Zhejiang Busen Garments Co.Ltd(002569)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company, in strict accordance with the provisions of the company law, the securities law, the articles of association, the rules of procedure of the board of supervisors and other relevant laws and regulations, in line with the working attitude of scrupulous and diligent, earnestly safeguard the interests of the company’s shareholders, especially the majority of small and medium-sized investors, and exercise the functions and powers of supervisors according to law. In line with the working attitude of scrupulous and diligent, they independently exercise their powers and obligations according to law and carry out their work actively and effectively. Members of the board of supervisors participated in the general meeting of shareholders held by the company and attended the meeting of the board of directors as nonvoting delegates, which played a positive role in the standardized operation and healthy development of the company. The work of the board of supervisors in 2021 is reported as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors held nine meetings, as follows:
(I) the 19th meeting of the 5th board of supervisors was held on March 2, 2021. The following proposals were considered and adopted at this meeting:
1. Proposal on the general election of the board of supervisors of the company and agreeing to nominate candidates for non employee representative supervisors of the sixth board of supervisors
2. Proposal on repurchase and cancellation of some restricted shares in 2020 restricted stock incentive plan (II) the first meeting of the sixth board of supervisors was held on March 19, 2021. The following proposals were considered and adopted at this meeting:
1. Proposal on electing Ms. He Sha as the chairman of the sixth board of supervisors of the company
(III) the second meeting of the sixth board of supervisors was held on March 26, 2021. The following proposals were considered and adopted at this meeting:
1. Proposal on terminating major asset restructuring
(IV) the third meeting of the sixth board of supervisors was held on April 19, 2021. The following proposals were considered and adopted at this meeting:
1. Proposal on the company’s compliance with the conditions for non-public development of a shares
2. Proposal on the company’s non-public development of A-Shares in 2021
3. Proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2021
4. Proposal on the company’s non-public development of A-share shares in 2021 without preparing the report on the use of the previously raised funds
5. Proposal on the company’s non-public development of A-Shares involving related party transactions and signing the share subscription agreement with effective conditions with the issuing object
6. Proposal on the company’s plan for non-public development of A-Shares in 2021
7. Proposal on diluting the immediate return of non-public Development Bank A shares, taking filling measures and commitments of relevant subjects in 2021
8. Proposal on shareholder return planning of the company in the next three years (20212023)
9. Proposal on requesting the general meeting of shareholders to approve the exemption of Zhejiang hanman and its persons acting in concert from issuing an offer 10. Proposal on establishing a special account for the raised funds of non-public development banks
(V) the fourth meeting of the sixth board of supervisors was held on April 29, 2021. The following proposals were considered and adopted at this meeting:
1. Work report of the board of supervisors in 2020;
2. Full text and summary of Zhejiang Busen Garments Co.Ltd(002569) 2020 annual report;
3. Financial statement report of 2020;
4. 2020 profit distribution plan;
5. Self evaluation report on internal control in 2020;
6. Full text and text of Zhejiang Busen Garments Co.Ltd(002569) 2021 first quarter report;
7. Proposal on the outstanding losses reaching one third of the total paid in share capital;
(VI) the fifth meeting of the sixth board of supervisors was held on June 29, 2021. The following proposals were considered and adopted at this meeting:
1. Proposal on change of accounting policies of the company
(VII) the sixth meeting of the sixth board of supervisors was held on August 18, 2021. The following proposals were considered and adopted at this meeting:
1. Proposal on terminating the previous non-public development of A-Shares in 2021
2. Proposal on the company’s compliance with the conditions for non-public development of a shares
3. Proposal on the company’s non-public development of A-Shares in 2021
4. Proposal on the feasibility analysis report on the use of funds raised by non-public Development Bank A shares in 2021
5. Proposal on the company’s non-public development of A-share shares in 2021 without preparing the report on the use of the previously raised funds
6. Proposal on the company’s non-public development of A-Shares involving related party transactions and signing the share subscription agreement with effective conditions with the issuing object
7. Proposal on the company’s plan for non-public development of A-Shares in 2021
8. Proposal on diluting the immediate return of non-public Development Bank A shares, taking filling measures and commitments of relevant subjects in 2021
9. Proposal on shareholder return planning of the company in the next three years (20212023)
10. Proposal on requesting the general meeting of shareholders to approve the exemption of Wang Yazhu and the persons acting in concert from the offer 11. Proposal on establishing a special account for the raised funds of non-public development banks
(VIII) the seventh meeting of the sixth board of supervisors was held on August 27, 2021. The following proposals were considered and adopted at this meeting:
1. Full text and summary of Zhejiang Busen Garments Co.Ltd(002569) 2021 semi annual report
(IX) the 8th meeting of the 6th board of supervisors was held on October 29, 2021. The following proposals were considered and adopted at this meeting:
1. Report of the third quarter of Zhejiang Busen Garments Co.Ltd(002569) 2021.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
During the reporting period, the members of the board of supervisors of the company attended all the board of directors and shareholders’ meetings as nonvoting delegates, and carefully supervised the legal operation, financial status, acquisition and sale of assets, related party transactions, internal control and other aspects of the company in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the articles of association Check and express the following opinions on the relevant situation of the company during the reporting period:
1. Legal operation of the company
During the reporting period, the supervisors of the company attended the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, and supervised the convening, convening, deliberation and decision-making procedures of the board of directors and the general meeting of shareholders, the implementation of the resolutions of the general meeting of shareholders by the board of directors, and the performance of the duties of the directors and senior managers of the company in accordance with relevant laws and regulations.
