Hangzhou Century Co.Ltd(300078)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company strictly complied with the provisions and requirements of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association and the rules of procedure of the board of supervisors, and in the spirit of being responsible to all shareholders, Scrupulously perform their duties, earnestly perform their duties, exercise their functions and powers independently according to law, promote the standardized operation of the company, and safeguard the legitimate rights and interests of the company, shareholders and employees.
1、 Work of the board of supervisors during the reporting period
In 2021, the board of supervisors held 10 meetings, as follows:
1. On January 21, 2021, the company held the 22nd Meeting of the 4th board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on the company’s issuance of convertible corporate bonds to unspecified objects, the proposal on the company’s issuance of convertible corporate bonds to unspecified objects for listing Proposal on opening a special account for raising funds by issuing convertible corporate bonds to unspecified objects and signing a supervision agreement for raising funds.
2. On March 9, 2021, the company held the 23rd Meeting of the Fourth Board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on using temporarily idle raised funds for cash management, the proposal on using raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects one by one Proposal on changing the implementation subject of some raised funds projects, establishing a new special account for raised funds and using the raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects, and proposal on increasing the cash management limit of idle self owned funds.
3. On March 16, 2021, the company held the 24th Meeting of the 4th board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on repurchase of company shares one by one.
4. On April 28, 2021, the company held the 25th meeting of the 4th board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the work report of the board of supervisors in 2020, the full text and summary of the annual report in 2020, the final financial statement report in 2020, the proposal on the profit distribution plan in 2020, the proposal on the self-evaluation report on internal control in 2020 one by one Proposal on the adjustment of the stock option and the use of the accounting firm in 2021, proposal on the adjustment of the stock option of the general accounting firm in 2021 Proposal on cancellation of some stock options and repurchase of some restricted shares in the company’s 2019 stock option and restricted stock incentive plan, full text of the report for the first quarter of 2021, and special instructions of the board of supervisors on matters involved in the audit report with qualified opinions of the board of directors in 2020.
5. On August 2, 2021, the company held the 26th meeting of the 4th board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on the general election of the board of supervisors and the nomination of non employee representative supervisor candidates of the 5th board of supervisors.
6. On August 18, 2021, the company held the first meeting of the Fifth Board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on electing the chairman of the Fifth Board of supervisors of the company.
7. The full text of the proposal on the deposit and use of the company’s own funds and the proposal on the second half annual meeting of the board of supervisors in 2021 were reviewed and adopted.
8. On October 27, 2021, the company held the third meeting of the Fifth Board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on the third quarter report of the company in 2021.
9. On November 8, 2021, the company held the fourth meeting of the Fifth Board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on using idle raised funds to temporarily supplement working capital. 10. On December 28, 2021, the company held the fifth meeting of the Fifth Board of supervisors, which was attended by all supervisors. The meeting deliberated and adopted the proposal on increasing the forecast of daily connected transactions in 2021. 2、 Review opinions of the board of supervisors on relevant matters of the company during the reporting period
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and the articles of association, the board of supervisors of the company earnestly performs the functions of the board of supervisors in order to effectively safeguard the interests of the company and the rights and interests of the majority of small and medium-sized investors, Carefully supervised and inspected the company’s standardized operation, financial status, related party transactions, capital occupation, internal control and other aspects, and expressed the following opinions on the relevant situation of the company during the reporting period:
1. Standardized operation of the company
During the reporting period, the company operated in strict accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association and other relevant national laws and regulations, and the decision-making procedures were legal; 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 when performing their duties; The convening and resolutions of the board of directors and the general meeting of shareholders of the company comply with the provisions of relevant laws and regulations. The members of the board of supervisors of the company attended the meetings of the board of directors and the general meeting of shareholders during the reporting period, and the board of supervisors had no objection to the contents of various reports and proposals submitted by the board of directors to the general meeting of shareholders for deliberation. The board of supervisors of the company has supervised the implementation of the resolutions of the general meeting of shareholders and believes that the board of directors can earnestly implement the resolutions of the general meeting of shareholders without any damage to the interests of the company and shareholders.
