Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) (hereinafter referred to as the "company") strictly complied with the relevant provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the articles of association, the rules of procedure of the board of supervisors and other relevant laws, regulations and systems, In the attitude of being responsible to all shareholders, earnestly perform the duties of the board of supervisors, actively carry out relevant work, attend the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, and supervise the standardized operation of the company and the performance of directors and senior managers of the company. The board of supervisors believed that the members of the board of directors and senior managers of the company were diligent and conscientious, fully implemented the resolutions of the general meeting of shareholders, and did not harm the interests of shareholders. The work report of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 8 meetings of the board of supervisors, and the convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association and other laws, regulations and normative documents. The details are as follows:
Holding time: voting on main contents of the session
1. On the general election of the board of supervisors and the nomination of the Fourth Board of supervisors
Proposal on non employee representative supervisor candidates
On February 1, 2021, the third session of the board of supervisors nominated Mr. Yang Rui as the non employee representative of the fourth session of the board of supervisors of the company. All proposals were reviewed and approved at the 24th Meeting on February 5. 1.2 nominated Ms. Li Le as the non employee representative of the fourth session of the board of supervisors of the company
Table supervisor candidates
March 2021: the 1st meeting of the 4th board of supervisors All proposals in the proposal on electing the chairman of the Fourth Board of supervisors of the company were deliberated and adopted at the first meeting on February 2
1. Proposal on the company's 2020 work report of the board of supervisors
The 2nd session of the 4th board of supervisors in March 2021 All proposals of the proposal on the company's 2020 annual financial statement report were held at the second meeting on March 30 The proposal on the company's 2020 annual report and its summary was deliberated and passed 4 Self evaluation report on internal control of the company in 2020
Proposal for
5. Proposal on the company's 2020 profit distribution plan
6. On the deposit and use of the company's raised funds in 2020
Special report on the project
7. Proposal on reappointment of the company's audit institution in 2021
8. About the company and its subsidiaries applying for credit from the bank in 2021
Proposal on quota and guarantee matters
9. About Dongguan Sixiang insulating material Co., Ltd. in 2020
Proposal on special description of achievement of performance commitments
April 2021: the 1st meeting of the 4th board of supervisors All proposals in the proposal on the company's report for the first quarter of 2021 were deliberated and adopted at the third meeting on March 23
In May 2021, the first proposal of the fourth session of the board of supervisors on the use of raised funds to replace self raised funds invested in raised investment projects in advance was deliberated and adopted at the fourth meeting on funds and issuance expenses on May 20
In August 2021, the first proposal on the company's 2021 semi annual report and its summary of the Fourth Board of supervisors held five meetings on August 6 Proposal on the company's special report on the review and approval of the deposit and use of raised funds in the half year of 2021
October 2021 1st meeting of the 4th board of supervisors All proposals in the proposal on the company's report for the third quarter of 2021 were deliberated and adopted at the 6th meeting on June 26
1. On repurchase and cancellation of 2018 restricted stock equity incentive plan
Proposal on partial allocation of restricted shares
The 2nd session of the 4th board of supervisors in December 2021 The third proposal on the 2018 restricted stock equity incentive plan was considered and passed at the 7th Meeting on June 6 On Revising the remuneration policy for directors, supervisors and senior executives
Proposal of the people's Republic of China
2、 Verification opinions of the board of supervisors on the relevant situation of the company in 2021
During the reporting period, the board of supervisors of the company carefully performed the functions of the board of supervisors in accordance with the company law, the standards for the governance of listed companies and the articles of association, and earnestly safeguarded the interests of the company and shareholders, comprehensively supervised and verified the standardized operation, operation and management, financial status and the performance of duties by senior managers of the company, and formed the following opinions:
1. Legal operation of the company
In 2021, the members of the board of supervisors strictly supervised the decision-making procedures of the company and the performance of the directors and senior managers of the company through attending the meetings of the board of directors and the general meeting of shareholders of the company as nonvoting delegates, and supervised the whole process of important matters.
The board of supervisors held that all decisions of the company in 2021 were made in strict accordance with the company law, the securities law and other laws and regulations, as well as the provisions of the CSRC and Shenzhen Stock Exchange, and the board of directors and management seriously implemented the resolutions of the general meeting of shareholders; The company has established a relatively perfect internal control system, and the directors and senior managers do not violate laws and regulations, the articles of association or damage the interests of the company and shareholders in the process of performing their duties.
