Work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of the company conscientiously performed its duties in accordance with the requirements of the company law, the articles of association and relevant laws and regulations, earnestly safeguarded the interests of the company and investors, conducted the convening and decision-making procedures of the board of directors of the company, the implementation of the resolutions of the board of directors of the general meeting of shareholders, the directors of the company The senior managers have inspected and supervised the performance of their duties, the legal operation of the company and the financial situation of the company. The report on the work of the board of supervisors in 2021 is as follows. Please review it.
1、 Work of the board of supervisors
The board of supervisors of the company consists of 3 persons, including 2 employee representatives and 1 shareholder representative.
During the reporting period, the board of supervisors of the company held nine meetings and considered the following matters:
The details are as follows:
1. The company held the 20th meeting of the 4th board of supervisors on February 24, 2021, and considered and adopted the following proposals:
① Proposal on providing guarantee for the financing of Hangzhou Longhua, a holding subsidiary;
② Proposal on providing guarantee for the financing of snowman refrigeration, a wholly-owned subsidiary;
③ Proposal on providing guarantee for the financing of snowman project, a wholly-owned subsidiary.
2. The company held the 21st Meeting of the 4th board of supervisors on March 25, 2021, and considered and adopted the following proposals:
① Proposal on wholly owned subsidiaries providing guarantee for the parent company’s application for credit line;
② Proposal on implementing the new leasing standards and changing relevant accounting policies.
3. The company held the 22nd Meeting of the 4th board of supervisors on April 23, 2021, and considered and adopted the following proposals:
① Work report of the board of supervisors in 2020;
② Financial statement report for 2020;
③ 2020 annual report and its summary;
④ 2020 profit distribution plan;
⑤ Self evaluation report on internal control in 2020;
⑥ Plan for shareholders’ dividend return in the next three years (20212023);
⑦ Proposal on the company’s compliance with the conditions for non-public development of A-share shares;
⑧ Proposal on the company’s non-public development of A-share scheme in 2021;
⑨ Proposal on the company’s plan for non-public development of A-Shares in 2021;
⑩ Proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares of the company;
⑪ Proposal on the special report on the use of the company’s previously raised funds;
⑫ Proposal on the filling measures for the diluted immediate return after the company’s non-public development of shares and the commitments of relevant subjects;
⑬ Proposal on the filling measures for the diluted immediate return after the company’s non-public development of shares and the commitments of relevant subjects;
⑭ Proposal on the company’s non-public development of shares involving related party transactions;
⑮ Proposal on the prediction of daily connected transactions in 2021;
⑯ Proposal on the provision for asset impairment and credit impairment in 2020.
4. The company held the 23rd Meeting of the 4th board of supervisors on April 28, 2021, and deliberated and adopted the full text and text of the first quarter report of 2021.
5. The company held the 24th (Interim) meeting of the 4th board of supervisors on May 31, 2021, and deliberated and adopted the proposal on adding the prediction of daily connected transactions in 2021.
6. The company held the 25th meeting of the 4th board of supervisors on August 6, 2021, and considered and adopted the following proposals:
① Full text and summary of 2021 semi annual report;
② Proposal on providing guarantee for the financing of Hangzhou Longhua, a holding subsidiary;
③ Proposal on providing guarantee for the financing of Zhenxun development, a wholly-owned subsidiary;
④ Proposal on providing guarantee for financing of snowman project of wholly-owned subsidiary;
⑤ Proposal on Amending the articles of association.
7. The company held the 26th meeting of the 4th board of supervisors on October 27, 2021, and deliberated and adopted the report of the third quarter of 2021.
8. The company held the 27th (Interim) meeting of the 4th board of supervisors on November 8, 2021, and deliberated and adopted the proposal on the wholly-owned subsidiary providing guarantee for the parent company to carry out sale and leaseback business. 9. The company held the 28th meeting of the 4th board of supervisors on December 21, 2021, and considered and adopted the following proposals:
① Proposal on providing guarantee for wholly-owned subsidiaries to apply for factoring quota;
② Proposal on signing partnership agreement and related party transactions with professional investment institutions;
③ Proposal on signing repurchase agreement and related party transactions with professional investment institutions;
④ Proposal on using idle raised funds to temporarily supplement working capital;
⑤ Proposal on using some idle raised funds for cash management.
In 2021, the board of supervisors of the company diligently completed the deliberation of various proposals during the meetings of the board of directors and the general meeting of shareholders, actively participated in the discussion of major decisions of the company, and supervised the proposals and meeting procedures considered by the board of directors and the general meeting of shareholders according to law.
