Yonker Environmental Protection Co.Ltd(300187)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Yonker Environmental Protection Co.Ltd(300187) (hereinafter referred to as the “company”) in accordance with the provisions and requirements of laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and the Yonker Environmental Protection Co.Ltd(300187) articles of Association (hereinafter referred to as the “articles of association”), Starting from safeguarding the legitimate rights and interests of the company and all shareholders, in line with the working attitude of conscientiousness and diligence, independently exercise their functions and powers according to law, actively and effectively carry out work, supervise the company’s production and operation, financial status, decision-making on major matters and the performance of senior managers, so as to ensure the standardized operation of the company. The main work of the board of supervisors in this year and the work plan for 2022 are reported as follows: I. work of the board of supervisors in 2021
(I) during the reporting period, the board of supervisors of the company held 6 meetings, which deliberated and approved the proposal on 2020 annual report and summary, the proposal on the company’s shareholder return plan for the next three years (20212023), the proposal on granting restricted shares to incentive objects for the first time, and disclosed the information to the public. The specific contents are as follows:
Meeting time meeting name consideration
1. Proposal on the company meeting the conditions for issuing shares to specific objects
2. Proposal on the company’s plan to issue shares to specific objects
3. Proposal on the company’s stock issuance plan to specific objects
4. Proposal on the feasibility analysis report on the use of funds raised by the company issuing shares to specific objects
The third meeting of the Fifth Board of supervisors on January 22, 2021 5. Proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects
6. Proposal on the need for the company to prepare the report on the use of the funds raised in the previous time
7. Proposal on diluting the immediate return by issuing shares to specific objects, taking filling measures and commitments of relevant subjects
8. Proposal on shareholder return planning of the company in the next three years (20212023)
The fourth meeting of the 5th board of supervisors on April 26, 2021 1 1. Full text and summary of 2020 Annual Report
2. Work report of the board of supervisors in 2020
3. Financial statement report of 2020
4. 2020 profit distribution plan
5. Proposal on hiring an audit institution in 2021 6. Self evaluation report on internal control in 2020 7. Proposal on predicting daily connected transactions in 2021
8. Full text of the first quarter report of 2021
Proposal on terminating the issuance of shares to specific objects at the fifth meeting of the Fifth Board of supervisors on July 9, 2021
1. Full text and summary of 2021 semi annual report
The 6th meeting of the 5th board of supervisors on August 25, 2021 2. Proposal on providing guarantee for subsidiaries to apply for loans from banks
1. Proposal on 3 China Merchants Port Group Co.Ltd(001872) 021 restricted stock incentive plan (Draft) and its summary
The first 2 of the Fifth Board of supervisors in 2021. Proposal on the interim meeting of the administrative measures for the implementation and assessment of restricted stock incentive plan on September 29, 2021 3 China Merchants Port Group Co.Ltd(001872) 021
3. Proposal on verifying the list of incentive objects first granted under the restricted stock incentive plan in 3 China Merchants Port Group Co.Ltd(001872) 021
1. Proposal on the third quarter report of 2021, the seventh meeting of the Fifth Board of supervisors on October 26, 2021 2, proposal on granting restricted shares to incentive objects for the first time
During the reporting period, the convening, convening and decision-making procedures of the meeting of the board of supervisors of the company complied with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents, and there was no veto of the proposal.
(II) in 2021, the board of supervisors of the company earnestly performed its supervision duties in strict accordance with the articles of association, rules of procedure of the board of supervisors and other relevant requirements, and attended all meetings of the board of directors and general meetings of shareholders (including extraordinary general meetings of shareholders) in 2021, and believed that:
The board of directors earnestly implemented the resolutions of the general meeting of shareholders and faithfully fulfilled the obligation of good faith. All resolutions of the board of directors met the requirements of laws and regulations such as the company law and the articles of association. The board of directors carefully inspected the operation activities of the company or the internal control activities of the company, and the supervisors found that the operation activities of the company were in violation of the company’s interests, and the board of directors did not exercise due diligence in the implementation of the resolutions of the board of directors.
