Zhejiang Tiantie Industry Co.Ltd(300587)
Work report of the board of supervisors in 2021
In strict accordance with the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and other laws, regulations and relevant provisions, the board of supervisors earnestly performed its duties and supervised all aspects of the company's business activities in 2021 from the perspective of earnestly safeguarding the interests of the company and shareholders' rights and interests. The members of the board of supervisors understood the company's production and operation decisions by attending the general meeting of shareholders and the meeting of the board of directors, and supervised the due diligence of the directors and other 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 loyal to their duties, fully implemented all work, and did not have any behavior damaging the interests of the company and shareholders. The work of the board of supervisors in 2021 is reported as follows:
1、 Basic evaluation of the company's operation, management and performance in 2021
In 2021, the board of supervisors earnestly performed its supervisory duties in strict accordance with the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, and in order to effectively safeguard the interests of the company and the rights and interests of minority shareholders. The members of the board of supervisors attended the meetings of the board of directors and the general meeting of shareholders in 2021 as nonvoting delegates, and believed that the board of directors earnestly implemented the resolutions of the general meeting of shareholders, faithfully fulfilled the obligation of good faith, and did not harm the interests of the company and shareholders. All resolutions of the board of directors met the requirements of the company law, the articles of association and other laws and regulations.
In 2021, covid-19 epidemic had a great impact on the operation. Under the leadership of the chairman and general manager, all colleagues cut through thorns and thorns all the way and made innovations steadily. Finally, relying on wisdom and diligence, they exceeded the company's annual operation indicators and achieved very good business performance. The board of supervisors also supervised the company's production and operation activities and believed that the company's management was diligent and responsible, Conscientiously implemented the resolutions of the board of directors.
2、 Work of the board of supervisors in 2021
In 2021, the work of the board of supervisors of the company mainly focused on the daily production and operation of the company. During the reporting period, a total of 10 meetings of the board of supervisors were held. The convening and holding procedures, the qualifications of the attendees, the voting procedures, the voting results and the contents of the resolutions of the meeting were in line with the provisions of laws, regulations and the articles of association. The details are as follows:
The 21st Meeting of the third board of supervisors was held on February 19, 2021, The proposal on the company's compliance with the conditions for issuing shares to specific objects, the proposal on the demonstration and analysis report of the company's stock issuance plan to specific objects, the proposal on the feasibility analysis report of the company's investment projects raised by issuing shares to specific objects, and the proposal on the report on the use of the company's previously raised funds were reviewed and approved Proposal on the impact of diluting the immediate return on the company's main financial indicators, filling measures and relevant commitments by issuing shares to specific objects, proposal on establishing a special account for raising funds by issuing shares to specific objects, proposal on the company's shareholder dividend return planning for the next three years (20212023), proposal on the company's internal control self-evaluation report Proposal on non recurring income statement of the company.
The 22nd Meeting of the third session of the board of supervisors was held on March 31, 2021. The proposal on nominating non employee representative supervisor candidates and the proposal on repurchase and cancellation of some restricted shares were considered and adopted. The 23rd Meeting of the third board of supervisors was held on April 14, 2021, and the proposal on the acquisition of 40% equity and related party transactions of Jiangsu changjili New Energy Technology Co., Ltd. was deliberated and adopted.
The first meeting of the fourth session of the board of supervisors was held on April 16, 2021. The proposal on electing the chairman of the fourth session of the board of supervisors and the proposal on the company's use of some idle raised funds for cash management were deliberated and adopted.
The second meeting of the Fourth Board of supervisors was held on April 26, 2021, The proposal on the work report of the board of supervisors in 2020, the proposal on the annual report of the company in 2020 and its summary, the proposal on the final financial report of the company in 2020, the proposal on the plan for profit distribution and conversion of capital reserve into share capital in 2020 and the proposal on the self-evaluation report on internal control in 2020 were reviewed and approved Proposal on the special report on the deposit and use of the company's raised funds in 2020, proposal on the confirmation of the remuneration of the company's supervisors in 2020, proposal on the change of accounting policies, proposal on the appointment of external audit institutions in 2021, proposal on the company's guarantee to its holding subsidiaries Proposal on the achievement of the first granting of the third restricted period and the reserved granting of the second restricted period in the restricted stock incentive plan in 2017.
The third meeting of the Fourth Board of supervisors was held on April 27, 2021, and the proposal on the company's report for the first quarter of 2021 was considered and adopted.