2、 Opinions of the board of supervisors on relevant matters
(I) legal operation of the company
In 2021, the board of supervisors of the company supervised the operation of the company according to law. All supervisors attended or attended the board of directors and general meeting of shareholders of the company according to law, and strictly supervised the decision-making procedures of the company and the performance of the members of the board of directors and senior managers of the company. The board of supervisors held that the operation of the board of directors of the company in 2021 was standardized, the decision-making procedures were legal, and the resolutions of the general meeting of shareholders were carefully implemented. The company has established a relatively perfect internal control system. The management of the company operates in accordance with the law. The directors and senior managers of the company scrupulously perform their duties in performing their duties and exercising their functions and powers, taking the protection of the interests of the company’s shareholders as the starting point, and have not found any behavior in violation of laws, regulations, the articles of association and other provisions or damaging the interests of the company and shareholders.
(II) check the company’s financial situation
The board of supervisors carefully reviewed the financial situation and financial management of the company in 2021. The board of supervisors believes that the company’s financial and accounting internal control system is relatively sound, the financial operation is standardized, the withdrawal of various expenses is reasonable, and there are no major omissions and false records. Dahua Certified Public Accountants (special general partnership) issued a standard unqualified audit report after auditing the company’s 2021 financial report. The report truly, objectively and fairly reflects the financial situation and operating results of the company in 2021.
(III) related party transactions
During the reporting period, the board of supervisors inspected the related party transactions of the company and concluded that the related party transactions between the company and related parties in 2021 were conducted in accordance with the general market economy principle, the price of related party transactions did not deviate from the price of transactions between independent subjects in the market, the related party transactions were fair and reasonable, and there was no damage to the interests of the company and non related shareholders.
(IV) opinions on self-evaluation report of internal control
After reviewing the self-evaluation report of the company’s internal control in 2021, the board of supervisors believes that the company has established a relatively sound internal control system in combination with its own operation and management needs, which can provide reasonable guarantee for the preparation of true and fair financial statements, guarantee the healthy operation of the company’s business activities, and can be effectively implemented. The self-evaluation report of the company’s internal control truly and objectively reflects the construction and operation of the company’s internal control system.
The self-evaluation report on internal control in 2021 meets the requirements of the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant documents. The self-evaluation truly and completely reflects the actual situation within the company.
(V) acquisition and sale of assets by the company
Through the verification of the company’s asset transactions in 2021:
During the reporting period, the transaction price of the company’s acquisition or sale of assets was fair, the decision-making procedures were in line with the regulations, and there was no behavior damaging the interests of the company and shareholders.
(VI) external guarantee of the company
Through the supervision and verification of the company’s external guarantees in 2021, we believe that: during the reporting period, the company did not provide guarantees for shareholders and actual controllers, and performed the necessary decision-making procedures for the company’s guarantees during the reporting period, which is in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on external guarantees of listed companies.
As of December 31, 2021, according to the provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies, the company has no situation in which the controlling shareholders and their related parties occupy the funds of listed companies, and there is no situation in violation of the provisions of the notice. During the reporting period, the company’s guarantee for its holding subsidiaries was required by the company’s normal production and operation and rational use of funds. The guarantee decision-making procedure was legal and did not harm the interests of the company and its shareholders, especially the minority shareholders.
(VII) establishment and implementation of insider information and insider management system by the company
The company has established and improved the registration and management system for insiders in accordance with relevant regulations. During the reporting period, in strict accordance with the requirements of the registration and management system for insiders of inside information, the company did a good job in the management of inside information and the registration and management of insiders of inside information, standardized the information transmission process, effectively prevented insiders from abusing their right to know, divulging inside information for insider trading and other violations, and there was no insider trading with inside information.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the members of the board of supervisors will closely focus on the established strategic policies of the company, strictly abide by the responsibilities entrusted to the board of supervisors by national laws and regulations and the articles of association, and fulfill their duties, so as to further promote the improvement of the corporate governance structure and the standardized operation of operation and management of the company.
Focus on the following work:
1. Continue to perform their duties faithfully and diligently, carry out the daily discussion activities of the board of supervisors, strengthen daily supervision, take various ways to understand and master the company’s major decisions, important business and management activities and major abnormal changes, further improve the timeliness of supervision and enhance the sensitivity of supervision.
2. Strengthen self-study and improve management level. Timely learn the latest regulatory rules, strive to improve the efficiency of supervision, continuously improve the performance level of all supervisors, and earnestly and continuously promote the self construction of the board of supervisors.
Fujian Snowman Co.Ltd(002639) board of supervisors April 27, 2022