2. Financial status of the company
During the reporting period, the board of supervisors carefully, carefully and effectively supervised, inspected and reviewed the company’s financial status, financial management and operating results in 2021.
The board of supervisors believes that: the board of supervisors believes that the company’s regular report truly and objectively reflects the company’s financial situation and operating results. The audit report issued by Tianjian Certified Public Accountants (special general partnership) is objective and fair, and there are no false records, misleading statements or major omissions.
3. Review opinions on the deposit and use of raised funds
The board of supervisors of the company checked the establishment and implementation of the raised funds management system during the reporting period. The board of supervisors believed that the company used and managed the raised funds in strict accordance with the requirements of relevant regulations, and there was no illegal use of the raised funds.
4. Occupation of funds of related parties of the company
During the reporting period, the company sorted out the amount of funds occupied by major shareholders in detail and urged Hangzhou Hangzhou Century Co.Ltd(300078) group, the former largest shareholder of the company, to take effective measures to repay the loan. As of April 30, 2021, the company had recovered all occupied funds and interest.
5. Related party transactions
The board of supervisors checked the related party transactions of the company in 2021 in accordance with the requirements of the articles of association and the measures for the management of related party transactions, and held that the related party transactions of the company followed the principles of market pricing and mutually beneficial and win-win transactions, in line with the actual needs and specific conditions of production and operation of both parties and the principles of voluntariness, fairness and rationality; The decision-making procedures of related party transactions of the company comply with the provisions of relevant laws and regulations and the articles of association, the price of related party transactions is fair, and there is no situation that damages the interests of the company and non related shareholders; The company has no significant dependence on related parties, and related party transactions have no significant impact on the company’s financial status and operating results.
6. Comments on the self-evaluation report of internal control in 2021
The board of supervisors held that during the reporting period, the company continuously improved the corporate governance structure in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen stock exchange No. 2 – standardized operation of GEM listed companies and the articles of association, and according to the internal control problems found in the early stage, The company’s internal control system has been rectified and improved, and the company’s internal control system has been revised; Make the implementation of internal control system more reasonable and effective, and ensure the authenticity, accuracy and integrity of financial reports and relevant information. The 2021 internal control self-evaluation report released by the company truly and objectively reflects the construction and operation of the company’s internal control system. 7. Establishment and implementation of insider information management system by the company
The board of supervisors of the company checked the establishment and implementation of the insider management system of the company during the reporting period and held that during the reporting period, the company strictly implemented the insider management system in accordance with relevant laws, regulations and regulatory provisions, and found no insider trading the company’s shares and other violations of the insider management system by using the insider information.
3、 2022 annual work plan of the board of supervisors of the company
In 2022, the board of supervisors of the company will continue to implement the company’s strategic policy, strictly comply with relevant laws and regulations and the provisions of the articles of association, further promote the improvement of the corporate governance structure and the standardized operation of operation and management, and earnestly safeguard the legitimate rights and interests of the company and shareholders. The board of supervisors will continue to strengthen the training and study of professional knowledge, actively carry out work exchanges, enhance business skills, innovate working methods and improve the level of supervision. At the same time, in combination with the special instructions of the board of directors on matters involved in the audit report with qualified opinions in 2021, the board of directors and the management of the company will urge the board of directors and the management to take effective measures to eliminate the impact of matters involved in the audit report with qualified opinions as soon as possible, Earnestly safeguard the legitimate rights and interests of the company and all shareholders to ensure the sustainable, stable and healthy development of the company.
The board of supervisors will continue to urge the company’s management to improve the internal control system, implement the execution of the internal control system, maintain the effectiveness of the internal control system, urge the company’s internal audit department to carry out various internal audits, further give play to the role of the company’s internal supervision force, and safeguard the rights and interests of the company, its shareholders and employees.
Board of supervisors
April 29, 2022
