Gansu Engineering Consulting Group Co.Ltd(000779)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Gansu Engineering Consulting Group Co.Ltd(000779) (hereinafter referred to as the “company”) carried out supervision in accordance with the relevant provisions and requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association, the rules of procedure of the board of supervisors and other company systems, Conscientiously performed the supervision duties and safeguarded the rights and interests of the company and all shareholders. The performance of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors in 2021
(I) meetings of the board of supervisors
Six meetings of the board of supervisors were held throughout the year, 19 proposals were considered and passed, 6 announcements of meeting resolutions were disclosed, and 9 audit opinions were issued; The details are as follows:
1. The 17th meeting of the 7th board of supervisors was held by on-site voting on April 15, 2021, Reviewed and approved the work report of the board of supervisors of the company in 2020, the annual report and report summary of the company in 2020, the final financial statement and audit report of the company in 2020, the financial budget report of the company in 2021, the profit distribution plan of the company in 2020, the internal control evaluation report of the company in 2020, the engagement of the audit institution of the company in 2021, the daily connected transactions of the company in 2021 and the next three years (20212023) shareholder return plan and 10 proposals on the achievement of the company’s major asset restructuring performance commitments and the impairment test results at the expiration of the commitment period.
2. On April 28, 2021, the 18th meeting of the 7th board of supervisors was held by means of communication and on-site voting, and the proposal of the company’s first quarter report in 2021 was considered and adopted.
3. On August 19, 2021, the 19th meeting of the 7th board of supervisors was held by on-site voting, and the proposals on the summary of 2021 semi annual report and the full text of 2021 semi annual report were considered and adopted.
4. On August 31, 2021, the 20th meeting of the 7th board of supervisors was held by means of on-site voting, and the proposal on the proposed repurchase and cancellation of some restricted shares granted but not lifted the restriction on sales and the proposal on applying for bank credit and providing guarantee for wholly-owned subsidiaries were considered and adopted. 5. On October 25, 2021, the 21st Meeting of the 7th board of supervisors was held by on-site and communication voting, and the company’s report for the third quarter of 2021 and the rules of procedure of the board of supervisors were reviewed and adopted.
6. On December 6, 2021, the 22nd Meeting of the 7th board of supervisors was held by means of on-site and communication voting, and the proposal on the implementation of the commitment period related to the issuance of shares to purchase assets and the proposal on the achievement of the first release of restrictions in the first release period granted by the 2019 stock incentive plan were reviewed and adopted.
(II) attendance at the board of directors and the general meeting of shareholders as nonvoting delegates
All supervisors attended the board of directors for 9 times and the general meeting of shareholders for 5 times; Participated in 22 meetings on reform, production and operation, project operation and safety production. Supervise the standardized operation of the company and the performance of directors and senior executives.
2、 Performance of duties of the board of supervisors
(I) legal governance and standardized operation of the company
The board of supervisors believes that the board of directors of the company can operate in strict accordance with the company law, the securities law and other laws and regulations, as well as the relevant provisions of the articles of association, earnestly implement the resolutions of the general meeting of shareholders, and make all decisions legal and compliant. Legal compliance of corporate governance and internal control. The company strictly implemented the information disclosure system, disclosed information truthfully, accurately, completely and timely, and effectively safeguarded the legitimate rights and interests of all investors. The directors and senior managers of the company are diligent and responsible, and have not found any violation of laws, regulations, the articles of association or any act damaging the legitimate rights and interests of the company and shareholders in the course of performing their duties.
(II) check the company’s financial situation
The board of supervisors believes that the company’s financial system is sound. When dealing with relevant accounting matters, the financial department earnestly implements the relevant national accounting system and relevant standards, and the financial operation and financial report truly and objectively reflect the company’s financial situation and operating results. The periodic reports prepared by the board of directors comply with the provisions of relevant laws and regulations, truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
(III) asset impairment
The board of supervisors believes that the company’s provision for asset impairment follows the principle of prudence and complies with the accounting standards for business enterprises, the provisions of the company’s accounting policies and the actual situation of the company’s assets. The decision-making procedure of the board of directors on this matter is legal and based on sufficient basis. The provision for asset impairment this time can more fairly reflect the asset status of the company.
(IV) related party transactions
The board of supervisors held that in 2021, the decision-making and approval procedures of related party transactions of the company comply with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association. The daily related party transactions between the company and related parties are based on the needs of production and operation, and the pricing follows the principle of fairness and fairness. The review procedure is legal and in line with the rules of related party transactions. There is no situation that damages the interests of the company and minority shareholders.
(V) occupation of related parties
The board of supervisors held that during the reporting period, the company was able to strictly implement relevant national laws and regulations, and there was no non operational occupation of the company’s funds by controlling shareholders and other related parties.
(VI) external guarantee
The board of supervisors held that: during the reporting period, the company’s guarantee for the holding subsidiaries complied with the provisions of relevant laws, regulations, normative documents and the articles of association, did not provide guarantee for the controlling shareholders and their related parties, and there was no external guarantee except for the holding subsidiaries.
(VII) internal control and internal control report
The board of supervisors held that during the reporting period, the company continued to improve the internal control system, formed a relatively systematic corporate governance framework, improved the corporate governance structure, created a standardized internal control environment, ensured the orderly and effective development of various business activities, protected the safety of the company’s assets, prevented risks in operation and management, and safeguarded the rights and interests of the company and shareholders. The implementation and supervision of the company’s internal control activities are sufficient and effective.
The self-evaluation report of the company’s internal control conforms to the actual situation of the company’s internal control, truly and accurately reflects the current situation of the company’s internal control, and there are no false records, misleading statements or major omissions.
(VIII) Insider management of the company’s inside information
The board of supervisors held that the company strictly controlled the scope of insiders in accordance with the registration and management system for insiders of inside information, timely registered the list of insiders of the company, and did a good job in the confidentiality of inside information. It did not find that insiders used inside information to engage in insider trading in violation of regulations, safeguarded the principles of openness, fairness and impartiality of the company’s information disclosure, and effectively protected the majority of investors, Especially the legitimate rights and interests of small and medium-sized investors.
3、 Work plan for 2022
In 2022, on the basis of daily supervision and key supervision, the board of supervisors continued to strengthen business training, improve the ability to perform duties in a standardized manner, faithfully, diligently, rigorously and impartially perform the rights conferred by the company law, the securities law and the articles of association, supervise the board of directors and senior managers in accordance with the law, urge the company to further improve the corporate governance structure, improve the governance level, attend the board of directors and the general meeting of shareholders in accordance with the law, Supervise the legality and compliance of the company’s major decision-making matters and decision-making procedures, supervise and inspect the company’s finance, promote the construction of internal control system, firmly safeguard the interests of the company and all shareholders, and promote the standardized and healthy development of the company.
Gansu Engineering Consulting Group Co.Ltd(000779) board of supervisors April 19, 2022
