Bright Oceans Inter-Telecom Corporation(600289)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of the company earnestly performed the supervision function in accordance with the provisions of the company law and the articles of association and in the spirit of being responsible to all shareholders. Five meetings of the board of supervisors were held this year. Members of the board of supervisors attended or attended the board of directors and shareholders' meeting as nonvoting delegates, effectively supervised the company's major business activities and the performance of duties by directors and senior managers, better protected the interests of shareholders, the interests of the company and the legitimate rights and interests of employees, and promoted the standardized operation of the company.
1、 Work of the board of supervisors in 2021
(I) convening of the meeting of the board of supervisors
1. On April 12, 2021, the fifth meeting of the eighth board of supervisors of the company was held on site. Three supervisors should be present at the meeting and actually three supervisors. The meeting deliberated and adopted the proposal on requesting Yiyang Telecom to purchase the real estate of Yiyang Group Co., Ltd. and issued written opinions.
2. From April 27 to 28, 2021, the sixth meeting of the eighth board of supervisors of the company was held on site. Three supervisors should be present at the meeting and three actually present at the meeting. The meeting deliberated and adopted the 2020 annual report and summary, the company's report and summary for the first quarter of 2021, the work report of the company's board of supervisors in 2020, the company's 2020 financial final account report, the company's 2020 profit distribution plan, the company's 2020 internal control evaluation report The company's special report on the deposit and use of raised funds in 2020, the proposal on changes in accounting policies, and the opinions of the board of directors on the matters involved in the unqualified audit report with emphasis in the 2020 financial report Opinions on the board of directors on the special explanation on the elimination of the impact of matters involved in the negative opinion of the company's internal control audit report in 2019 and opinions on the board of directors on the special explanation on the elimination of the impact of matters involved in the audit report in 2019, a total of 12 proposals.
3. On July 11, 2021, the seventh meeting of the eighth board of supervisors of the company was held on site. The board of supervisors should have 3 supervisors and actually 3 supervisors. The meeting deliberated and adopted the proposal on requesting the board of supervisors of the company to establish a special investigation team to verify the performance of directors' duties. On December 31, 2021, the special team completed the investigation and disclosed the investigation results.
4. On August 26, 2021, the eighth meeting of the eighth board of supervisors of the company was held by video conference.
The board of supervisors should have 3 supervisors and actually 3 supervisors. The meeting reviewed and approved the company's 2021 semi annual report and summary, and issued written opinions on the review of periodic reports.
5. On October 25, 2021, the ninth meeting of the eighth board of supervisors of the company was held on site. The board of supervisors should have 3 supervisors and actually 3 supervisors. The meeting reviewed and approved the third quarter report of the company in 2021 and issued written opinions on the review of periodic reports.
(II) attendance at the board of directors and general meeting of shareholders as nonvoting delegates
In 2021, all supervisors of the company attended all the board of directors and general meetings of shareholders as nonvoting delegates, and supervised the convening and resolutions of the general meeting of shareholders.
(III) resignation and by election of employee representative supervisors
Ms. sun Hongwei, the employee representative supervisor of the eighth board of supervisors of the company, retired at the age of and applied for resignation as a supervisor. According to the relevant provisions of the company law and the articles of association, the company held a staff representative meeting on October 27, 2021, deliberated and agreed to elect Ms. Gao Hongxia as the staff representative supervisor of the eighth board of supervisors of the company. The term of office starts from November 1, 2021 to the expiration date of the eighth board of supervisors of the company.
Resume of Employee Representative Supervisor:
Ms. Gao Hongxia, born in 1978, Han nationality, with a bachelor's degree from Beijing Jiaotong University, joined Yiyang Xintong in 2003. He has many years of experience in business negotiation, procurement and supplier management, and rich experience in process management, formulation and implementation. He used to be the senior business manager, director assistant and deputy director of the company's business procurement department, and now he is the deputy director (presiding over the work) of the company's business procurement department.
