Hebei Hebei Huatong Wires And Cables Group Co.Ltd(605196) Group Co., Ltd
2021 annual work report of the board of supervisors
1、 Work of the board of supervisors
In 2021, the board of supervisors earnestly performed its supervisory duties in strict accordance with the requirements of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, and in order to effectively safeguard the interests of the company and the interests of the majority of shareholders.
The board of supervisors attended several meetings of the board of directors and shareholders in 2021 as nonvoting delegates, and believed that the board of directors had implemented the resolutions of the shareholders’ meeting, and there were no acts detrimental to the interests of the company and shareholders. The resolutions of the board of directors met the requirements of the company law and other laws and regulations and the articles of association.
The board of supervisors effectively supervised the production and operation activities of the company during its term of office and believed that the management of the company earnestly implemented the resolutions of the board of directors and was diligent and responsible.
The board of supervisors held a total of 19 meetings this year. The convening and convening procedures, the qualifications of participants, the voting procedures, voting results and resolutions of the meeting were in accordance with the provisions of laws and regulations and the articles of association. The meetings were as follows:
Proposals considered and adopted on the date of the opening of the session of the preparatory meeting
number
1. The 10th Session of the second board of supervisors February 1, 2021 Proposal on reviewing the company’s audit report
2. (annual) 19th Meeting Proposal on reviewing the company’s internal control assurance report
3. Proposal on the work report of the board of supervisors in 2020
4. Proposal on the company’s 2020 annual financial statement report
5. Proposal on the 2021 annual financial budget report of the company
6. Proposal on the company’s 2020 profit distribution plan
7. Proposal on remuneration of supervisors of the company
8. Proposal on the company’s continuing appointment of accounting firm
9. Proposal on the prediction of related party transactions of the company in 2021
10. Proposal on changing accounting policies
2 case on using idle self owned funds to purchase bank financial products, the 10th Session of the second board of supervisors, April 2021
One meeting 20
3. Proposal on using raised funds to supplement working capital at the 10th meeting of the second board of supervisors in May 2021
2nd meeting 2 days
4 proposal on the company’s financial statements for the first quarter of 2021 in May 2021 of the 10th Session of the second board of supervisors
3rd meeting 7
5. The 4th meeting of the 10th Session of the second board of supervisors on the proposal on using some idle raised funds to temporarily supplement working capital in May 2021 was held on the 17th
6 the 10th Session of the second board of supervisors June 1, 2021 Proposal on the 7th of the 5th meeting on replacing self raised funds with raised funds that have paid issuance expenses
2. Proposal on Amending the rules of procedure of the board of supervisors
7. The 10th Session of the second board of supervisors June 1, 2021 Proposal of the 11th session of the 6th meeting on temporarily replenishing working capital with some idle raised funds
8 the 10th Session of the second board of supervisors August 1, 2021 Proposal on the general election of the board of supervisors and the nomination of candidates for supervisors of the third board of supervisors on the 9th of the seventh meeting
9. Proposal on cash management by using some idle raised funds in August 2021 of the 10th Session of the second board of supervisors
8th meeting 19
10 the 10th Session of the second board of supervisors August 1, 2021 Proposal on the company’s 2021 semi annual report and its summary
9th meeting 27
11 the first of the third board of supervisors August 1, 2021 Proposal on the election of the chairman of the third board of supervisors of the company
2. 30th meeting Proposal on the company and its subsidiaries using idle self owned funds for cash management
12. On September 1, 2021, the second session of the third board of supervisors, the proposal on the proposed establishment of a wholly-owned subsidiary
2. Proposal on the company’s plan to apply for comprehensive credit and accept guarantee from related parties
13 proposal of the 28th meeting of the third board of supervisors on increasing the implementation subject and place of some raised capital investment projects in September 2021
14 proposal on the 11th meeting of the company’s wholly-owned subsidiary on selling coiled tubing operation equipment to related parties in October 2021 of the fourth session of the third board of supervisors
15. Proposal on using raised funds to provide loans to wholly-owned subsidiaries and grandchildren to implement investment projects with raised funds on October 19, 2021, the fifth session of the third board of supervisors
2. Proposal on the establishment of special accounts for raised funds by wholly-owned subsidiaries and grandchildren and the signing of four party supervision agreement for raised funds
16 proposal on using raised funds to replace funds raised from the 27th meeting of the third board of supervisors on October 2021
17 proposal on the company’s report for the third quarter of 2021 in October 2021 of the seventh session of the third board of supervisors
29th meeting
18. Proposal of the 27th meeting of the eighth session of the third board of supervisors on December 1, 2021 on extending the time for temporarily replenishing the idle raised funds of working capital
2. Proposal on using self owned funds to pay the funds required for raised investment projects and replacing them with raised funds in equal amount
19 proposal on the 31st meeting of the ninth session of the third board of supervisors on continuing to use some idle raised funds to temporarily supplement working capital in December 2021
2、 Independent opinions of the board of supervisors on relevant matters of the year
In 2021, in accordance with relevant laws and regulations and the articles of association, the board of supervisors of the company comprehensively supervised the convening procedures of the general meeting of shareholders and the board of directors, the voting matters of proposals, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the performance of duties of the company’s senior managers, as well as the company’s production and operation, financial status and internal control system. The board of supervisors of the company believed that:
1. Independent opinions of the board of supervisors on the legal operation of the company
During the reporting period, the board of directors of the company was able to comply with various national laws and regulations, standardize its operation in accordance with the company law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other requirements, continuously improve the internal control system and corporate governance structure, and effectively prevent the operation, management and financial risks of the company.
