Jiangxi Haiyuan composite material technology Co., Ltd
Work report of the board of supervisors in 2021
1、 Work of the board of supervisors
During the reporting period, the board of supervisors of the company earnestly performed its duties and scrupulously performed its duties, which provided a strong guarantee for the standardized operation of the company. During the reporting period, the board of supervisors held 8 meetings, as follows:
1. The 7th Meeting of the 5th board of supervisors
On January 8, 2021, the company held the 7th Meeting of the 5th board of supervisors by means of communication, and deliberated and adopted the following proposal: proposal on changing the accounting firm.
2. The 8th meeting of the 5th board of supervisors
On March 23, 2021, the company held the 8th meeting of the 5th board of supervisors by means of communication, and deliberated and passed the following proposals: the proposal on the company's compliance with the conditions for non-public development of shares, the proposal on the company's non-public development of shares in 2021, the proposal on the company's non-public issuance of A-Shares in 2021, and the proposal on related party transactions involving non-public development of shares The proposal on signing the conditional effective share subscription contract with specific investors, the proposal on the company's introduction of strategic investors and signing the conditional effective strategic cooperation agreement, the proposal on the feasibility analysis report on the use of funds raised by the company's non-public offering of shares, the proposal on Revising the management measures for the use of raised funds The proposal on the report on the use of the previously raised funds, the proposal on the company's non-public Development Bank's diluted immediate return and filling measures, the proposal on the commitment of controlling shareholders, actual controllers, directors and senior managers to take filling measures for the diluted immediate return of non-public offering of shares, and the proposal on the shareholder dividend return plan (20212023).
3. The 9th meeting of the 5th board of supervisors
On April 27, 2021, the company held the 9th meeting of the 5th board of supervisors by means of communication, deliberated and adopted the following proposals: proposal on the work report of the board of supervisors in 2020, proposal on the financial final account report in 2020, proposal on the self-evaluation report of internal control in 2020, proposal on the annual report and summary in 2020 The proposal on the financing of the company and its wholly-owned subsidiaries to relevant financial institutions from 2021 to the first half of 2022, the proposal on the guarantee provided by the company to its wholly-owned subsidiaries and customers using the buyer's credit settlement method from 2021 to the first half of 2022, the proposal on the special report on the capital transactions of related parties in 2020, the proposal on the 2020 annual salary assessment scheme of the company's management team Proposal on 2020 profit distribution plan, proposal on re employment of the company's audit institution in 2021, proposal on the text and full text of the first quarter report in 2021.
4. The 10th meeting of the 5th board of supervisors
On May 25, 2021, the company held the 10th meeting of the 5th board of supervisors by means of communication, deliberated and adopted the following proposals: proposal on the company's 2021 plan for non-public development of A-Shares (Revised Version), proposal on diluting the immediate return of non-public offering of shares, the company's taking filling measures and commitments of relevant subjects (Revised Version) Proposal on leasing real estate and related party transactions by wholly-owned subsidiaries and proposal on signing trademark use license agreement and related party transactions by wholly-owned subsidiaries.
5. The 11th meeting of the 5th board of supervisors
On August 26, 2021, the company held the 11th meeting of the 5th board of supervisors by means of communication, deliberated and adopted the following proposals: proposal on the full text and summary of the 2021 semi annual report and proposal on the change of the company's accounting policies.
6. The 12th meeting of the 5th board of supervisors
On October 11, 2021, the company held the 12th meeting of the 5th board of supervisors by means of communication, deliberated and adopted the proposal on the proposed change of the company's name, registered address and amendment of the articles of association.
7. The 13th meeting of the 5th board of supervisors
On October 28, 2021, the company held the 13th meeting of the 5th board of supervisors by means of communication, deliberated and adopted the proposal on the third quarter report of 2021.