2、 Opinions of the board of supervisors on relevant matters of the company in 2021
In 2021, the board of supervisors supervised the company's business activities in strict accordance with the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, attended all meetings of the board of directors and the general meeting of shareholders during the reporting period, and considered that the convening and decision-making procedures of the board of directors and the general meeting of shareholders of the company were legal and the resolutions were effective. The company has established a relatively perfect corporate governance structure. The board of directors can standardize the operation and strictly implement the resolutions of the general meeting of shareholders. The directors, President and other senior managers of the company are rigorous in their work, and there is no violation of laws, regulations, articles of association or damage to the interests of the company when performing their duties.
(I) written comments on the proposal of Yiyang Xintong to acquire the real estate of Yiyang Group Co., Ltd
The board of supervisors held that the matters related to the acquisition of its real estate requested by the company's controlling shareholder Yiyang group have been settled
The transaction price of this related party transaction is based on the appraisal value determined in the asset appraisal report. The transaction price is fair and reasonable. The transaction procedures and payment terms protect the interests of the listed company to the greatest extent, do not damage the legitimate rights and interests of the company and all shareholders, and will not affect the sustainable operation ability and independence of the company.
However, considering the reasons for this transaction and referring to similar transaction cases in the company's history, it is suggested that the repurchase pricing should be combined with the market conditions and have a reasonable premium on the basis of not lower than the transaction price, so as to ensure the interests of the company and all shareholders.
When the board of Directors voted on the proposal, the related directors withdrew, the voting procedures were in line with the relevant provisions of the company law, the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange and the articles of association, and the resolutions formed at the meeting were legal and effective.
(II) opinions of the board of supervisors on the 2020 annual report and summary
The board of supervisors believes that: 1. The preparation and review procedures of the 2020 annual report comply with the provisions of relevant laws, regulations and the articles of Association; 2. The content and format of the report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained truly reflects the operation, management and financial status of the company from all aspects; 3. Before putting forward this opinion, it is not found that the personnel involved in the preparation and deliberation of the 2020 annual report have violated the confidentiality provisions.
(III) opinions of the board of supervisors on the report and summary of the first quarter of 2021
The board of supervisors believes that: 1. The preparation and review procedures of the first quarter report of 2021 comply with the provisions of relevant laws, regulations and the articles of Association; 2. The content and format of the report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained truly reflects the operation, management and financial status of the company from all aspects; 3. Before putting forward this opinion, it is not found that the personnel involved in the preparation and review of the report for the first quarter of 2021 have violated the confidentiality provisions.
(IV) opinions of the board of supervisors on the profit distribution plan for 2020
The board of supervisors believes that the plan has been voted and adopted at the 9th meeting of the 8th board of directors of the company, and the voting procedures comply with the articles of association and other relevant provisions. The proposed non distribution of profits in this year is the result of comprehensive consideration of factors such as the development of the company and the long-term interests of shareholders.
(V) opinions of the board of supervisors on the internal control evaluation report in 2020
The board of supervisors believes that the self-evaluation report of the company's internal control truly, completely and objectively reflects the actual situation of the company's internal control. The company has established a relatively sound internal control system and formulated a relatively perfect and reasonable internal control system, which meets the requirements of relevant national laws, administrative regulations and securities regulatory authorities.
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(VI) opinions of the board of supervisors on the proposal of accounting policy change
The board of supervisors believes that the change of the company's accounting policy is a reasonable change of accounting policy in accordance with the relevant provisions of the accounting standards for Business Enterprises No. 21 - leasing issued by the Ministry of Finance and in combination with the actual situation of the company, in line with the relevant provisions of the accounting standards for business enterprises and relevant laws and regulations, and will not have a significant impact on the company's financial status, operating results and cash flow. The implementation of the changed accounting policies can objectively and fairly reflect the company's financial situation and operating results, and there is no damage to the interests of the company and all shareholders. The accounting policy decision-making process complies with the provisions of relevant laws and regulations and the articles of association, and there is no situation that damages the interests of shareholders, especially small and medium-sized shareholders.
