Modern Avenue Group Co.Ltd(002656)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors strictly complied 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, abided by the principle of good faith, conscientiously performed its supervisory duties, and understood and mastered the company's business decisions, investment plans, production and operation through attending and attending the board of directors, the general meeting of shareholders and the company's decision-making meetings The general manager and other senior managers supervised the performance of their duties and safeguarded the interests of the company and the legitimate rights and interests of all shareholders.
1、 Daily work of the board of supervisors
In 2021, the board of supervisors of the company conscientiously fulfilled the requirements of the company law, the securities law and other laws and regulations and the articles of association, exercised its functions and powers independently according to law, ensured the normal operation of the company and safeguarded the interests of shareholders, especially small and medium-sized shareholders. During the reporting period, the company held five meetings of the board of supervisors. The specific contents are as follows: 1. The company held the first meeting of the Fifth Board of supervisors on January 18, 2021. The meeting deliberated and adopted the proposal on electing the chairman of the Fifth Board of supervisors of the company. The announcement of the resolution of the board of supervisors was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo website (www.cn. Info. Com. CN.) on January 20, 2021 On;
2. The company held the second meeting of the 5th board of supervisors on April 15, 2021, which deliberated and adopted the proposal on the work report of the board of supervisors in 2020, the proposal on the full text and summary of the company's 2020 annual report, the proposal on the company's 2020 annual financial final report, the proposal on the company's 2020 annual profit distribution plan, the proposal on the company's 2020 annual profit distribution plan The proposal on the application of comprehensive credit line and mutual guarantee by the company and its subordinate holding companies, the proposal on Authorizing the company and its subordinate holding companies to use their own funds to entrust financial management, and the proposal on Authorizing the company and its subordinate holding companies to use their own funds to invest in securities Proposal on "special explanation on the occupation of funds of listed companies by controlling shareholders and other related parties", "special explanation on the occupation and repayment of non operating funds of related parties and the cancellation of illegal guarantees", "proposal on the prediction of daily connected transactions in 2021", "proposal on the change of accounting policies", "proposal on the renewal of the company's audit institution in 2020" Proposal on the rules of procedure of the board of supervisors and proposal on the full text and text of the company's 2020 annual report. The announcement of the resolution of the board of supervisors was published in the securities times, China Securities News, securities daily and cninfo website (www.cn. Info. Com. CN.) on April 16, 2021 On;
3. The company held the third meeting of the Fifth Board of supervisors on April 29, 2021, at which the proposal on the full text and text of the company's report for the first quarter of 2021 was deliberated and adopted. The announcement of the resolution of the board of supervisors was published in the securities times, China Securities News, securities daily and cninfo website (www.cn. Info. Com. CN.) on April 30, 2021 On;
4. The company held the fourth meeting of the Fifth Board of supervisors on August 26, 2021, at which the proposal on the full text and summary of the 2021 semi annual report was deliberated and adopted.
5. The company held the fifth meeting of the Fifth Board of supervisors on October 26, 2021, at which the proposal on the full text and text of the third quarter report of 2021 was deliberated and adopted.
2、 Opinions of the board of supervisors on the following matters
(I) legal operation of the company
In accordance with the requirements of the company law, securities law and other laws and regulations and the articles of association, the board of supervisors held seven meetings, attended all the meetings of the board of directors during the reporting period, participated in the first extraordinary general meeting of shareholders in 2021, the second extraordinary general meeting of shareholders in 2021, the annual general meeting of shareholders in 2020, the third extraordinary general meeting of shareholders in 2021, and supervised the operation of the company. It is considered that in 2021, All major decision-making procedures of the company are operated in strict accordance with the company law, securities law and other laws and regulations and the requirements of the articles of association, and a relatively perfect internal control system has been established, with timely and accurate information disclosure. When performing their duties, the directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company and shareholders.
(II) check the financial situation of the company
The board of supervisors carefully and carefully inspected and reviewed the company's financial status and financial management in 2021. The inspection found that the company's financial system was sound, the operation was standardized, and the implementation of accounting law, accounting standards for business enterprises and other laws and regulations was good. The financial report during the reporting period truly and accurately reflects the financial situation and operating results of the company.
