Tongxing Environmental Protection Technology Co.Ltd(003027)
Work report of the board of supervisors in 2021
In 2021, with the active support and cooperation of the board of directors and management of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as “the company”), the board of supervisors of the company strictly complied with the relevant requirements of the company law, the articles of association and the rules of procedure of the board of supervisors, and with the attitude of being responsible to all shareholders, scrupulously performed their duties, performed their duties diligently and independently according to law, and exercised their functions and powers in strict accordance with the company’s standardized operation, compliant operation, financial status, related party transactions Internal control and the daily performance of directors and senior managers of the company have been effectively supervised, which has 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 in 2021
1. In 2021, the company held 10 meetings of the board of supervisors, and the convening and voting procedures of the meeting were in line with the company law, the articles of association and other relevant provisions. The details of the meeting are as follows:
Meeting time: deliberation of proposals at the session
1. Proposal on using raised funds to replace self raised funds invested in advance
The 4th board of supervisors 2. Proposal on cash management with some idle raised funds 2021 / 01 / 04
Fifth meeting
3. Proposal on using bank bills to pay the project funds invested by raising funds and replacing them with the raised funds in equal amount
4. Proposal on Amending the rules of procedure of the board of supervisors
The 4th board of supervisors 1. Proposal on using raised funds to supplement working capital
The 6th meeting on January 25, 2021 2. Proposal on using raised funds to increase capital to subsidiaries and subsidiaries to increase capital to subsidiaries to implement raised investment projects
1. Proposal on the work report of the board of supervisors in 2020
The 4th board of supervisors 2. Proposal on the full text and summary of the 2020 annual report the 7th Meeting on March 25, 2021 3. Proposal on the 2020 annual financial statement report
4. On profit distribution and capital reserve increase in 2020
Proposal on capital stock plan
5. Report on the deposit and use of funds raised in 2020 6
7. Proposal on re employment of accounting firm
8. Proposal on changes in accounting policies
9. Proposal on applying for comprehensive credit line from banks
10. Proposal on the guarantee and related party transactions provided by the actual controller for the company
The 4th board of supervisors
The 8th meeting on April 28, 2021 1 1. Proposal on the first quarter report of 2021
1. Proposal on 2021 restricted stock incentive plan (Draft) and its summary
The 4th board of supervisors 2. Proposal on the management measures of the 9th meeting on July 30, 2021 for the implementation and assessment of restricted stock incentive plan in 2021
3. Proposal on verifying the list of incentive objects first granted by the restricted stock incentive plan in 2021
1. Proposal of the 4th board of supervisors on the full text and summary of the 2021 semi annual report
The 10th meeting on August 25, 2021 2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021
The 4th board of supervisors
The 11th meeting on August 30, 2021 1 1. Proposal on granting restricted shares to incentive objects for the first time
The 4th board of supervisors
12th meeting on October 28, 2021 1 1. Proposal on the third quarter report of 2021
The 4th board of supervisors
13th meeting on November 22, 2021 1 1. Proposal on reserving and granting restricted shares to incentive objects
The 4th board of supervisors 1. Proposal on the extension of some investment projects with raised funds
2021 / 12 / 13 14th meeting 2. Proposal on using idle self owned funds for cash management
Case
3. Proposal on using idle raised funds for cash management
2、 Performance of the board of supervisors in 2021
(I) supervise the legal operation of the company
During the reporting period, the board of supervisors of the company attended the general meeting of shareholders and the board of directors in strict accordance with the provisions of the company law and the articles of association, and supervised the legal operation of the company’s decision-making procedures and the establishment and implementation of internal control system in 2021 in accordance with the law. It is considered that the company has established a relatively perfect internal control system. At the same time, be able to timely revise relevant rules and regulations and effectively implement them in combination with the changes of laws and regulations and their own actual situation; The decision-making procedures of the general meeting of shareholders and the board of directors of the company are legal and compliant. The directors and senior managers are scrupulous and diligent in performing their duties. When exercising their functions and powers, they do not violate the provisions of laws, administrative regulations and the articles of association, or damage the interests of the company and the rights and interests of shareholders.
(II) check the company’s financial situation
During the reporting period, the board of supervisors inspected and reviewed the company’s 2020 annual report, 2021 first quarter report, 2021 semi annual report and 2021 third quarter report, financial system and financial status prepared by the board of directors, and believed that the company’s financial operation was standardized and effective, its operating results and capital status were good, and its financial internal control system was sound, which could effectively prevent all kinds of operating risks, The auditor’s report, which is not prepared in accordance with the accounting standards for general enterprises and the accounting standards for affiliated enterprises, does not reflect the truthfulness of the company’s financial statements and the actual operating conditions of the company, and the auditor’s report, which is not prepared in good faith, does not reflect the accounting standards for general enterprises and the accounting standards for affiliated enterprises. The change of the company’s accounting policy is a reasonable change in accordance with the accounting standards revised and issued by the Ministry of finance, which complies with relevant regulations. The implementation of the change of accounting policy can more objectively and fairly reflect the company’s financial situation and operating results, and there is no damage to the interests of the company and shareholders.
