Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Hainan Haiyao Co.Ltd(000566) (hereinafter referred to as "the company") strictly complied with the
Judicial, securities law, articles of association, rules of procedure of the board of supervisors and other relevant provisions shall be effectively maintained
The interests of the company and the rights and interests of the majority of minority shareholders, earnestly perform the duties of the board of supervisors and pay attention to all parties of the company in 2021
The situation was monitored. The board of supervisors believes that the members of the board of directors and senior managers of the company are diligent and responsible,
All work has been fully implemented. Review the company's periodic reports prepared by the board of directors and put forward written review opinions
See, no behavior damaging the interests of the company and all shareholders is found.
The report on the work of the board of supervisors in 2021 is as follows:
1、 Work of the board of supervisors during the reporting period
In 2021, the company held 9 meetings of the board of supervisors, as follows:
No. name of the meeting date and method of meeting proposal for deliberation
1. Proposal on changing the purpose of share repurchase and cancellation at the fifth communication meeting of the 10th board of supervisors in January 2021
14th Meeting
2. Proposal on closing some investment projects with raised funds and permanently replenishing working capital with the funds raised on the 29th meeting of the sixth communication meeting of the 10th board of supervisors in March 2021
1. Proposal on the work report of the board of supervisors in 2020 2. Proposal on the full text and summary of the annual report in 2020 3. Proposal on the final financial statement report in 2020
4. Plan for profit distribution in 2020
On site communication 5. Proposal on employing the company's 2021 audit institution and internal control 3. The 7th April 2021 hearing voting system audit institution of the 10th board of supervisors
On the 25th meeting, in combination with 6. Proposal on the company's 2020 internal control self-evaluation report
7. Special report on the deposit and use of raised funds in 2020
8. Proposal on changes in accounting policies
9. Proposal on the extension of some investment projects with raised funds
4. The 8th meeting of the 10th board of supervisors on the proposal of full text and summary of the report of the first quarter of 2021 in April 2021
5. Proposal on the 13th day of the third meeting of the tenth board of supervisors on the company's outstanding losses reaching the total paid in share capital in May 2021
6. Communication mode 1 of the 10th board of supervisors in August 2021: proposal on the full text and summary of the 2021 semi annual report
Special report on the deposit and use of raised funds in the half year of 2021
7. Proposal on the report of the third quarter of 2021 by the 10th board of supervisors in October 2021
First meeting 21
8. Proposal on electing Ge Penghui as the representative supervisor of the second non employee meeting of the 10th board of supervisors on December 18, 2021
Proposal on canceling the nomination of Ge Penghui as the non 9 employee representative supervisor of the 10th board of supervisors of the company, and canceling the proposal of the general meeting of shareholders on electing him as the non employee representative supervisor of the 10th board of supervisors on December 30, 2021
2、 Opinions of the board of supervisors on relevant matters of the company during the reporting period
During the reporting period, the board of supervisors of the company strictly followed the provisions of relevant laws, regulations and the articles of association
Legal operation, financial situation of the company, use of raised funds, external guarantee and occupation of funds of related parties
Joint stock transactions and other matters have been carefully supervised and inspected. The details are as follows:
(I) legal operation of the company
During the reporting period, members of the board of supervisors listened to and reviewed special reports by attending the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates
Supervise the daily operation of the company in the form of reports and on-site visits.
The board of supervisors considers that the company has established
A relatively perfect internal control system has been established, all major decisions of the company are scientific and reasonable, and the decision-making procedures are legal. common
The directors and senior managers of the company were diligent in performing their duties and did not find any violation of laws and regulations or damage
The interests of the company and the legitimate rights and interests of shareholders.
(II) check the financial situation of the company
The board of supervisors inspected and reviewed the company's financial system and financial status, and considered that the company's financial system
Sound, standardized financial management, no false records and major omissions in accounting, and the financial report truly and objectively reflects
The company's financial situation and operating results were. Dahua Certified Public Accountants (special general partnership) to the company 2021
The annual financial report issued a standard unqualified audit report.
(III) deposit and use of raised funds
The board of supervisors inspected the use and management of the company's raised funds during the reporting period. The board of supervisors considered that:
In strict accordance with the Listing Rules of Shenzhen Stock Exchange, the standardized operation of companies listed on the main board and the company seal
The procedures and the management system for the use of raised funds require the standardized use of raised funds and perform the corresponding examination and approval
Approval procedures and disclosure obligations. No violation of laws, regulations or acts detrimental to the interests of shareholders were found.
(IV) external guarantee of the company and occupation of funds of related parties
The board of supervisors held that during the reporting period, the guarantee provided by the company to the holding subsidiary can fully meet its production requirements
The demand for operating funds is conducive to further improving its operating efficiency. Financial guarantee provided by the company for holding subsidiaries
The risk is within the controllable range of the company and does not have a significant impact on the normal operation of the company. The guarantee provided by the company does not violate the relevant provisions of the CSRC and the articles of association. The guarantee is in line with the interests of the company and the majority of shareholders and will not have an adverse impact on the company. In 2021, there was no illegal occupation of the company's funds by the company's related parties.
(V) related party transactions of the company
The board of supervisors believes that the related party transactions of the company follow the principles of voluntariness, fairness, rationality and consensus of the participants, and comply with the provisions of relevant laws and regulations and the articles of association. The board of directors deliberates the related party transactions in accordance with legal procedures, and the related directors and related shareholders avoid voting. The decision-making procedures of related party transactions are legal and compliant, and there is no damage to the interests of the company and minority shareholders.
(VI) the company has established the management system for insiders of inside information and strictly abides by the management system for insiders of inside information. In 2021, it was not found that insiders of inside information used inside information to buy and sell shares of the company.
(VII) opinions on self-evaluation of the company's internal control
The board of supervisors has reviewed the self-evaluation report on the company's internal control. The board of supervisors believes that:
In 2021, according to the requirements of laws, regulations and normative documents such as the company law, the securities law, the basic norms of enterprise internal control and its supporting guidelines, and in combination with the actual situation of the company, the company continued to establish and improve the company's internal control system, improve the level of corporate governance and further standardize the company's operation. The self-evaluation report truly and objectively reflects the establishment, improvement and implementation status of the company's internal control system. During the reporting period, there were no major defects and important defects in the company's internal control.
In 2022, the members of the board of supervisors of the company will continue to perform their supervisory duties, promote the standardized operation of the company, and safeguard the legitimate rights and interests of the company's shareholders and investors. At the same time, the board of supervisors will, in accordance with the requirements of the company law, supervise the directors and senior managers of the company to perform their duties diligently, further improve the corporate governance structure, enhance the awareness of self-discipline, strengthen supervision, earnestly assume the responsibility of protecting the rights and interests of shareholders, and promote the sustainable and healthy development of the company.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
Board of supervisors
April 27, 2002
