Tianjin Tianbao Infrastructure Co.Ltd(000965)
Work report of the board of supervisors in 2021
In 2021, with the joint efforts of all supervisors, the board of supervisors of the company, in accordance with the needs of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and relevant regulations, and with the attitude of being responsible to the company and all shareholders, supervised and inspected the legal operation, financial situation, foreign investment, related party transactions, internal control construction and other matters of the company, and earnestly performed its supervisory duties. Fully exercise the responsibility of inspecting the performance of duties of directors and senior managers of the company, which has played a positive role in the standardized operation and sustained, rapid and healthy development of the company. The main work report for 2021 is as follows:
1、 Work of the board of supervisors
During the reporting period, supervisors attended all previous general meetings held by the company, including the 2020 annual general meeting, the first extraordinary general meeting in 2021, the second extraordinary general meeting in 2021, the third extraordinary general meeting in 2021, the fourth extraordinary general meeting in 2021 and the fifth extraordinary general meeting in 2021; Attended all previous board meetings of the company as nonvoting delegates. During the reporting period, the board of supervisors of the company held four meetings:
1. On March 22, 2021, the company held the fourth meeting of the eighth board of supervisors, deliberated and approved the work report of the board of supervisors in 2020, and deliberated and confirmed the proposals of the annual report and summary of the company in 2020 and the internal control evaluation report of the company in 2020.
2. On April 23, 2021, the company held the fifth meeting of the eighth board of supervisors, deliberated and confirmed the proposal of "full text and text of the company's report for the first quarter of 2021".
3. On August 24, 2021, the company held the sixth meeting of the eighth board of supervisors, deliberated and confirmed the proposal of the full text and summary of the company's 2021 semi annual report.
4. On October 26, 2021, the company held the 7th Meeting of the 8th board of supervisors, deliberated and confirmed the proposal of "full text and text of the company's third quarter report in 2021". 2、 Opinions of the board of supervisors on the relevant situation of the company during the reporting period
1. Legal operation of the company
During the reporting period, the board of supervisors of the company implemented the principle of "fairness, impartiality and openness" in accordance with relevant laws and regulations, and supervised the convening procedures, resolution matters and decision-making procedures of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the daily operation of the company, the performance of duties by senior managers and the establishment and implementation of the company's internal control system.
The board of supervisors believes that the company operates in strict accordance with the relevant provisions of the company law, the securities law and the articles of association, and the company has established a relatively perfect corporate governance structure and internal control mechanism. During the reporting period, the operation of the board of directors was standardized, the decision-making was reasonable, the procedures were legal, the resolutions of the general meeting of shareholders were seriously implemented, and the obligation of honesty was faithfully fulfilled; When performing their duties, the directors and senior managers of the company can seriously implement the relevant provisions of national laws, regulations and the articles of association, and there is no behavior damaging the interests of the company.
2. Check the company's financial situation
During the reporting period, the board of supervisors of the company effectively supervised and inspected the financial situation of the company. The board of supervisors effectively supervised, inspected and reviewed the financial status and operation of the company in 2021 by reviewing the accounting statements of the company and important subsidiaries, reviewing the annual report of the company and reviewing the audit report of accounting firms.
The board of supervisors believes that the company's financial system is sound and the financial operation is in good condition this year. The company strictly complies with the requirements of the accounting standards for business enterprises and other relevant financial regulations, the withdrawal of various expenses is reasonable and the financial operation is standardized. ShineWing Certified Public Accountants (special general partnership) audited the company's financial report and issued a standard unqualified audit report, which can truly, accurately and fairly reflect the company's financial status and operating results in 2021.
3. Related party transactions
During the reporting period, the board of supervisors of the company checked the major related party transactions of the company in 2021, mainly including the related party transactions in which the company applied for loans and provided guarantees to Tianjin Binhai New Area Tianbao microfinance Co., Ltd. for a wholly-owned subsidiary, the related party transactions in which the company signed a supplementary agreement on accounts receivable factoring business with Tianjin Tianbao commercial factoring Co., Ltd The company and Tianjin Tianbao Leasing Co., Ltd. carry out related party transactions of sale and leaseback financial leasing business, and the controlling shareholder Tianjin Tianbao Holding Co., Ltd. provides loans to the company; Supervise and inspect the daily related party transactions of the company.
The board of supervisors held that the decision-making procedures of the related party transactions of the company comply with the provisions of relevant laws, regulations and the articles of association, and its fairness is based on the principle of equal compensation and fair market price, which does not violate the principles of openness, fairness and impartiality, and does not damage the interests of the company and small and medium-sized shareholders.
4. External guarantee
During the reporting period, the company provided joint and several liability guarantee for the wholly-owned subsidiary Tianjin Baili Construction Engineering Co., Ltd. (hereinafter referred to as "Baili construction") to apply for a three-year real estate project development loan of 120 million yuan; Provide joint and several liability guarantee for the 6-month working capital loan of RMB 350 million applied by the wholly-owned subsidiaries Tianjin Binhai Kaiyuan Real Estate Development Co., Ltd., Baili construction, Tianjin Tianbao Shengyuan Real Estate Development Co., Ltd. and Tianjin Tianbao Fuyuan Real Estate Development Co., Ltd., a wholly-owned subsidiary of Tianjin Tianbao Real Estate Development Co., Ltd; The total amount of guarantee approved by the company in this year is 470 million yuan, the actual amount of guarantee is 1.636 billion yuan, and the guarantee balance at the end of the year is 1.058 billion yuan, accounting for 19.50% of the company's latest audited net assets. The actual guarantee amount of the company and its holding subsidiaries to units other than the consolidated statements totaled 490 million yuan, and the guarantee balance at the end of the year totaled 490 million yuan, accounting for 9.03% of the company's latest audited net assets. The company and its holding subsidiaries do not have overdue guarantees or litigation guarantees.