(III) supervise the use of the company’s raised funds
The board of supervisors has effectively supervised the use and management of the company’s raised funds in 2021, and believes that the use of the company’s raised funds in 2021 can be carried out in strict accordance with the provisions of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, as well as the articles of association and the raised funds management system, The use of the raised funds is legal and compliant, and there is no illegal use of the raised funds. The actual investment projects of the company’s raised funds are consistent with the promised investment projects, the investment direction and purpose are not changed, and they are basically implemented in accordance with the predetermined plan. There is no violation of laws and regulations and damage to the interests of shareholders.
(IV) check the internal control of the company
During the reporting period, the board of supervisors checked the self-evaluation report on the effectiveness of the company’s internal control in 2021 and the construction and operation of the company’s internal control system. The company did not violate the basic norms of enterprise internal control jointly issued by the Ministry of finance, the CSRC and other departments, the guidelines for self discipline supervision of Listed Companies in Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the relevant internal control systems of the company. At the same time, the company has established a relatively perfect corporate governance structure, formulated relatively perfect and reasonable management systems such as corporate governance and internal control, and can timely revise relevant internal control systems and effectively implement them according to the actual situation of the enterprise and regulatory requirements. The internal control evaluation report issued by the board of directors can truly, accurately and objectively reflect the actual situation of the company’s internal control.
(V) check the cash management of the company
The board of supervisors checked the company’s use of some idle funds for cash management, and considered that the company’s current operation is good, the funds are abundant, the internal control system is gradually improved, and the purchase of low-risk financial products on the premise of ensuring liquidity and capital safety is conducive to improving the use efficiency of funds and increasing the company’s investment income, which is in line with the interests of the company and all shareholders, and the relevant procedures are in line with relevant laws Provisions of administrative regulations. (VI) check the related party transactions of the company
During the reporting period, the board of supervisors supervised and verified the related party transactions of the company and considered that the related party transactions of the company in 2021 were necessary, the related party transactions performed the necessary decision-making procedures, the decision-making procedures were legal and compliant, and there was no damage to the interests of the company and shareholders. At the same time, when the board of directors, the board of supervisors and the general meeting of shareholders considered related party transactions, related directors, supervisors and related shareholders avoided voting, and the voting procedures were legal and effective, in line with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange and other laws, administrative regulations and normative documents, as well as the articles of association and the decision-making rules for related party transactions.
(VII) check the company’s capital occupation and external guarantee
During the reporting period, there was no significant non operational occupation of the company’s funds by the actual controller and other related parties, no external guarantee, no other damage to the interests of the company’s shareholders or loss of the company’s assets.
(VIII) supervise the implementation of insider information management system
The board of supervisors supervised and inspected the company’s implementation of the insider information management system, and held that during the reporting period, the company strictly implemented and implemented the insider information registration management and standardized the information transmission process in strict accordance with the relevant requirements of the guidelines for the supervision of listed companies No. 5 – the insider information registration management system of listed companies and the insider information registration management system of companies, According to the requirements of the system, the company shall record the insiders of the company’s insider information truthfully, accurately, timely and completely, and then conduct self-examination on their trading of stocks afterwards. During the reporting period, the company did not find that insiders disclosed insider information, conducted insider trading or suggested others to use insider information for trading, which effectively protected the interests of investors, especially small and medium-sized investors.
(IX) supervise the daily performance of directors and senior managers
The board of supervisors supervised the daily performance of duties of the company’s directors and senior managers, and believed that during the reporting period, the company’s directors and senior managers were able to truthfully provide relevant information and materials to the board of supervisors to ensure that the board of supervisors exercised its functions and powers in accordance with laws and regulations The senior managers complied with the relevant rules such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and the provisions of the articles of association, performed their duties in compliance, operated legally, efficiently implemented the resolutions of the general meeting of shareholders and the board of directors, faithfully and diligently performed their duties, and did not harm the interests of the company and shareholders.
(x) check the management of information disclosure
During the reporting period, the board of supervisors checked the company’s information disclosure work and believed that the company has established a relatively perfect internal control system for information disclosure, adhered to the principles of openness, fairness and impartiality, timely, accurately and completely fulfilled the disclosure obligations in strict accordance with the requirements of the company’s information disclosure management system and other laws and regulations, and there are no false records, misleading statements or major omissions, There are no violations such as insider trading, which does not damage the rights and interests of the company and all shareholders.
3、 Work priorities of the board of supervisors in 2022
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the securities law, the articles of association and the rules of procedure of the board of supervisors, faithfully perform the duties of the board of supervisors and further promote the standardized operation of the company. Supervise and inspect the business activities of the board of directors and the management according to law. At the same time, the board of supervisors will continue to strengthen the implementation of supervision functions, effectively supervise the standardized operation, compliant operation and financial status of the company, attend the board of directors, shareholders’ meeting and relevant working meetings according to law, timely grasp the legitimacy and compliance of major decision-making matters and decision-making procedures of the company, promote the standardized operation of the company and protect the legitimate rights of all shareholders of the company. The board of supervisors of the company will strengthen the study of laws, administrative regulations, normative documents and accounting and financial knowledge, broaden professional knowledge and improve business level, earnestly perform their duties and give better play to the supervision function of the board of supervisors.
Tongxing Environmental Protection Technology Co.Ltd(003027) board of supervisors April 18, 2022