However, Nanjing Jiayuan New Energy Automobile Co., Ltd., which is invested abroad by the company's Sun company, failed to provide relevant materials, so it is difficult to evaluate the fair value of the invested equity. China audit Zhonghuan believes that it is unable to obtain sufficient and appropriate audit evidence as the basis for forming audit opinions. The company's 2021 financial report was issued with qualified audit report by China audit Zhonghuan Certified Public Accountants (special general partnership).
(III) acquisition and sale of assets by the company
During the reporting period, the company established Foshan Taiyuan No.1 equity investment partnership (limited partnership) (hereinafter referred to as "Taiyuan No.1") in cooperation with Guangdong Yuande Private Fund Management Co., Ltd. (formerly known as "Guangzhou changzhangming Asset Management Co., Ltd.). After a comprehensive due diligence and feasibility study, and approved by the board of directors of the company, Taiyuan No. 1 added 240 million yuan to Nanjing Jiayuan New Energy Vehicle Co., Ltd. (hereinafter referred to as "Jiayuan new energy") in June 2021. After the capital increase, the fund accounted for 16.70% of the equity of the target company. However, since the company invested in Jiayuan new energy, the company has repeatedly required it to timely disclose the basic financial situation and operation situation to shareholders in accordance with the provisions of the company law and the articles of association, especially the progress of related party liquidation and business integration. Jiayuan new energy and relevant entities have failed to provide complete relevant information and explain the operation situation. The original of the two lawsuits filed by the company's shareholders and the related judgments of the company's listed shareholders, namely, the one filed by the company and the one filed by the court to protect the legitimate rights and interests of the company, are provided to all shareholders of the company; Second, bring a contract dispute lawsuit against Jiayuan new energy and its original shareholders, request the court to order the termination of the relevant agreement, and require Nanjing Jiayuan New Energy Vehicle Co., Ltd., Jiayuan New Energy Technology Co., Ltd., Li Hui and other relevant subjects to bear the responsibility of returning the capital increase and corresponding interest.
The company's investment meets the requirements of the company's long-term development plan, follows the market principles, and the transaction price is reasonable. No insider trading and damage to the rights and interests of some shareholders have been found yet.
The board of supervisors of the company will continue to urge the management of the company to strictly implement the post investment management tasks and safeguard the rights and interests of investors.
(IV) related party transactions of the company
The daily related party transactions between the company and related parties in 2021 were determined through negotiation based on the market fair price in accordance with the principles of openness, fairness and impartiality, in line with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the management of related party transactions, and there was no damage to the interests of shareholders.
(V) external guarantee, equity and asset replacement of the company
Without the approval of the board of directors and the general meeting of shareholders, Lin Yongfei, the actual controller, then chairman and then legal representative of the company, made several acts of personal ultra vires agency signing contracts in the name of the company, and provided guarantee for the financing of the related parties of the actual controller and controlling shareholders in the name of the company and its wholly-owned subsidiaries as the guarantor. The relevant guarantee matters were not considered by the board of directors or the general meeting of shareholders, Nor did it fulfill the approval procedures for the company's seal. As of the disclosure date of this report, the guarantee balance of relevant guarantee matters was 236 million yuan (excluding interest and other expenses). The board of supervisors will continue to supervise the company's internal control, supervise and investigate illegal guarantees, and protect the interests of the company and minority shareholders.
In addition, there were no debt restructuring, non monetary transactions and asset replacement in 2021, and there were no other situations that damaged the interests of the company's shareholders or caused the loss of the company's assets.
(VI) establishment and implementation of insider registration management system by the company
In daily work, the company registers and files insiders in strict accordance with the relevant provisions of the registration and filing system for insiders of inside information, and submits insider information for the company's refinancing, regular reports and other matters in accordance with the relevant requirements of the CSRC and Shenzhen Stock Exchange, so as to effectively prevent the disclosure of inside information and ensure the fairness of information disclosure. During the reporting period, the company did not disclose insider information, nor did insiders illegally buy and sell the company's shares.
Modern Avenue Group Co.Ltd(002656) board of supervisors April 26, 2022
