5I5J Holding Group Co.Ltd(000560)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of 5I5J Holding Group Co.Ltd(000560) (hereinafter referred to as "the company") according to
Company law of the people's Republic of China (hereinafter referred to as "company law") and securities law of the people's Republic of China
(hereinafter referred to as "Securities Law") and other laws, regulations and 5I5J Holding Group Co.Ltd(000560) articles of Association
(hereinafter referred to as the "articles of association") and the rules of procedure of the board of supervisors of the company, based on the principle of being responsible to shareholders
Attitude, diligence and responsibility, independently and effectively perform the supervision function, and urge the board of directors and management of the company to standardize the operation
Scientific decision-making. The board of supervisors held a meeting of the board of supervisors in compliance with the company's internal control and related major issues
Conduct full discussion and deliberation, and express independent verification opinions prudently and objectively; By attending the board of directors as nonvoting delegates
The East Conference and the in-depth understanding of the company's operation from the management and relevant departments to the company's business activities and finance
Business status, decision-making procedures for major matters, effectiveness and standardization of internal control and directors and senior managers
Supervise the diligent performance of duties according to law, so as to safeguard the legitimate rights and interests of the company and shareholders and promote the standardization of the company
The operation has played its due role of supervision and promotion. The main work of the board of supervisors in 2021 is as follows:
1、 Daily work of the board of supervisors in 2021
1. Meetings of the board of supervisors
In 2021, the board of supervisors of the company held 9 meetings and carefully considered periodic reports, non-public offering of shares
Employee stock ownership plan, supervisor nomination, appointment of audit institutions, internal control self-evaluation report, accounting policy change
Make changes, make provision for impairment and other proposals and special reports, express opinions objectively and fairly, and vote prudently
To effectively supervise the company's finance and the legality and compliance of the company's directors and senior managers in performing their duties
Inspect and supervise, and play a positive role in promoting the steady development of the company's business, strengthening risk control and improving governance level
And safeguard the legitimate rights and interests of shareholders. The details of the meeting of the board of supervisors are as follows:
Name, date and attendees of the preliminary meeting and deliberation of proposals
No. convening method
Deliberated and passed the proposal on 4 supervisors who should attend the non-public Development Bank's A-share transaction and the proposal on 4 supervisors who actually attend the meeting in March 2021 when the company meets the conditions for non-public Development Bank's A-share transaction, Proposal on the company's non-public offering of a shares, proposal on the 22nd day of the 10th supervisor's meeting (on-site person, including the plan for supervisors to attend the fourth meeting of the board of directors of 5I5J Holding Group Co.Ltd(000560) non-public offering of A-Shares and the meeting of the company's non-public offering of A-Shares and the feasibility analysis report on the use of communication voting money by correspondents) Proposal on the company's meeting with one supervisor (i.e. the negotiator who signed the conditional effective non-public development bank stock subscription agreement) in the form of specific voting, proposal on the diluted immediate return of non-public Development Bank A shares, filling measures and commitments of relevant subjects Proposal on the special report on the use of the previously raised funds and proposal on adding the supervisors of the 10th board of supervisors.
The annual report and summary of the company in 2020, the work report of the 10th supervisor of the company in 2020 in April 2021, the final financial statement report of the company in 2020, the plan for the profit distribution of the supervisor 5 on the 26th day of the 5th meeting of the board of supervisors (on-site) in 2020, and the self-evaluation report on the company's two internal meetings, meetings and callers, and the actual supervision and control in 2020 were reviewed and adopted The proposal on the withdrawal of credit impairment provision in 2020, the proposal on the closing of the 2020 annual meeting and the provision for asset impairment, the proposal on the use of part of its own funds for the investment of securities and financial products, the proposal on the change of accounting policies and the report of the company in the first quarter of 2021.
In May 2021, the 10th supervisor should attend the meeting of supervisors 5 to review and approve the proposal on adjusting the purpose of share repurchases and the proposal on the sixth and fourteenth day of the I love 3 board of directors (the correspondent actually attended the meeting in the way of voting on the second phase employee stock ownership plan (voting at the draft meeting) of communication home Holding Group Co., Ltd.) and the summary Proposal on the management measures (Draft) for the second phase of the employee stock ownership plan of the company limited to five supervisors at the joint stock meeting of 5I5J Holding Group Co.Ltd(000560) holding group.
The 10th supervisor shall attend the 5th meeting of supervisors in June 2021
4. On the 7th and 11th day of the board of directors (the correspondent actually deliberated and approved the proposal on electing the chairman of the 10th board of supervisors of the company through communication. Voting at the meeting)
5 supervisors
In June 2021, the 10th board of supervisors should attend the meeting of supervisors 5 to review and approve the proposal on Amending the 8th and 23rd day of the 5th board of directors of 5I5J Holding Group Co.Ltd(000560) meeting (correspondents, actually in the form of communication phase II ESOP (Draft) and summary, and the proposal on Amending the voting method of the meeting to attend the management meeting of 5I5J Holding Group Co.Ltd(000560) phase II ESOP (Draft).
In August 2021, the 10th board of supervisors should attend the 9th meeting of the 6th meeting of the board of supervisors 5 to review and approve the special report on the use of the previously raised funds (the correspondent, actually in the form of communication, voting at the meeting of 5I5J Holding Group Co.Ltd(000560) holding group shares on non-public issuance of a shares) Voting method: attend the meeting of the company's self inspection report on real estate business and relevant commitments, and the proposal of five supervisors.
Four supervisors should be appointed in August 2021,
On the 25th day of the 10th Session of the board of supervisors (the actual on-site supervisors) 4 deliberated and adopted the proposal on electing the chairman of the 10th Session of the board of supervisors of the company, the 10th meeting of the board of supervisors and telephone person, including the semi annual report and summary of the on-site department in 2021, and the proposal on adding Mr. Xu Zhihan as the supervisor of the 10th Session of the board of supervisors of the company.