2. Check the financial situation of the company
During the reporting period, the board of supervisors inspected and supervised the company's financial status, financial management and operating results in 2021 by communicating with the person in charge of finance, consulting the accounting books, reviewing the company's annual report and reviewing the annual audit report issued by the accounting firm. The board of supervisors believes that the company has sound financial system and internal control mechanism, standardized financial operation and good financial condition. The financial report audited by Lixin Certified Public Accountants (special general partnership) truly, accurately and completely reflects the company's financial status, operating results and cash flow, and there are no false records, misleading statements and major omissions. At the same time, according to a series of accounting standards issued and revised by the Ministry of finance this year, the company strictly implements the changed accounting policies and carefully analyzes the impact of the changes of relevant accounting policies involved in the standards on its own financial status and operating results.
3. Use of raised funds
During the reporting period, the board of supervisors supervised the use of the company's raised funds and held that the management, use and operation procedures of the company's raised funds were in line with the measures for the administration of raised funds of listed companies, In strict accordance with the provisions and requirements of the Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 - standardized operation of GEM listed companies, the articles of association and the raised funds management system, the actual use direction of the raised funds is consistent with the promised use direction, and there is no violation of relevant laws and regulations and damage to the interests of the company and all shareholders.
4. External investment of the company
During the reporting period, the company did not make any major foreign investment and did not damage the interests of the company and all shareholders.
5. Acquisition and sale of assets by the company
During the reporting period, the company did not acquire or sell major assets, nor did it damage the interests of the company and all shareholders.
6. External guarantee of the company
On March 30, 2021, the company held the second meeting of the Fourth Board of supervisors, deliberated and passed the proposal on the application of the company and its subsidiaries for credit line and guarantee from the bank in 2021, and agreed to provide a guarantee with a total amount of no more than 17 million yuan for the application of comprehensive credit from the bank by Yueyang Gaolan, a wholly-owned subsidiary, and a guarantee with a total amount of no more than 100 million yuan for the application of comprehensive credit from the bank by Dongguan Sixiang, a holding subsidiary.
After verification, the board of supervisors believes that the financial risk of the company's guarantee for wholly-owned subsidiaries and holding subsidiaries is within the controllable range and will not have an adverse impact on the company's normal operation and business development, which is conducive to accelerating the company's capital turnover, improving the efficiency of capital use and meeting the actual needs of the company's operation and development. The necessary approval procedures have been performed for this guarantee, and there is no situation damaging the interests of the company and shareholders.
7. Related party transactions of the company
During the reporting period, the company did not have any related party transactions, and there was no damage to the interests of the company and all shareholders.
8. Opinions on the internal control of the company
The board of supervisors reviewed the self-evaluation report on internal control in 2021 prepared by the board of directors and the construction and operation of the company's internal control system, and held that the company has established a relatively perfect internal control system, which meets the requirements of relevant national laws and regulations and the needs of the company's actual operation and management, and has been effectively implemented. It ensures the legitimacy, safety and authenticity of the company's operation and management, and ensures the sustainable development of the company. During the reporting period, the company's internal control system was sound and operated effectively without major defects. The self evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system.
9. Establishment and implementation of insider information management system by the company
The board of supervisors of the company checked the establishment and implementation of the insider management system during the reporting period. The board of supervisors believed that the company had established the insider management system in accordance with the requirements of relevant laws and regulations. During the reporting period, the company strictly implemented the insider information confidentiality system and strictly standardized the information transmission process. The directors Supervisors, senior managers and other relevant insiders strictly abide by the insider management system and have not found any insider trading the company's shares with insider information.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors will continue to faithfully perform the duties of the board of supervisors and supervise and inspect the business behavior of the board of directors and senior managers in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, articles of association, rules of procedure of the board of supervisors and other relevant laws, regulations and company systems. At the same time, the board of supervisors will continue to strengthen the implementation of the supervision function, earnestly perform its duties, attend the board of directors, shareholders' meetings and relevant office meetings according to law, timely grasp the legitimacy and compliance of the company's major decision-making matters and various decision-making procedures, promote the improvement of the company's corporate governance structure and the standardized operation of operation and management, enhance the awareness of risk prevention, and effectively safeguard the legitimate rights and interests of the company and shareholders.
Guangzhou Goaland Energy Conservation Tech Co.Ltd(300499) board of supervisors April 20, 2022
