of the company’s information disclosure management
During the reporting period, the board of supervisors checked the company’s information disclosure and believed that the company could conscientiously and strictly perform its information disclosure obligations in accordance with the measures for the administration of information disclosure of listed companies and other relevant provisions. The information disclosed by the company is true, accurate, timely and complete without false records, major omissions and misleading investors.
6. Verification of external guarantee of the company
During the reporting period, the board of supervisors checked the external guarantees of the company and found that the external guarantees provided by the company were all guarantees provided to subsidiaries within the scope of the company’s consolidated statements, and did not provide guarantees to shareholders, actual controllers and their related parties. All guarantees of the company strictly performed the review procedures in accordance with relevant provisions and did not violate relevant laws and regulations and the articles of association. The company has no overdue secured loan, no amount of guarantee involved in litigation and the amount of loss that should be borne if the lawsuit is judged to be lost due to the guarantee.
7. Verification opinions on the use of raised funds
During the reporting period, the board of supervisors effectively supervised the storage and use management of the raised funds, and believed that the company had established the raised funds management system and standardized the fund use procedures. During the reporting period, the company has made special account storage and special use of the raised funds. The actual investment projects are consistent with the promised investment projects. There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
3、 Continue to strengthen the self construction of the board of supervisors
The board of supervisors of the company will continue to do a good job in communication and connection with shareholder units and regulatory authorities, actively participate in the training organized by regulatory authorities, learn regulatory regulations, policies and industry trends, and improve the level of performance of duties. Meanwhile, we will continue to faithfully perform the duties of the board of supervisors in strict accordance with the provisions of the company law, the articles of association, the rules of procedure of the board of supervisors and other laws and regulations, further promote the standardized operation of the company and protect the rights and interests of shareholders, the company, employees and other stakeholders. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Zhejiang Yinlun Machinery Co.Ltd(002126)
Board of supervisors
April 12, 2022
