Haining China Leather Market Co.Ltd(002344)
Work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company, in accordance with the relevant provisions of the company law of the people’s Republic of China, the securities law, the articles of association and the rules of procedure of the board of supervisors of the company, in the spirit of being responsible to all shareholders, abide by the principle of good faith, scrupulously perform their duties, conscientiously perform various functions and obligations conferred by laws and regulations, and pay close attention to the company’s business decision-making procedures, legal operation The company has verified its financial status and internal management, and effectively supervised the performance of the duties of the company’s directors and senior managers, which has played a positive role in the standardized operation and development of the enterprise and safeguarded the interests of the company and the legitimate rights and interests of all shareholders. The work of the board of supervisors during the reporting period is reported as follows:
1、 Main work during the reporting period:
(I) during the reporting period, the members of the board of supervisors attended all previous meetings of the board of directors as nonvoting delegates and supervised the implementation of the resolutions of the general meeting of shareholders and the performance of obligations by the board of directors. It is believed that the decision-making procedures of each board of directors are legal, the resolutions of the general meeting of shareholders have been carefully implemented, the obligation of good faith has been faithfully fulfilled, the company’s internal control system is sound and effective, and the directors and senior managers have no acts that harm the interests of the company and infringe on the rights and interests of shareholders in the process of performing their duties.
(II) the board of supervisors actively paid attention to the company’s business plan and decision-making. The chairman of the board of supervisors attended the general manager’s office meeting for many times, so as to exercise the supervision responsibility on the procedures of the company’s business decision-making.
(III) the board of supervisors shall earnestly carry out all work and pay close attention to the implementation of all work.
(IV) during the reporting period, the company held four meetings of the board of supervisors, as follows:
1. The sixth meeting of the Fifth Board of supervisors was held in the company’s conference room on April 15, 2021. All five members of the board of supervisors attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Li Hongliang, chairman of the board of supervisors. After voting, the meeting considered and adopted the following proposals: proposal on reviewing the work report of the board of supervisors in 2020, proposal on reviewing the annual report and summary in 2020, proposal on reviewing the profit distribution plan in 2020, proposal on reviewing the self-evaluation report of internal control in 2020, proposal on reviewing the final financial statement report in 2020 Proposal on reviewing the financial budget report of 2021, proposal on reviewing the special report on the deposit and use of raised funds in 2020, proposal on renewing the appointment of Tianjian certified public accountants as the audit institution of the company, and proposal on using the surplus funds raised from non-public offering to permanently supplement working capital
Case. The resolution announcement of the meeting was published in the securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company, on April 17, 2021（ http://www.cn.info.com.cn. ）Come on. 2. The seventh meeting of the Fifth Board of supervisors was held in the company’s conference room on April 27, 2021. All five members of the board of supervisors attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Li Hongliang, chairman of the board of supervisors. After voting, the meeting deliberated and adopted the following proposal: proposal on reviewing the company’s quarterly report for the first quarter of 2021. This meeting only considered one proposal on the quarterly report of the first quarter of 2021 and did not vote against or abstain from voting. It was not disclosed separately according to the relevant provisions of the exchange.
3. The eighth meeting of the 5th board of supervisors was held in the company’s conference room on August 19, 2021. All five members of the board of supervisors attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Li Hongliang, chairman of the board of supervisors. After voting, the meeting considered and adopted the following proposals: proposal on reviewing the company’s 2021 semi annual report and summary, proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds, proposal on the continued financial assistance of wholly-owned subsidiaries to their joint-stock companies, and on the premise that affiliated supervisors Jin Haifeng and Li Donghua avoided voting, The proposal on the acquisition of part of the equity of Haining private financing service center and related party transactions was deliberated and adopted. The resolution announcement of the meeting was published in the securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company, on August 21, 2021（ http://www.cn.info.com.cn. ）Come on.
4. The ninth meeting of the 5th board of supervisors was held in the company’s conference room on October 25, 2021. All five members of the board of supervisors attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Li Hongliang, chairman of the board of supervisors. After voting, the meeting deliberated and adopted the following proposals: the proposal on reviewing the company’s quarterly report for the third quarter of 2021, and the proposal on the participation of wholly-owned subsidiaries in the investment and establishment of Haining Xinchao equity investment partnership (limited partnership) and related transactions on the premise that related supervisors Jin Haifeng and Li Donghua avoided voting Proposal on the participation of wholly-owned subsidiaries in the establishment of Haining Shilian equity investment partnership (limited partnership) and related party transactions, and proposal on the operation of wholly-owned subsidiaries with related parties and related party transactions. The resolution announcement of the meeting was published on the company’s designated information disclosure media securities times, China Securities Journal and cninfo.com on October 27, 2021（ http://www.cn.info.com.cn. ）Come on.