The decision-making procedures of the board of directors of the company are scientific and legal, and no acts infringing on the interests of shareholders, the company and employees are found. In the course of performing their duties, the directors and senior managers of the company have not found any violation of relevant provisions of national laws and regulations, nor any behavior damaging the interests of the company and shareholders’ rights and interests.
2. Independent opinions of the board of supervisors on the inspection of the company’s financial situation
During the reporting period, the board of supervisors carefully performed the function of financial inspection, inspected and supervised the company’s financial activities from time to time, and reviewed the contents and preparation procedures of periodic reports during the reporting period. It is considered that the preparation and review procedures of the company’s 2021 annual report, 2021 quarterly report and semi annual report fully comply with the provisions of laws and regulations, the articles of association and the company’s internal management system; The content and format fully comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. The information contained can truly reflect the operation, management and financial status of the company during the reporting period, and meet the requirements of enterprise accounting system and financial statement preparation. No personnel involved in the preparation and review of the report were found to have violated the confidentiality provisions.
3. Independent opinions of the board of supervisors on the company’s connected transactions
The related party transactions of the company are fair and reasonable, and no behavior damaging the interests of the listed company is found.
4. Independent opinions of the board of supervisors on the internal control evaluation report of the company in 2021
The company has basically established an internal control system covering all business links, which can prevent and resist risks in the process of operation and ensure the normal operation of the company’s operation and management business and the safety and integrity of the company’s assets. The internal control evaluation report of the company in 2021 comprehensively, truly, objectively and accurately reflects the actual situation of the company’s internal control.
5. Opinions of the board of supervisors on changes in the company’s accounting policies
According to the requirements of relevant documents of the Ministry of finance, the company has made corresponding changes to the company’s accounting policies, which are in line with the requirements of relevant laws and regulations and the actual situation of the company. The changed accounting policies are conducive to more objectively and fairly reflect the company’s financial situation and operating results, and are in line with the interests of the company and all shareholders. The procedures of this accounting policy change comply with relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and shareholders.
3、 Work plan for 2022
In 2022, the board of supervisors will continue to improve its supervision responsibilities, take improving the supervision level as the core, constantly improve the working methods, promote the company to further improve various corporate governance systems, and realize the overall steady development of the company.
1. Carry out the daily discussion activities of the board of supervisors in strict accordance with the requirements of the company law, the articles of association and the rules of procedure of the board of supervisors; Timely grasp and actively pay attention to major decision-making matters of the company, supervise and promote the legitimacy of various decision-making procedures, and better safeguard shareholders’ rights and interests.
2. In the post epidemic period, we should adopt various flexible working methods and actively and orderly carry out various supervision work. Supervise the operation of the company in all aspects, prevent business risks, and give full play to the role of the internal supervision force of the enterprise; On the basis of doing a good job in the supervision and inspection of the company’s headquarters, strengthen the supervision of holding subsidiaries and joint-stock companies.
3. According to the new requirements of the regulatory authorities, supervise the work of the company’s directors and senior managers to prevent acts damaging the interests and image of the company; Strengthen internal learning and continuously promote the self construction of the board of supervisors through training and research.
Hebei Huatong Wires And Cables Group Co.Ltd(605196)
Board of supervisors
April 15, 2022
