Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company in accordance with the company law, securities law and Shenzhen Stock Exchange
Stock listing rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – listing on the main board
Laws, regulations and normative documents such as “standardized operation of the company”, as well as the articles of association and rules of procedure of the board of supervisors
And other relevant provisions of the company’s system, in the attitude of being responsible to the company and all shareholders, be diligent and responsible to the company
Business management activities, financial status, internal control management, related party transactions, performance of directors and senior managers
Supervise the legality and compliance of such matters, effectively give play to the functions of the board of supervisors, and effectively safeguard the company and
The legitimate rights and interests of all shareholders ensure the standardized operation of the company.
The main work of the board of supervisors in 2021 is reported as follows:
1、 Basic evaluation of the company’s operation and management in 2021
In 2021, all supervisors earnestly performed their supervisory duties and attended the shareholders’ meetings held in 2021
The general meeting and the meeting of the board of directors reviewed all the resolutions of the board of directors in 2021 and considered that the board of directors of the company earnestly implemented them
All resolutions of the general meeting of shareholders have been adopted, and the directors have been diligent and responsible, without any behavior damaging the interests of the company and shareholders
The resolutions of the board of directors meet the requirements of the company law and other laws and regulations and the articles of association.
The board of supervisors supervised the production and operation activities of the company in 2021 and believed that the management of the company was diligent
Responsibility, conscientiously implemented the resolutions of the general meeting of shareholders and the board of directors, and no illegal operation was found in the operation.
2、 Meetings of the board of supervisors in 2021
During the reporting period, the board of supervisors earnestly carried out all work and paid close attention to the implementation of all work. In 2021,
The company has held 8 meetings of the board of supervisors, and the convening and convening procedures of the meetings comply with the company law and the company law
The articles of association, rules of procedure of the board of supervisors and other relevant provisions are as follows:
No. meeting session date meeting proposal
1. Proposal on the work report of the board of supervisors in 2020
2. Proposal on the full text and summary of the 2020 Annual Report
3. Proposal on 2020 financial final accounts report
1. The 4th board of supervisors on April 28, 2021 4. Proposal on profit distribution plan in 2020
The 21st meeting 5. Proposal on the confirmation of the remuneration of supervisors in 2020 and the remuneration scheme of supervisors in 2021
6. Proposal on self evaluation report on internal control in 2020 7. Proposal on daily related party transactions of expected subsidiaries in 2021
8. Proposal on using idle self owned funds for cash management
9. Proposal on withdrawing provision for asset impairment
10. Deliberating the proposal on the general election of the board of supervisors one by one
(1) Nominate Mr. Zhao Zhongwu as the candidate of non employee representative supervisor of the Fifth Board of supervisors of the company
(2) Nominate Mr. Liu Gangqiao as the candidate of non employee representative supervisor of the 5th board of supervisors of the company
2. On April 29, 2021 of the 4th board of supervisors 1. Proposal on the first quarter report of 2021
22nd meeting 2. Proposal on withdrawing provision for asset impairment
The fourth session of the board of supervisors
On May 8, 2021 at the 23rd interim meeting, 1. Proposal on making up losses up to one-third of the total paid in share capital
4 May 21, 2021 of the 5th board of supervisors 1. Proposal on the election of the chairman of the 5th board of supervisors of the company
An interim meeting
5. August 27, 2021 of the 5th board of supervisors 1. Suzhou Chunxing Precision Mechanical Co.Ltd(002547) 2021 semi annual report and summary of its second meeting
6. The 3rd meeting of the 5th board of supervisors on October 29th, 2021 and the third quarter report of Suzhou Chunxing Precision Mechanical Co.Ltd(002547) 2021
7. On December 3, 2021 of the 5th board of supervisors 1. Proposal on the appointment of the company’s audit institution in 2021
Four interim meetings
8. Proposal on adjusting the payment period of equity transfer fee on December 12, 2021 of the 5th board of supervisors
Five interim meetings
3、 Audit opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, the board of supervisors in accordance with the company law, the articles of association and the rules of procedure of the board of supervisors
And other functions and powers conferred by the company on the standardized operation, financial status, internal control, related party transactions, foreign investment
Supervise and verify the construction and implementation of external guarantee and insider information management system, and
The following verification opinions are issued:
1. Supervise the standardized operation of the company
In 2021, the board of supervisors attended the relevant board of directors and general meeting of shareholders of the company as nonvoting delegates according to law, and submitted to the board of directors
There is no objection to the contents of all reports and proposals considered by the general meeting of shareholders.
Through the supervision of corporate governance
The board of directors held that the operation of the general meeting of shareholders, the board of directors and the management of the company was standardized, and all decision-making procedures were legal
Compliance; The company’s internal control system is sound and operates effectively; The directors and senior managers of the company fail to perform their duties
In violation of relevant laws, departmental rules, normative documents and the articles of association, there is no damage to the public
The behavior of the company’s interests.
2. Check the company’s financial situation
In 2021, the board of supervisors carefully supervised the company’s financial situation and financial management
Through inspection and review, it is believed that the annual report 2021 prepared by the board of directors of the company is true, objective and complete
Reflecting the company’s financial situation and operating results; There is no objection to the unqualified audit report with emphasis issued by Suya Jincheng Certified Public Accountants (special general partnership).