2、 Opinions of the board of supervisors on relevant matters
(I) legal operation of the company
In accordance with the relevant provisions of the company law, the articles of association and relevant laws and regulations, the board of supervisors has supervised the company’s decision-making procedures, the establishment and implementation of the internal control system and the performance of the directors and senior managers of the company.
The board of supervisors believes that the company operates according to law, and the decision-making procedures and internal control system comply with the company law, securities law and other laws and regulations and the relevant provisions of the articles of association. The board of directors has earnestly implemented the resolutions of the general meeting of shareholders. The directors and senior managers are loyal to their duties, diligent and responsible in performing their duties, and have not violated laws, regulations, the articles of association or damaged the interests of the company.
(II) financial status of the company
During the reporting period, the board of supervisors carefully supervised and reviewed the company’s financial situation and financial management in 2021, and believed that the company’s financial system was relatively sound, financial operation was standardized and financial condition was good. The financial report of 2021 truly and objectively reflects the financial situation and operating results of the company.
(III) use of raised funds
During the reporting period, the board of supervisors effectively supervised the use and management of the company’s raised funds and believed that the use of the company’s raised funds could be carried out in strict accordance with the provisions and requirements of the administrative measures for the use of raised funds, the actual use of the raised funds was legal and compliant, and there was no violation of laws and regulations or damage to the interests of minority shareholders.
(IV) related party transactions of the company
Through the supervision and verification of the related party transactions of the company in 2021, the board of supervisors believes that the related party transactions of the company strictly follow the principles of openness, fairness and impartiality, and the transaction decision-making procedures comply with the relevant laws and regulations of the state, the articles of association, the fair decision-making system for related party transactions, the management system for capital exchanges with related parties and external guarantees, etc, There is no behavior that damages the interests of the company and minority shareholders. (V) major acquisitions and sales of assets of the company
During the reporting period, the company’s acquisition and sale of assets were conducted in accordance with legal procedures under the principles of openness, fairness and impartiality. The transaction price was reasonable and fair. There was no insider trading, unfair trading and damage to the interests of the company or some shareholders. The transaction procedures were strictly implemented in accordance with the articles of association, rules of procedure of the board of directors and other rules.
(VI) opinions on self-evaluation of the company’s internal control
The board of supervisors issued the following audit opinions on the self-evaluation report of the company’s internal control in 2021: the self-evaluation report of the company’s internal control in 2021 complies with the basic norms of enterprise internal control, the guidelines for the standardized operation of companies listed on the SME board and other relevant provisions. According to the relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, the company follows the basic principles of internal control and establishes and improves the internal control system of all links of the company according to the actual situation of the company, so as to ensure the normal business activities of the company. The self-evaluation report of the company’s internal control comprehensively, truly and objectively reflects the actual situation of the company’s internal control.
(VII) establishment and implementation of insider information management system by the company
During the reporting period, the board of supervisors reviewed and supervised the establishment and implementation of the insider management system of the company, and believed that the company had established and implemented the insider registration system. During the reporting period, the relevant systems of the company were well implemented, and there was no disclosure of insider information, or insider trading by using insider information, or advising others to use insider information for trading.
3、 2022 annual work plan
The board of supervisors of the company will resolutely implement the established strategic policies of the company, more strictly comply with the responsibilities entrusted to the board of supervisors by national laws and regulations and the articles of association, work hard to safeguard the interests of shareholders and the company and promote the sustainable development of the company, urge the company to standardize its work and improve the corporate governance structure of the company.
The main work plans for 2022 include:
1. Strengthen the internal learning of supervisors. With the continuous development and growth of the company and the change of capital market policy information, the members of the board of supervisors must strengthen their own learning, improve their own supervision level, and strengthen the supervision and inspection of the company and its directors and senior executives according to the evolving external environment.
2. Pay more attention to the company’s foreign investment, property disposal, mergers and acquisitions, related party transactions and other major matters. The above matters are related to the stability and sustainability of the company’s long-term operation and may have a significant impact on the company’s operation. Therefore, the board of supervisors of the company will strengthen the supervision of the above major matters to ensure that the company implements effective internal control measures to prevent contingent risks.
In 2022, each member of the board of supervisors will continue to earnestly perform the supervision duties in strict accordance with the provisions of relevant laws and regulations, further promote the standardized operation of the company, successfully complete the company’s business objectives and maximize the interests of the company’s shareholders through the joint efforts of all members of the company.
Haining China Leather Market Co.Ltd(002344) board of supervisors
April 14, 2022