The board of supervisors believes that the board of directors of the company can operate in accordance with the relevant provisions of the company law, the securities law and the articles of association, strictly implement the resolutions and authorized matters of the general meeting of shareholders, make scientific and reasonable decision-making procedures and improve the internal control system; The directors and senior managers of the company faithfully perform the obligation of good faith when performing their duties of the company, and have not found that the directors and senior managers of the company violate national laws, administrative regulations and the articles of association or damage the interests of the company and shareholders when performing their duties.
2. Check the financial status of the company
The board of supervisors carefully inspected and reviewed the company’s financial system, internal control system and financial status in 2021, and believed that the company strictly implemented the accounting law, accounting standards for business enterprises and other laws and regulations, the company’s financial and accounting internal control system was sound, the financial operation was standardized, the financial status was good, and there were no major omissions and false records, The company’s 2021 financial report truly reflects the company’s financial situation and operating results. The audit report issued by Dahua Certified Public Accountants (special general partnership) with unqualified opinions on highlighted items truly and objectively reflects the financial status and operation of the company in 2021. We have no objection to the audit report.
3. External guarantee of the company
In 2021, the company had no external guarantee, and there were no other situations that damaged the interests of the company’s shareholders or caused the loss of the company’s assets.
4. Related party transactions
The board of supervisors checked the related party transactions of the company in 2021 and considered that the related party transactions of the company in 2021 occurred normally in the process of operation. The company has established the necessary decision-making system for related party transactions, the approval procedures for related party transactions are legal, and the corresponding approval procedures for related party transactions have been performed in accordance with the requirements of corresponding laws and regulations. The pricing of related party transactions is fair, there is no significant difference from the market price, there is no significant impact on the current and future financial status and operating results, and there is no damage to the interests of the company and minority shareholders. 5. Comments on the self-evaluation report of internal control
The board of supervisors reviewed the self-evaluation report of the company’s internal control in 2021 and the construction and operation of the company’s internal control system, and held that the company has established a relatively perfect internal control system in accordance with the relevant provisions of the CSRC and Shenzhen Stock Exchange and in combination with the actual situation of the company. The internal audit department and personnel of the company are in place, which can ensure the implementation and supervision of the company’s internal control, Effectively ensure the legal compliance of operation and management and asset safety, and safeguard the interests of the company and shareholders. During the reporting period, the company strictly implemented the relevant internal control systems, and the 2021 internal control self-evaluation report truly and objectively reflected the construction and operation of the company’s internal control system.
6. Establishment and implementation of insider information management system
During the reporting period, the board of supervisors reviewed the implementation of insider management in accordance with the relevant provisions of the insider management system and held that the company strictly controlled the scope of insiders in accordance with the requirements of the information disclosure management system and the insider registration management system, and timely registered the list of persons who knew the company’s insider information and their personal information. During the period of major events, Try to keep insiders in a small range and sign relevant confidentiality agreements. In 2021, there was no insider trading in the company, which maintained the principles of openness, fairness and impartiality of the company’s information disclosure and protected the legitimate rights and interests of investors Board of supervisors