The fourth meeting of the Fourth Board of supervisors was held on May 26, 2021, and the proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted.
The fifth meeting of the fourth session of the board of supervisors was held on August 26, 2021. The proposal on the company's 2021 semi annual report and its summary and the proposal on the special report on the deposit and use of the company's 2021 semi annual raised funds were considered and adopted.
The sixth meeting of the fourth session of the board of supervisors was held on October 28, 2021. The proposal on the third quarter report of the company in 2021 and the proposal on the cash management of subsidiaries using some idle self owned funds were considered and adopted.
The seventh meeting of the Fourth Board of supervisors was held on December 14, 2021, and the proposal on the company's use of some idle raised funds for cash management was deliberated and adopted.
In addition to the meeting of the board of supervisors, the board of supervisors also attended the relevant decision-making meetings of the company as nonvoting delegates, listened to various important proposals and resolutions of the company, understood the formation process of various important decisions of the company, supervised the implementation of various decisions, mastered the operation of the company, and performed the functions of informed supervision and inspection of the board of supervisors.
3、 Special opinions of the board of supervisors on relevant matters in 2021
1. Legal operation of the company
In 2021, the board of supervisors supervised the operation of the company according to law, attended important meetings such as the board of directors and the general meeting of shareholders, and strictly supervised the company's decision-making procedures and the performance of the members of the board of directors and senior managers.
The board of supervisors believes that the convening and holding of the general meeting of shareholders and the meeting of the board of directors of the company comply with the provisions of the company law, the securities law and other laws and regulations and the articles of association, the decision-making procedures are legal and effective, and the company is not found to have illegal business activities.
During the reporting period, it was not found that the directors and senior managers of the company violated laws, regulations, the articles of association and harmed the interests of the company and shareholders in the performance of their duties.
2. Check the company's financial situation
In 2021, the board of supervisors supervised the company's financial situation, financial management and operation. The board of supervisors believes that the company's financial system is sound and in good financial condition, which can effectively prevent business risks. ZTE caiguanghua Certified Public Accountants (special general partnership) has issued a standard unqualified audit report, which truly, accurately and completely reflects the company's financial situation and operating results.
3. Related party transactions
In 2021, the board of supervisors supervised the company's related party transactions. The board of supervisors believed that both parties to the transaction followed the principle of "fairness and impartiality", the transaction price was fair, and did not harm the interests of the company and other non related party shareholders.
4. External guarantee, equity and asset replacement
In 2021, the company had no illegal external guarantees, no debt restructuring, asset replacement, non monetary transactions, and no other damage to the interests of the company's shareholders or loss of the company's assets.
5. Foreign investment
The board of supervisors verified the foreign investment in 2021. The board of supervisors believed that the acquisition transaction price of the company was reasonable, the transaction behavior followed the principles of voluntariness, rationality, fairness and integrity, the relevant decision-making and approval procedures were legal and compliant, and there was no insider trading, damage to the rights and interests of shareholders or loss of assets of the company.
6. Verification of internal control evaluation report
The board of supervisors checked the company's 2021 internal control evaluation report and the construction and operation of the company's internal control system, and believed that the company's 2021 internal control self evaluation report comprehensively, truly and objectively reflected the construction, operation and supervision of the company's internal control system. During the reporting period, the company's internal control system was standardized, legal and effective.
7. Opinions on the management and use of raised funds
The board of supervisors of the company inspected the management and use of the company's raised funds. The board of supervisors believed that the company had established a management system for raised funds and standardized procedures for the use of funds. During the reporting period, the company has made special account storage and special use of the raised funds. The actual investment projects are consistent with the promised investment projects. There is no disguised change in the purpose of the raised funds and damage to the interests of shareholders, and there is no illegal use of the raised funds.
In 2022, the board of supervisors will continue to strictly implement the relevant provisions of the company law, the articles of association and the rules of procedure of the board of supervisors, faithfully perform the duties of the board of supervisors, and supervise and inspect the business behavior of the board of directors and senior managers according to law. 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 decision-making procedures, further promote the standardized operation of the company, focus on the supervision and inspection of the use of the company's refinancing funds, further enhance the awareness of risk prevention and protect shareholders Rights and interests of the company, employees and other stakeholders.
Zhejiang Tiantie Industry Co.Ltd(300587) board of supervisors April 22, 2022