(VII) opinions of the board of supervisors on the special instructions on the occupation of non operating funds and suspected illegal guarantees in 2020
In accordance with the relevant provisions of the notice on regulating the capital exchanges between listed companies and related parties and the external guarantee of listed companies (zjf [2005] No. 56) and the notice on regulating the external guarantee behavior of listed companies (zjf [2005] No. 120), as the supervisor of the company, we have carefully checked the occupation of non operating funds and external guarantee of the company in 2020 and up to the disclosure date, We believe that we agree with the solution of non recurring fund occupation and suspected illegal guarantee in the special statement of the board of directors, which is conducive to solving the relevant problems faced by the company and protecting the interests of listed companies and minority shareholders.
(VIII) the opinions of the board of supervisors on the special statement of the board of directors on the elimination of the impact of matters involved in the negative opinions of the internal control audit report in 2019
The board of supervisors believes that the special statement of the board of directors of the company truly reflects the rectification of the major defects mentioned in the negative opinion, the elimination procedures implemented by the company operate effectively, and the board of supervisors of the company has no objection to the special statement made by the board of directors.
(IX) the opinions of the board of supervisors on the special statement of the board of directors on matters that cannot be expressed in the 2019 audit report and the impact of related matters has been eliminated
The board of supervisors believes that the objective explanation of the matters involved by the board of directors of the company reflects the real situation of the matter and complies with the provisions of relevant normative documents and regulations issued by the CSRC and Shanghai Stock Exchange. The board of supervisors of the company has no objection to the special explanation made by the board of directors.
(x) opinions of the board of supervisors on the special instructions on matters involved in the unqualified audit report with emphasis in the 2020 financial report of the company
The board of supervisors believes that the board of directors of the company has issued special instructions on the matters involved in the unqualified audit report with emphasis paragraphs issued by Dahua Certified Public Accountants (special general partnership), and recognized and respected its independent judgment
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Break. The board of supervisors of the company agrees with the special instructions issued by the board of directors.
（11） Opinions of the board of supervisors on the proposal to request the board of supervisors of the company to establish a special investigation team to verify the performance of directors
The board of supervisors believed that the board of supervisors attached great importance to the performance of directors' duties raised by the proposing shareholders and agreed to establish a special investigation team to verify the real situation. Among them, three supervisors of the board of supervisors served as members of the special investigation team, the chairman of the board of supervisors served as the leader of the investigation team, and the special investigation team was responsible to the board of supervisors. Meanwhile, the board of supervisors agreed to send a letter to the board of directors to indicate the above special investigation arrangements.
（12） Opinions of the board of supervisors on the company's 2021 semi annual report and summary
The board of supervisors believes that the preparation and review procedures of the company's 2021 semi annual report comply with laws, regulations and relevant provisions of Shanghai Stock Exchange; The information contained in the report truly, accurately and completely reflects the company's main business and financial situation in the current period, and there are no false records, misleading statements or major omissions. （13） Opinions of the board of supervisors on the third quarter report of the company in 2021
The board of supervisors believes that: 1. The preparation and review procedures of the third quarter report of 2021 comply with the provisions of relevant laws, regulations and the articles of Association; 2. The content and format of the report comply with the provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and the information contained truly reflects the operation, management and financial status of the company from all aspects; 3. Before putting forward this opinion, it is not found that the personnel involved in the preparation and review of the third quarter report of 2021 have violated the confidentiality provisions.
3、 Concluding observations
As the supervisor of the company, in 2021, we faithfully performed the duties of supervisor in strict accordance with the requirements of relevant laws, regulations and company systems, prudently and seriously exercised the rights conferred by the company and shareholders, actively paid attention to the company's operation and management, development strategy and financial situation, and expressed fair and objective opinions on the major issues considered by the board of directors of the company; Special investigations were organized on the issues concerned by minority shareholders, which provided professional support for the scientific and efficient decision-making of the board of directors and the standardized operation of the company, and effectively safeguarded the legitimate rights and interests of all shareholders, especially minority shareholders.
Bright Oceans Inter-Telecom Corporation(600289) board of supervisors April 27, 2022
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