8. The 14th meeting of the 5th board of supervisors
On December 15, 2021, the company held the 14th meeting of the 5th board of supervisors by means of communication, deliberated and adopted the proposal on the transfer of equity of participating companies. 2、 Independent opinions of the board of supervisors on relevant matters in 2021
During the reporting period, the board of supervisors of the company conducted a series of supervision and audit activities on the standardized operation, financial status, external guarantee, external investment and other relevant aspects of the company in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the articles of Association and other relevant provisions. After careful study, the board of supervisors of the company has formed the following independent opinions:
(I) legal operation of the company
In accordance with the company law and other relevant laws and regulations, the articles of association and the rules of procedure of the board of supervisors, the board of supervisors earnestly performed its duties, attended all previous general meetings of shareholders and the board of directors as nonvoting delegates, and supervised the legal operation of the company in 2021, such as the convening, convening, voting procedures and resolutions of the meeting, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the performance of duties by senior managers.
The board of supervisors believes that the board of directors can operate in strict accordance with the provisions of the company law and the articles of association, make reasonable decisions, be diligent and conscientious, and earnestly implement the resolutions of the general meeting of shareholders; The company has established a relatively perfect internal control system, which can operate in accordance with relevant laws and regulations and internal control system; When performing their duties, the directors and senior managers of the company have not violated laws, regulations, the articles of association or damaged the interests of the company.
(II) check the financial situation of the company
The board of supervisors supervised and inspected the financial situation and financial management of the company in 2021, and made a careful and detailed audit. The board of supervisors of the company believes that the company has a sound financial system, standardized financial operation and good financial situation. The annual report of 2021 prepared by the board of directors and the standard unqualified audit report issued by Sigmar Certified Public Accountants (special general partnership) truly and fairly reflect the financial status and operating results of the company in 2021.
(III) acquisition and sale of assets by the company
The board of supervisors carefully supervised, inspected and reviewed the process and results of the company's acquisition and sale of assets during the reporting period. The board of supervisors of the company held that the transfer of shares of Fujian Yiante new building materials Co., Ltd. held by Fujian Haiyuan New Material Technology Co., Ltd., a wholly-owned subsidiary of the company, is conducive to the integration and optimization of existing resources, improve the overall operating efficiency of the company, and does not harm the company and shareholders, Especially the interests of minority shareholders.
(IV) related party transactions
The board of supervisors has effectively supervised the related party transactions of the company in 2021. The board of supervisors of the company believes that:
1. Xinyu Saiwei Power Technology Co., Ltd., a wholly-owned subsidiary of the company, signed the lease contract and trademark use license agreement with Jiangxi Saiwei LDK Cecep Solar Energy Co.Ltd(000591) High Tech Co., Ltd. in accordance with the principles of openness, fairness, impartiality and voluntariness, which does not harm the interests of the company and small and medium-sized investors and will not affect the independence of the company.
2. The related party transactions of the company in 2021 meet the actual needs of the company, and the decision-making procedures comply with relevant laws, regulations, the articles of association and other relevant provisions, which will not affect the company's sustainable operation ability and independence, nor damage the legitimate rights and interests of the company's shareholders, especially the small and medium-sized shareholders. The implementation of related party transactions will not have an adverse impact on the company.
(V) external guarantee
In 2021, the company conscientiously implemented relevant regulations, and there was no illegal external guarantee.
(VI) opinions on the self-evaluation report of internal control
The company has established a relatively perfect internal control system and can effectively implement it. The self-evaluation report of the company's internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system, and there are no major defects.
In 2022, the board of supervisors of the company will continue to strictly comply with the responsibilities entrusted to the board of supervisors by national laws and regulations, the articles of association and the rules of procedure of the board of supervisors, supervise and urge the management of the company to standardize the operation and further improve the corporate governance. Safeguard the interests of all shareholders and the company and promote the sustainable development of the company.
Board of supervisors of Jiangxi Haiyuan composite material technology Co., Ltd
April 26, 2022