The voting partners shall vote by communication
(1) one supervisor attended the meeting.
In October 2021, the 10th board of supervisors should attend the meeting of supervisors 5 to review and approve the third quarter report of the company in 2021, the proposal on withdrawing credit 8 board on October 27 (communication, actual provision for communication impairment and asset impairment), and the decision on renewing the appointment of the first meeting of the central audit public environment to attend the accounting firm (special general partnership) Report to five supervisors and the proposal of internal control audit institution for the company's 2021 annual financial report meeting.
Supervisors to attend the 10th supervisory committee in November 2021 4
9. On October 19, the board of directors (through communication, actually deliberated and approved the proposal on adding Ms. Xu Na as the voting method of the second meeting of the tenth board of supervisors).
4 supervisors
2. Performance of the board of supervisors
The board of supervisors shall, in accordance with the provisions of laws, regulations, normative documents and the articles of association, perform informed and supervisory duties in accordance with the law
Supervision and inspection functions. During the reporting period, the board of supervisors held regular meetings to listen to and review all major events of the company
In addition to timely mastering the company's operation and internal control and governance, he also attended the annual meeting of the company according to law
4 shareholders' meetings, and the supervisor supervised the votes as the scrutineer; Attended 10 meetings of the board of directors held during the year as nonvoting delegates,
By listening to and reading special reports and meeting proposal materials, we can timely understand the formation of various important decisions of the company
Process, master the business work carried out by the board of directors and the management team, and convene the general meeting of shareholders and the board of directors
The meeting procedures, the compliance of resolutions, the board of directors' supervision on the implementation of resolutions of the general meeting of shareholders, the performance of duties of directors and senior managers, the implementation of the company's management system and the implementation of major decisions of the company, and effectively performed the supervision and inspection functions of the board of supervisors.
During the reporting period, all supervisors learned and learned the latest regulatory regulations and requirements in a timely manner by studying securities regulatory documents, so as to improve their ability to perform their duties, so as to better supervise the performance of the members of the board of directors and senior managers, urge them to be diligent and responsible, and ensure that the decisions and business activities of the board of directors and the management are more standardized and effective.
2、 Supervision, inspection and opinions of the board of supervisors on key matters of the company
1. Standardized operation of the company according to law
During the reporting period, the board of supervisors supervised the company's operation in accordance with the law. According to the requirements of relevant laws and regulations, the board of supervisors inspected the company's operation in accordance with the law, the implementation of internal rules and regulations, the decision-making procedures and resolutions of major events of the company, and the performance of directors and senior managers of the company by consulting relevant documents, attending the meetings of the board of directors and attending the general meeting of shareholders.
The board of supervisors believes that in 2021, the board of directors and management of the company will be able to perform their duties, operate according to law and make scientific decisions in strict accordance with the requirements of relevant laws and regulations such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the articles of Association; The convening, procedures and resolutions of the general meeting of shareholders and the board of directors of the company are legal, compliant and effective, and the decision-making procedures of all important matters comply with the provisions of relevant laws, regulations and rules; During the reporting period, the company continued to strengthen the construction of internal control system and further improved the level of corporate governance and internal control; The company's internal control system is continuously revised, improved and sound, and can be effectively implemented; The directors and senior managers of the company are diligent in performing their duties, comply with laws and regulations, and do not violate laws, regulations, the articles of association or damage the interests of the company.
2. Financial inspection of the company
In 2021, the board of supervisors continued to strengthen the supervision and verification of the company's financial status, financial management and financial results, checked the company's 2020 annual report, 2021 first quarter report, 2021 semi annual report and 2021 third quarter report, and issued audit opinions. The board of supervisors believes that during the reporting period, the company continued to improve its financial system and standardized accounting. The preparation and review procedures of the financial report issued comply with the relevant provisions of laws, administrative regulations, normative documents and the articles of association. The content of the report truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions
For the company's financial audit in 2021, the board of supervisors believes that Zhongshen Zhonghuan Certified Public Accountants (special general partnership) abides by the independent, objective and fair practice standards and is diligent and responsible in the process of providing audit services for the company. The company's 2021 audit report issued by Zhongshen Zhonghuan Certified Public Accountants (special general partnership) truly and accurately reflects the company's financial situation and operating results in 2021. The accounting firm has issued standard unqualified opinions on the company's audit report and internal control audit report.
3. Review of matters related to the company's non-public offering
It is proposed to issue 2021 non-public shares to Tibet Taiji and Taiji Management Co., Ltd. in the form of non-public investment. The board of supervisors of the company deliberated on the issues related to the issuance, considered that the company met the conditions for non-public issuance of A-Shares and was qualified for non-public issuance of a shares, and deliberated and passed the proposals related to the issuance.
4. Review of the company's share repurchase
In 2021, the company adjusted some contents of the plan on repurchase of shares of the company approved by the fourth extraordinary general meeting of shareholders in 2018, and adjusted the purpose of repurchased shares from "the shares repurchased this time will be used to implement the equity incentive plan" to "all the shares repurchased this time will be used for the employee stock ownership plan". The board of supervisors believes that the company's adjustment of the purpose of share repurchase complies with the provisions of relevant laws, regulations, normative documents and the articles of association. Adjusting the purpose of repurchased shares will not have a significant impact on the company's business activities, financial status and future development, and will not affect the company's listing status. The decision-making procedure of this matter complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized investors.
5. Verification opinions on matters related to the company's phase II employee stock ownership plan
(1) Comments on the draft employee stock ownership plan (phase II)