3. Opinions on the self-evaluation report of the company’s internal control in 2021
The board of supervisors reviewed the self-evaluation report of the board of directors on the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and believed that the self-evaluation report of the company’s internal control in 2021 comprehensively, truly and objectively reflected the construction, operation and supervision of the company’s internal control system. There is no objection to the internal control assurance report issued by Suya Jincheng Certified Public Accountants (special general partnership) with unqualified opinions on highlighted items.
4. Check the related party transactions of the company
In 2021, the board of supervisors checked the related party transactions of the company. It is believed that both parties to the transaction have followed the principle of “fairness and impartiality”, and the transaction price is fair without harming the interests of the company and other non related party shareholders.
5. Verification of foreign investment
The board of supervisors supervised the company’s foreign investment and believed that the company’s foreign investment during the reporting period met the company’s strategic planning and business needs, performed the corresponding approval procedures in accordance with relevant laws and regulations, and there was no illegal foreign investment, which was in line with the long-term interests of the company and all shareholders as a whole.
6. Check the external guarantee of the company
In 2021, the board of supervisors checked the external guarantees of the company. It is considered that the company mainly provides guarantee for subsidiaries within the scope of consolidated statements, the financial risk is controllable, and the guarantee object is in normal operation and has actual solvency, which will not damage the interests of the company.
As for the guarantee provided by the company and its subsidiaries to the joint-stock subsidiary zhongxinchunxing new energy power (Suzhou) Co., Ltd., it is to support the development of the subsidiary and meet its normal production and operation capital needs, and zhongxinchunxing new energy will also provide equivalent counter guarantee for the company and Yangfeng technology, which is in line with the overall interests of the company. In this guarantee, all shareholders of xinchunxing new energy provide corresponding guarantees according to the shareholding ratio, and the guarantee behavior is fair and equal. The guarantee provided by the company and its subsidiaries to its subsidiaries this time complies with relevant regulations, and the decision-making procedure is legal and compliant. The counter guarantee provided by the company for Xianyou Xiancai state owned assets investment and Operation Co., Ltd. is to solve the debt problem caused by China Securities Co.Ltd(601066) requiring the company to buy back the property share of Strait Yuansheng private equity fund in advance; The essence of the guarantee is that Xianyou Guocai provided credit enhancement services for the company and yuanshengzhihui to buy back and lease back the plant of yuanshengzhihui Industrial Park, and the company made counter guarantee accordingly. This guarantee is in line with the overall interests of the company, and the decision-making procedure is legal and compliant.
7. Establishment and implementation of insider information management system by the company
In accordance with the requirements of the management system for insiders of inside information and the management system for users of external information, the company can standardize the information transmission process, do a good job in the management of inside information and the registration of insiders of inside information, and truthfully and completely record the list of insiders of inside information in all links such as reporting, transmission, preparation, review and disclosure of inside information before public disclosure, Effectively prevent the occurrence of violations such as abuse of the right to know, disclosure of inside information and insider trading by insiders, and protect the legitimate rights and interests of investors. 8. Implementation of the company’s information disclosure management system
In accordance with the securities law, the company law, the stock listing rules, the measures for the administration of information disclosure of listed companies and other relevant laws, regulations, rules and regulations, the company has formulated the information disclosure management system, the investigation system for major errors in annual report information disclosure and other systems related to information disclosure affairs, and can do a good job in information disclosure in accordance with the system requirements to ensure the authenticity, accuracy and accuracy of the company’s information disclosure Integrity, timeliness and fairness have protected the legitimate rights and interests of investors.
4、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors will strictly implement the relevant provisions of the company law and the articles of association, supervise the board of directors and senior managers according to law, and urge the company to further improve the corporate governance structure and improve the governance level in accordance with the requirements of the modern enterprise system. At the same time, the board of supervisors will continue to strengthen the implementation of supervision functions, earnestly perform their duties, attend the board of directors of the company as nonvoting delegates according to law, timely grasp the major decision-making matters of the company and ensure the legitimacy of various decision-making procedures, so as to better safeguard the rights and interests of shareholders.
The main work plans of the board of supervisors in 2022 are as follows:
1. In strict accordance with the requirements of the company law, the articles of association and the rules of procedure of the board of supervisors, continue to faithfully and diligently perform their duties, carry out the daily discussion activities of the board of supervisors, do a good job in the deliberation of various proposals, continue to supervise the company’s production and operation and asset management, prevent business risks, and promote the standardized operation of the company’s operation and management.
2. Strengthen the supervision of the company’s regular reports, related party transactions, foreign investment, foreign guarantee and other major matters, promote the improvement of the company’s operation and management efficiency, ensure the legality and compliance of the company’s business activities, and earnestly safeguard the interests of the company and all shareholders.
3. Enrich their own knowledge reserves, carefully study relevant laws and regulations, be familiar with professional knowledge such as finance, audit and internal control, keep up with the pace of development of the company, and urge the company to continuously improve the governance structure and establish a long-term mechanism for standardized governance of the company in accordance with the requirements of the regulatory authorities.
Suzhou Chunxing Precision Mechanical Co.Ltd(002547) board of supervisors
April 26, 2002