The board of supervisors held that the company strictly controlled the risk of external guarantee, earnestly fulfilled the approval procedures and information disclosure obligations of external guarantee, and did not violate relevant regulations or damage the interests of minority shareholders. The convening procedures and voting procedures of the board of directors are legal and effective, and comply with the provisions of relevant laws, regulations and the articles of association of the company.
5. Issuance of corporate bonds
During the reporting period, the company completed the issuance of "21 infrastructure 01" corporate bonds and was listed on Shenzhen Stock Exchange on October 19, 2021. The issuance scale of this bond is RMB 400 million, with a term of 3 years. The issuer's main rating is AA, the bond rating is AAA, and the coupon rate is 6.5%. The raised funds are used to repay the company's mature bonds.
The board of supervisors believes that the issuance of corporate bonds complies with the contents of the resolutions of the general meeting of shareholders of the company and the provisions of the securities law of the people's Republic of China and other relevant laws and regulations; The interest rate inquiry, bookkeeping, pricing, issuance and subscription of corporate bonds comply with the principles of fairness and impartiality, the interests of the company and all shareholders, and the provisions of the administrative measures for the issuance and transaction of corporate bonds and other relevant laws and regulations.
6. Foreign investment
During the reporting period, the board of directors of the company deliberated and approved the purchase of trust products issued by Norinco International Cooperation Ltd(000065) Trust Co., Ltd; About the cooperative development of "Tianjin Lenovo technology town".
The board of supervisors believes that the convening procedures and voting procedures of the board of directors related to the above foreign investment matters comply with the provisions of relevant laws and regulations and the articles of association, and meet the needs of the company's operation and development.
7. Internal control construction
During the reporting period, the company tested and evaluated more than 150 key controls involved in the company's risk control matrix.
The board of supervisors believes that the company has established a systematic internal control mechanism and necessary internal supervision mechanism, improved the company's internal control based on the company level, business process level and information system level, involved all important links of the company's operation and management activities, and met the relevant requirements of the basic norms for internal control of enterprises and supporting guidelines. The board of supervisors inspected and supervised the construction of the company's internal control, and found no major and important defects and abnormalities in internal control.
8. Implementation of management system related to inside information
During the reporting period, the company strictly implemented the registration and filing system for insiders, external information management system and internal accountability for securities violations. Constantly standardize the registration and filing management process of inside information, the behavior of external information users, confidentiality measures and internal accountability, so as to ensure a complete chain of inside information control.
The board of supervisors believes that the effective implementation of the company's insider information related management system has further standardized the company's information disclosure, effectively prevented insider trading or disclosure of insider information, and effectively protected the legitimate rights and interests of investors.
3、 2022 annual work plan
The board of supervisors of the company will strictly abide by the duties entrusted to the board of supervisors by national laws and regulations and the articles of association, and faithfully perform the duties of the board of supervisors with the attitude of being responsible to all shareholders in line with the policy of "legal system, supervision, self-discipline and standardization". Scrupulously perform their duties, supervise and urge the standardized operation of the company, improve the corporate governance structure, safeguard the interests of all shareholders and the company, and promote the sustainable development of the company.
The overall idea of work in 2022: closely focus on the company's business objectives and work tasks in 2022, and earnestly perform the function of supervision and inspection; Taking safeguarding the overall interests of the company as the starting point, ensure that the daily work of the board of supervisors is pragmatic, scientific, meticulous and in-depth. Focus on the following aspects:
1. Continue to earnestly implement the company law, securities law and other laws and regulations, strengthen the implementation of the supervision function of the board of supervisors based on the articles of association and rules of procedure of the board of supervisors, deeply understand and master the situation at all levels of the company, and give full play to the basic responsibility of the board of supervisors to inspect the company's finance and supervise the performance of the directors and senior executives of the company, so as to better safeguard the rights and interests of shareholders.
2. Adhere to financial supervision as the core, focus on major decisions and major financial matters, ensure the effectiveness of internal control measures, standardize decision-making behavior and prevent potential risks. Continuously supervise the implementation of relevant resolutions of the board of directors, strengthen the executive power of the company and ensure the smooth implementation of relevant decisions.
3. Continue to promote the self construction of the board of supervisors and improve the ability of members of the board of supervisors to perform their duties. Actively participate in the relevant training organized by the regulatory authorities, strengthen the learning of accounting and audit knowledge, constantly improve the skills of supervision and inspection, give better play to the supervision function of the board of supervisors, strive to work for optimizing and standardizing the corporate governance, and effectively safeguard the rights and interests of minority shareholders. In the new year, the board of supervisors of the company will, as always, continue to work hard to safeguard the interests of the company and shareholders and promote the sustainable development of the company, perform their duties more effectively and further promote the standardized operation of the company.
Tianjin Tianbao Infrastructure Co.Ltd(000965) board of supervisors
April 14, 2002
