Work report of the board of supervisors in 2021
In 2021, the board of supervisors conscientiously performed the functions and powers conferred by the company law, the securities law and other laws and regulations and the articles of association of the company, conscientiously performed the supervision and inspection functions, and made decisions on the company's financial situation, internal control system construction, major matters and Independent and effective supervision has been carried out on the related party transactions and the compliance of the company's senior managers with disciplines and laws, which provides an important guarantee for the standardized operation and healthy development of the company. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
In 2021, the board of supervisors held eight meetings in total. The details are as follows:
(I) the 12th session of the 4th board of supervisors
On January 4, 2021, the 12th session of the 4th board of supervisors was held by means of communication, and the proposal on jointly increasing capital to leting iron and Steel Co., Ltd. of Hegang with Hebei Iron and steel industry transformation and upgrading fund was considered and adopted.
(II) the 13th session of the 4th board of supervisors
On February 9, 2021, the 13th session of the 4th board of supervisors was held by means of communication, the proposal on changing the company's supervisors was deliberated and adopted, Ma Zhihe was nominated as the candidate for supervisor and submitted to the general meeting of shareholders for election.
(III) the 14th session of the 4th board of supervisors
On March 9, 2021, the 14th session of the 4th board of supervisors was held by means of communication, and the proposal on capital increase to the finance company of Hegang group was deliberated and adopted.
(IV) the 15th session of the 4th board of supervisors
On April 21, 2021, the 15th session of the 4th board of supervisors was held in an on-site manner, and the report of the board of supervisors in 2020, the report of the financial final accounts in 2020, the profit distribution plan in 2020, the annual report and summary in 2020, the self-evaluation report of internal control in 2020, the report of the first quarter of 2021, the proposal on the prediction of daily connected transactions in 2021 were reviewed and approved There are eight proposals, including the proposal on financial business forecast with Hegang group finance company in 2021.
(V) the 16th session of the 4th board of supervisors
On April 29, 2021, the 16th session of the 4th board of supervisors was held by means of communication, and the proposal on carrying out financial leasing business with Hegang leasing company was deliberated and adopted.
(VI) the 17th session of the 4th board of supervisors
On August 19, 2021, the 17th meeting of the 4th session of the board of supervisors was held by means of on-site combined with communication voting. The semi annual report of Hbis Company Limited(000709) 2021 and the proposal on by election of supervisors of the company were reviewed and approved. Zhu Huaming was nominated as the candidate of supervisors of the company and submitted to the general meeting of shareholders for election.
(VII) the 18th session of the 4th board of supervisors
On September 8, 2021, the 18th meeting of the 4th session of the board of supervisors was held by means of communication, the proposal on the election of the chairman of the board of supervisors was deliberated and adopted, and Zhu Huaming was elected as the chairman of the 4th session of the board of supervisors of the company.
(VIII) the 19th session of the 4th board of supervisors
On October 21, 2021, the 19th session of the 4th board of supervisors was held by means of communication, and the report of the third quarter of 2021 was reviewed and adopted.
In addition to convening the meeting of the board of supervisors, the board of supervisors also attended and attended the board of directors and shareholders' meeting of the company as nonvoting delegates, listened to the report of various important proposals of the company, reviewed the legality of the notice, convening and voting procedures of the meeting, and expressed opinions on major matters and decisions such as regular reports, annual profit distribution plans, related party transactions, foreign investment and so on considered by the board of directors of the company, And inspect the implementation of the resolutions of the general meeting of shareholders.
2、 According to the provisions of the CSRC, the board of supervisors expressed the following opinions on the company:
(I) legal operation
During the reporting period, the company continuously improved the corporate governance structure and promoted the standardized operation of the company in strict accordance with the requirements of the company law, the securities law and relevant laws and regulations. The board of supervisors of the company believes that the actual situation of corporate governance is basically consistent with the provisions and requirements of normative documents such as the guidelines for the governance of listed companies and the guidelines for the standardized operation of listed companies on the main board; In 2021, the three sessions of the company operated legally and standardized, the internal control system was established and operated well, the implementation and supervision of key internal control activities were fully and effectively, and all operation and management activities were carried out normally; The directors and senior managers of the company faithfully and diligently perform their duties, and have not found that the directors and senior managers of the company violate laws, regulations, the articles of association or damage the interests of the company when performing their duties.
(II) financial situation of the company
During the reporting period, the board of supervisors conscientiously performed its duty of inspecting the company's financial situation, continuously strengthened supervision and inspection and improved the effectiveness of supervision by inspecting the implementation of various financial and accounting systems in a planned and focused manner, listening to the report on the preparation of regular reports by the company and relevant departments, and carefully reviewing the financial statements provided by the financial department every month. The board of supervisors held that the company's financial report during the reporting period truly and accurately reflected the company's financial situation and operating results, and the audit report issued by ZTE caiguanghua Certified Public Accountants on the company's 2021 financial report was objective and fair.
(III) related party transactions
During the reporting period, the board of supervisors carefully supervised and verified the company's daily related party transactions, financial services with related parties, financial leasing business, joint investment and other related party transactions. The board of supervisors believed that the company's related party transactions strictly implemented the relevant provisions such as the Listing Rules of Shenzhen Stock exchange, the articles of association and the management system of related party transactions, and strictly fulfilled the relevant approval procedures, The pricing of related party transactions is fair and reasonable, and there is no violation of existing effective laws, regulations and normative documents and damage to the interests of the company and shareholders, especially minority shareholders.
(IV) external guarantee
During the reporting period, the board of supervisors checked the external guarantees of the company, and the company did not provide guarantees to companies outside the scope of the consolidated statements in 2021.
(V) opinions on the self-evaluation report of the company's internal control
According to the requirements of the basic norms of enterprise internal control and other relevant documents, the board of supervisors of the company reviewed the self-evaluation report on internal control of the company in 2021 on the basis of a comprehensive and in-depth inspection of the establishment and operation of the company's internal control system. The opinions are as follows:
The company has conscientiously implemented the spirit of the basic norms of enterprise internal control and other documents, followed the basic principles of internal control, and combined with its own actual situation, established an internal control system and internal control organization covering all links of the company. The internal audit department and personnel are fully equipped, ensuring the full and effective implementation and supervision of key internal control activities of the company and the normal operation and management activities of the company. In 2021, the company has established internal control over the businesses and matters included in the evaluation scope, which has been effectively implemented and achieved the company's internal control objectives without major and important defects.
The board of supervisors believes that the self-evaluation report on internal control of the company in 2021 truly, completely and fairly reflects the current situation of the company's internal control.
(VI) establishment and implementation of insider information management system
The board of supervisors held that during the reporting period, the company was able to do a good job in the management of insider information and the registration of insider information in accordance with the requirements of the registration and management system of insider information insiders, strictly control the scope of insider information insiders, timely and accurately record and report the list of insider information of major matters, and it was not found that relevant personnel used insider information to engage in insider trading.
In 2021, the board of supervisors gave better play to the role of internal supervision and balance, and effectively safeguarded the legitimate rights and interests of the company and all shareholders. In 2022, the board of supervisors will continue to do a good job in all aspects of supervision, further improve the effectiveness of supervision, earnestly safeguard the legitimate rights and interests of the company and all shareholders, and play a positive role in the healthy development of the company.