2、 Supervision opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the board of supervisors of the company supervised and inspected the company’s legal operation, financial status, related party transactions, external guarantee, internal control and other aspects in accordance with the provisions and requirements of relevant laws, regulations and normative documents. Specific opinions on relevant matters are as follows:
(I) opinions on the legal operation of the company
After verification, the board of supervisors believes that: the company has established a sound internal control system, the company’s general meeting of shareholders, the board of directors and corporate governance operation norms, all decision-making procedures are legal and compliant, and the company’s directors and senior managers have no violations of relevant regulations in the process of performing their duties, and there are no acts damaging the interests of the company and shareholders.
(II) opinions on checking the financial situation of the company
The board of supervisors of the company supervised, inspected and reviewed the financial status, financial management and financial results of the company in 2021.
The board of supervisors believes that the company has sound financial system and standardized financial operation. The company’s 2021 financial report truly and fairly reflects the company’s financial position and operating results in 2021.
(III) opinions on related party transactions of the company
The board of supervisors of the company carefully reviewed the related party transactions of the company in 2021.
The board of supervisors held that: the related party transactions of the company have fulfilled the relevant approval and disclosure procedures, the voting procedures of the transactions comply with the relevant laws, regulations, normative documents and the articles of association, the transaction price is fair, and there is no behavior damaging the interests of the company and all shareholders.
(IV) opinions on external guarantee of the company
During the reporting period, the company provided no external guarantee except for the guarantee for the loan applied by the wholly-owned subsidiary Gansu Hexi Environmental Protection Technology Co., Ltd. to the bank. Meanwhile, during the reporting period, the controlling shareholder Hunan Yongqing Environmental Technology Industry Group Co., Ltd. provided guarantees for the company’s application for comprehensive credit from the bank, reflecting the controlling shareholder’s support for the company’s business development. All guarantee matters of the company strictly comply with relevant procedures, and there is no relevant guarantee that damages the interests of the company.
(V) equity incentive plan
1. The board of supervisors checked whether the conditions for the first grant of the company’s 2021 restricted stock incentive plan (hereinafter referred to as “this incentive plan”) had been met and held that:
The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures for equity incentive of listed companies (hereinafter referred to as the “administrative measures”) and other laws, administrative regulations and normative documents, and the company has the subject qualification to implement the equity incentive plan; The incentive objects granted for the first time in this incentive plan have the qualifications specified in the company law and other laws, regulations and normative documents, meet the incentive object conditions specified in the administrative measures and the GEM Listing Rules of Shenzhen Stock Exchange, and meet the scope of incentive objects specified in the company’s 2021 restricted stock incentive plan (Draft) and its summary, As the subject qualification of the incentive object first granted by the company’s restricted stock incentive plan in 2021, it is legal and effective.
2. The board of supervisors of the company checked the first grant date of the incentive plan and found that the first grant date of the incentive plan determined by the company was in line with the relevant provisions on the grant date in the administrative measures and the company’s restricted stock incentive plan for 2021 (Draft) and its summary.
Therefore, the board of supervisors agreed that the first grant date of the company’s incentive plan was October 26, 2021, and agreed to grant 7.6 million restricted shares to 41 incentive objects at the grant price of 3.65 yuan / share. (VI) review the periodic reports prepared by the board of directors and put forward written review opinions
The board of supervisors believes that the procedures of the annual report 2020, the first quarter report 2021, the semi annual report 2021 and the third quarter report 2021 prepared and reviewed by the board of directors comply with laws and regulations and the provisions of the CSRC. The contents of the report truly, accurately and comprehensively reflect the actual situation of the company, and there are no false records, misleading statements or major omissions.
(VII) information disclosure management
After verification, the board of supervisors believes that:
In 2021, the company performed the obligation of information disclosure in a timely, accurate and complete manner in strict accordance with the requirements, without false records, misleading statements or major omissions, strictly complied with the relevant provisions of insider information management, and there were no violations such as insider trading, which effectively protected the rights and interests of the company and all shareholders.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the members of the board of supervisors will closely focus on the established strategic policies of the company, strictly abide by the responsibilities entrusted to the board of supervisors by national laws and regulations and the articles of association, scrupulously perform their duties, further promote the standardized operation of the company, give full play to the role of the board of supervisors in the corporate governance structure, and effectively safeguard the interests of the company and shareholders. The main work plans are as follows:
(I) strengthen the self construction of the board of supervisors and
