Jihua Group Corporation Limited(601718)
Work report of the board of supervisors in 2021
2021 is the first year for the Fifth Board of supervisors to perform their duties and carry out their work. According to the responsibilities entrusted to the board of supervisors by the company law and the articles of association, the annual work report of the board of supervisors in 2021 is as follows.
1、 Work of the board of supervisors
(I) attended the on-site meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, exercised the right to supervise and know about the board of directors of the company, supervised the participation and implementation of the company's decision-making of directors and senior managers in accordance with the requirements of the company law, and urged directors and senior managers to earnestly perform their duties.
(II) supervised the production and operation activities of the company and believed that the leading group of the company was diligent and conscientious, earnestly implemented various resolutions of the board of directors, and no illegal operation was found in the operation.
(III) meetings of the board of supervisors
The board of supervisors held four meetings in 2021. The meeting was held as follows:
1. The first meeting of the 5th board of supervisors
The company held the first meeting of the 5th board of supervisors on January 21, 2021, at which Mr. Huang Mengkui was elected as the chairman of the 5th board of supervisors.
2. The second meeting of the 5th board of supervisors
The company held the second meeting of the 5th board of supervisors on April 28, 2021, considered and voted on the following topics:
(1) The proposal on the work report of the board of supervisors in 2020 was reviewed and approved, and it was agreed to submit the proposal to the general meeting of shareholders of the company for deliberation.
(2) Deliberated and passed the proposal on the 2020 annual report and summary, and considered that the preparation and deliberation procedures of the 2020 annual report comply with the provisions of laws, regulations, the articles of association and the company's internal management system; The content and format of the 2020 annual report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly, accurately and completely reflect the company's operation and financial status in 2020.
(3) Deliberated and passed the proposal on the financial final accounts report of 2020.
(4) The proposal on the 2020 profit distribution plan was considered and passed. It is considered that the 2020 profit distribution plan of the company complies with the relevant provisions of the articles of association and the company's shareholder return plan for the next three years, comprehensively considers the actual operation situation and future long-term development needs of the company, is conducive to the long-term healthy development of the company and conforms to the interests of all shareholders.
(5) The proposal on the actual amount of daily related party transactions in 2020 and the cumulative amount of daily related party transactions expected in 2021 was considered and passed. It is considered that the proposal reflects the principle of fair transaction and does not harm the interests of the company.
(6) The proposal on the special report on the storage and use of raised funds in 2020 was considered and passed. It is considered that in terms of the management of raised funds, the company can implement the requirements of the measures for the management of raised funds, standardize the use of raised funds according to the project plan and decision-making approval procedures, and there is no illegal use of raised funds.
(7) The proposal on the evaluation report on internal control in 2020 was considered and passed, and it is believed that the report can truly and accurately reflect the current construction and implementation of the company's internal control.
(8) Deliberated and passed the proposal on the first quarter report of 2021, and considered that the preparation and review procedures of the first quarter report of 2021 comply with the provisions of laws, regulations, the articles of association and the company's internal management system; The content and format of the report for the first quarter of 2021 comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained can truly, accurately and completely reflect the company's operation and financial situation in the first quarter of 2021.
(9) The proposal on signing a financial service agreement with Xinxing Jihua Group Corporation Limited(601718) Finance Co., Ltd. was deliberated and passed. It is considered that signing a financial service agreement meets the needs of the company's operation and development, the transaction follows the principles of fair and reasonable pricing, the decision-making procedures comply with relevant laws and regulations and the articles of association of the company, and there is no damage to the interests of the company and non affiliated shareholders.
3. The third meeting of the 5th board of supervisors
The company held the third meeting of the Fifth Board of supervisors on August 26, 2021, considered and voted on the following topics:
(1) The proposal on the 2021 semi annual report was deliberated and passed, and it is considered that the report truly, accurately and completely reflects the operation of the company in the first half of 2021.
(2) The proposal on the special report on the deposit and use of raised funds in the half year of 2021 was considered and passed. It is believed that the company can implement the management of raised funds in accordance with the requirements of Jihua Group Corporation Limited(601718) raised funds management system, standardize the use of raised funds in accordance with the project plan and decision-making approval procedures, and there is no illegal use of raised funds.
