Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Guoanda Co.Ltd(300902) (hereinafter referred to as “the company”) acted in accordance with the company law, the securities law, the guidelines for self discipline supervision of companies listed on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association and rules of procedure of the board of supervisors, and with the attitude of being responsible to all shareholders, in order to effectively safeguard the interests of the company and shareholders, Conscientiously performed the functions of the board of supervisors, independently exercised its functions and powers according to law, and attended the board of directors and the general meeting of shareholders as nonvoting delegates. The board of supervisors believes that the members of the board of directors and senior managers of the company are loyal to their duties and have not committed any illegal operation or damage to shareholders’ rights and interests in 2021. The main work of the board of supervisors in 2021 is reported as follows: I. work of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company held 7 meetings, which were in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors. The details are as follows:
No. holding time: proposal considered and adopted at the session of the meeting
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on the full text and summary of the company’s 2020 Annual Report
3. Proposal on the company’s 2020 financial final accounts report
4. Proposal on the company’s 2020 profit distribution plan
The third board of supervisors in March 2021
1 5. Proposal on the self-evaluation report of the company’s internal control in 2020, the fifth meeting on June 20
6. Proposal on the special report on the deposit and use of the company’s raised funds in 2020
7. Proposal on reappointment of the company’s audit institution in 2021
8. Proposal on leasing real estate and related party transactions
The third board of supervisors in April 2021
2 1. Proposal on changing the implementation subject of some raised investment projects
6th meeting 14 June
The third board of supervisors in April 2021
3.1. Proposal on the first quarter report of 2021
7th meeting 26 June
4. The third session of the board of supervisors in August 2021 1 1. Proposal on the company’s 2021 semi annual report and summary
The 8th meeting on June 25th 2. Proposal on the company’s special report on the deposit and use of raised funds in the half year of 2021
3. Proposal on changing the purpose of some raised funds
4. Proposal on the extension of some investment projects with raised funds
1. Proposal on the third quarter report of 2021
2. Proposal on using part of idle raised funds for cash management 3. Proposal on using part of idle self owned funds for cash management 4. Proposal on the company and its wholly-owned subsidiaries applying for comprehensive credit line to Industrial Bank Co.Ltd(601166) the third session of the board of supervisors in October 2021
5. Proposal on free guarantee and related party transaction provided by the controlling shareholder
9th meeting 26 June
5. Proposal on mutual guarantee of the company and its wholly-owned subsidiaries applying to Industrial Bank Co.Ltd(601166) for comprehensive credit line
6. Proposal on Amending the rules of procedure of the board of supervisors
7. Proposal on by election of non employee representative supervisors
1. Proposal on Guoanda Co.Ltd(300902) 2021 restricted stock incentive plan (Draft) and its summary
The third session of the board of supervisors in November 2021 2. About Guoanda Co.Ltd(300902) 2021 restricted stock incentive plan 6
Proposal on the implementation of assessment management measures at the 10th meeting on June 19
3. Proposal on verifying the list of incentive objects of Guoanda Co.Ltd(300902) 2021 restricted stock incentive plan
1. The third session of the board of supervisors in December 2021
Case 7
11th meeting 7 July
2. Proposal on granting restricted shares to incentive objects for the first time
2、 Verification opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, in strict accordance with relevant laws, regulations and the articles of association, the board of supervisors carefully supervised and inspected the company’s legal operation, financial situation, related party transactions, external guarantees, raised funds and other matters. According to the inspection results, the board of supervisors issued the following independent opinions on the company’s relevant situation during the reporting period: (I) the company’s legal operation
During the reporting period, the board of supervisors supervised and inspected the company’s decision-making procedures, the establishment and implementation of internal control system and the performance of directors and senior managers in 2021.
The board of supervisors believes that the operation of the board of directors of the company is standardized, the decision-making is reasonable, the procedure is legal, the resolutions of the general meeting of shareholders are carefully implemented, the integrity obligation is faithfully fulfilled, and the company has established a relatively perfect internal control system. The directors and senior managers of the company are diligent in performing their duties and have not found any acts in violation of laws, regulations, the articles of association or damaging the interests of the company.
(II) financial situation of the company
During the reporting period, the board of supervisors checked the financial situation and operating results of the company in 2021. The board of supervisors held that during the reporting period, the company’s financial system was sound and the financial operation was standardized, the preparation of the company’s financial statements complied with the accounting standards for business enterprises and other relevant provisions, and the financial report of the company in 2021 truly, accurately and completely reflected the financial situation and operating results of the company, without false records Misleading statements or material omissions.
(III) related party transactions of the company
During the reporting period, the board of supervisors checked the related party transactions of the company in 2021. The board of supervisors believed that the company did not manipulate the company’s profits through related party transactions in 2021, nor did it damage the interests of the company and its shareholders, especially small and medium-sized shareholders.
(IV) external guarantee of the company
During the reporting period, the board of supervisors checked the company’s guarantee in 2021: there were no other external guarantees except that the company provided guarantees for subsidiaries and subsidiaries provided guarantees for the company. The board of supervisors believes that the mutual guarantee provided by the company and its subsidiaries is a reasonable need for normal production and operation, the decision-making process is legal, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders.
(V) use of funds raised by the company
During the reporting period, the board of supervisors checked the use and management of the company’s raised funds in 2021. The board of supervisors believes that the management, use and operation procedures of the company’s raised funds comply with the relevant rules such as the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and the provisions of the company’s raised funds management system, the actual use of raised funds is legal and compliant, and no violations of laws, regulations and acts detrimental to the interests of shareholders are found.
(VI) opinions on the self-evaluation report of the company’s internal control
The board of supervisors carefully reviewed the company’s self-evaluation report on internal control in 2021. The board of supervisors believed that the company had established a relatively perfect corporate governance structure, internal control system and internal control environment for standardized operation; The establishment of the company’s internal control system has played a good role in risk prevention and control in all links of the company’s operation and management, and ensured the authenticity and integrity of financial reports and relevant information. The self evaluation report on internal control in 2021 comprehensively, truly and objectively reflects the construction and operation of the company’s internal control system.
3、 Work plan of the board of supervisors in 2022
In 2022, the board of supervisors of the company will continue to conscientiously perform the supervision function around the company’s operation and management in strict accordance with the company law, the securities law and other laws and regulations and the articles of association, strengthen the supervision and inspection of major investment, raised fund management, internal control, company financial affairs and other matters, be faithful, diligent and responsible, ensure the effective implementation of the company’s internal control system and relevant measures, and prevent and reduce the company’s risks, Promote the sustainable and healthy development of the company and earnestly safeguard the legitimate rights and interests of the company and shareholders.
Guoanda Co.Ltd(300902) board of supervisors April 21, 2022