(3) The proposal on temporary replenishment of working capital by using some idle raised funds was considered and passed. It is considered that the company's use of idle raised funds in the 2017 non-public offering funds of no more than RMB 1 billion for temporary replenishment of working capital can improve the use efficiency of raised funds, reduce financial expenses and reduce operating costs, and there is no situation of changing the use and investment direction of raised funds in a disguised form, It will not affect the normal progress of the investment project with raised funds. It is feasible for the company to use part of the idle raised funds to supplement the working capital temporarily, which is conducive to safeguarding the interests of the company and shareholders. It is agreed that the company can use part of the idle raised funds to supplement the working capital of the company temporarily.
4. The 4th meeting of the 5th board of supervisors
The company held the fourth meeting of the Fifth Board of supervisors on October 22, 2021, deliberated and voted on the proposal on the report of the third quarter of 2021, and believed that the report truly, accurately and completely reflected the operation of the company in the third quarter of 2021.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
(I) legal operation of the company
During the reporting period, through the supervision of the company's decision-making procedures and the performance of directors and senior managers, the board of supervisors believed that the board of directors of the company could operate in strict accordance with the requirements of the company law, the articles of association and other relevant laws, regulations and systems. The company's major business decisions are reasonable, the procedures are legal and effective, and the company has established a relatively perfect internal control system; When performing their duties, the directors and senior managers of the company can conscientiously implement the national laws and regulations, the articles of association and the resolutions of the general meeting of shareholders and the board of directors, be loyal to their duties, be diligent and conscientious, act selflessly and forge ahead. No director or senior manager of the company has been found to violate laws, regulations, articles of association or damage the interests of shareholders and the company when performing their duties.
(II) check the company's financial situation
During the reporting period, the board of supervisors carefully inspected and reviewed the company's accounting statements and financial materials. The board of supervisors believed that the preparation of the company's financial statements was in line with the accounting system for business enterprises, accounting standards for business enterprises and other relevant provisions.
The company's 2020 financial report can truly reflect the company's financial situation and operating results. The "standard unqualified opinion" audit report issued by Dahua certified public accountants is objective and fair.
(III) check the actual use of funds raised by the company and corporate bonds
During the reporting period, the board of supervisors supervised and inspected the use of funds raised by the company and corporate bonds. The board of supervisors believes that in terms of the management and use of the raised funds, the company can manage and use the raised funds in accordance with the requirements of the management system for the use of raised funds, standardize the use of the raised funds in accordance with the project plan and decision-making approval procedures, and pay the interest on the raised funds of corporate bonds on schedule. There is no case that the raised funds are occupied or misappropriated by the controlling shareholders, actual controllers and other related persons.
(IV) daily related party transactions of the company
During the reporting period, the board of supervisors supervised and verified the daily connected transactions of the company in 2020, and believed that the daily connected transactions of the company reflected the principle of market fairness, belonged to the normal business behavior of the enterprise, and did not find any damage to the interests of the company and shareholders.
(V) internal control evaluation report of the company in 2020
The board of supervisors reviewed the 2020 internal control evaluation report of the company. The board of supervisors believes that the company has established a relatively perfect internal control system and can be effectively implemented. The internal control evaluation report truly and objectively reflects the construction and operation of the company's internal control system.
(VI) implementation of resolutions of the general meeting of shareholders
During the reporting period, the board of supervisors of the company supervised the implementation of the resolutions of the general meeting of shareholders. The board of supervisors believes that the board of directors of the company can earnestly implement the relevant resolutions of the general meeting of shareholders, and there is no behavior detrimental to the interests of shareholders.
In 2022, the board of supervisors of the company will continue to perform its supervisory duties in strict accordance with the company law and the articles of association, strengthen the supervision of major matters such as production and operation, financial management, related party transactions, the construction and implementation of internal control system, and actively safeguard the interests of the company, shareholders and employees; Supervise the job behaviors of 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 according to the requirements of modern enterprise system; 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, and timely supervise the legitimacy of major decision-making matters and decision-making procedures of the company, so as to better safeguard the rights and interests of shareholders; The board of supervisors will continue to maintain communication with internal and external audit institutions, strengthen financial supervision and inspection of the company, strengthen the supervision of information disclosure, urge enterprises to disclose information in a standardized, timely and objective manner in accordance with the requirements of relevant regulatory institutions, urge enterprises to strengthen the construction of internal control system, prevent business risks, and further safeguard the interests of the company and shareholders.
Jihua Group Corporation Limited(601718) board of supervisors April 27, 2022
