Shenzhen Changfang Group Co.Ltd(300301)
Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Shenzhen Changfang Group Co.Ltd(300301) (hereinafter referred to as “the company”) conscientiously performed its supervision duties in strict accordance with the company law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, and exercised the function of supervision and inspection on the company’s legal operation, financial management and related party transactions. The board of supervisors of the company maintained the overall interests of the company, the legitimate rights and interests of shareholders The establishment and improvement of corporate governance structure has been effectively supervised. 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 seven meetings, namely:
1. On January 10, 2021, the fifth meeting of the Fourth Board of supervisors was held on site in the company’s conference room, and the proposal on developing bill pool business was deliberated and adopted.
2. On April 26, 2021, the sixth meeting of the fourth session of the board of supervisors was held in the company’s conference room in an on-site manner. The proposal on the work report of the board of supervisors in 2020, the proposal on the annual report and its summary in 2020, the proposal on the profit distribution plan in 2020, the proposal on the final account report in 2020, and the proposal on the self-evaluation report of internal control in 2020 were deliberated and adopted Proposal on the special report on the deposit and use of raised funds in 2020, proposal on the remuneration of supervisors in 2020, proposal on the re demonstration and termination of some raised investment projects, proposal on the full text of the report for the first quarter of 2021, proposal on the renewal of Dahua Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 Proposal on the provision for asset impairment and write off of bad debts in 2020, proposal on the application of the company and its subsidiaries to the bank for credit line, estimated guarantee line and the development of bill pool / asset pool business in 2021.
3. On May 28, 2021, the seventh meeting of the Fourth Board of supervisors was held on site in the company’s conference room, and the proposal on the implementation of debt restructuring was deliberated and adopted.
4. On August 2, 2021, the 8th meeting of the 4th board of supervisors was held in the company’s conference room by combining on-site and communication, and the proposal on by election of non employee representative supervisors of the 4th board of supervisors was deliberated and adopted.
5. On August 20, 2021, the 9th meeting of the 4th board of supervisors was held in the company’s conference room in an on-site manner, and the proposal on terminating the raised investment projects and permanently replenishing the remaining raised funds with working capital and the proposal on continuing to postpone the return of idle raised funds were deliberated and adopted.
6. On August 26, 2021, the 10th meeting of the 4th board of supervisors was held in the company’s conference room in an on-site manner. The proposal on the company’s 2021 semi annual report and its summary and the proposal on the special report on the deposit and use of the company’s 2020 semi annual raised funds were deliberated and adopted.
7. On October 25, 2021, the 11th meeting of the 4th board of supervisors was held on site in the company’s conference room, and the proposal on the company’s third quarter report in 2021 was deliberated and adopted.
2、 Review opinions of the board of supervisors on relevant matters
During the reporting period, the board of supervisors of the company, in accordance with the relevant provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, earnestly performed 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, and comprehensively supervised the company’s legal operation, financial status, raised funds, related party transactions, external guarantee, internal control, etc, After careful deliberation, it is agreed that: 1. The operation of the company according to law
In strict accordance with the provisions of the company law and the articles of association, the board of supervisors of the company earnestly performed its duties, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, supervised the operation of the company in accordance with the law in 2021, and believed that the operation of the board of directors of the company was standardized, the decision-making was reasonable, the procedures were legal, earnestly implemented the resolutions of the general meeting of shareholders, faithfully fulfilled the obligation of good faith, and a relatively perfect internal control system was established within the company. The directors and senior managers of the company do not violate laws, regulations, the articles of association or damage the interests of the company when performing their duties.
2. Check the company’s financial situation
During the reporting period, the board of supervisors conducted careful and effective supervision, inspection and audit on the company’s financial status and financial management in 2021. Dahua Certified Public Accountants (special general partnership) (hereinafter referred to as “Dahua certified public accountants”) issued an audit report that could not express an opinion after auditing the company’s 2021 financial report.
The board of supervisors recognizes the audit report issued by Dahua certified public accountants, and will earnestly perform its duties, urge the board of directors and management of the company to take effective measures to eliminate the impact of matters involved in the audit report, actively promote relevant work, and effectively safeguard the legitimate rights and interests of the company and all shareholders.
3. Use of raised funds
After inspecting the use and management of the company’s raised funds during the reporting period, it is considered that the company uses and manages the raised funds in strict accordance with relevant laws and regulations, and there is no illegal use of the raised funds. The sixth meeting of the Fourth Board of supervisors deliberated and approved the proposal on the re demonstration and termination of some raised investment projects, the ninth meeting of the Fourth Board of supervisors deliberated and approved the proposal on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital, and the proposal on continuing to postpone the return of idle raised funds, It is agreed that the company will terminate the “lighting energy-saving service project based on PPP mode” and the ” Shenzhen Changfang Group Co.Ltd(300301) rectangular building construction project” and permanently supplement the working capital with the remaining funds raised by the company’s non-public offering of shares in 2016. It is agreed that the company will continue to postpone the return of idle raised funds of 120 million yuan until September 8, 2021. The board of supervisors held that since the company’s raised investment project “lighting energy-saving service project based on PPP mode” has been shelved for more than one year, the company will re study and evaluate the raised investment project. After demonstration, it is considered that the implementation difficulty and investment income of the raised investment project are quite different from those expected, and continuing to implement according to the original scheme does not meet the development needs of the company. The feasibility has changed, and the company’s plan to terminate the raised investment project meets the needs of the actual situation; The termination of the ” Shenzhen Changfang Group Co.Ltd(300301) rectangular building construction project” and the permanent replenishment of the remaining funds raised by the company’s non-public offering of shares in 2016 to the working capital have fulfilled the necessary decision-making procedures, in line with the relevant provisions of the CSRC and Shenzhen Stock Exchange, and there is no damage to the interests of shareholders. The termination of some investment projects with raised funds and the permanent supplement of the remaining raised funds to working capital is a prudent decision based on the actual situation of the company, which is conducive to improving the use efficiency of raised funds and will not have an adverse impact on the production and operation of the company, which is in line with the interests of the company and all shareholders; Continuing to postpone the return of idle raised funds and continue to be used to supplement working capital is a decision made based on the actual situation of the company, which is conducive to improving the use efficiency of raised funds and reducing the financial expenses of the company, without damaging the interests of the company and all shareholders.
4. Related party transactions
The related party transactions of the company in 2021 were verified, and there was no damage to the listed company and its shareholders.
5. Acquisition and sale of assets by the company
After careful verification, it is considered that: during the reporting period, no insider trading was found, and there was no behavior damaging the interests of shareholders or causing the loss of assets of the company.
6. External guarantee, equity and asset replacement
After careful verification, it is considered that in 2021, the company applied to the bank for the credit line and provided joint and several liability guarantee for the subsidiary within the scope of Huizhou Industrial Park and consolidated statements for the sale of Huizhou rectangular lighting energy saving Technology Co., Ltd., a wholly-owned subsidiary. The financial risk is within the scope of effective control, and the guarantee provided by the company will not damage the interests of the company and shareholders. The company does not provide guarantees for units outside the scope of the consolidated statements, nor does it provide other guarantees for controlling shareholders and other related parties, any other legal person or unincorporated unit or individual, nor does it provide overdue external guarantees, non monetary transactions and asset replacement, nor does it damage the interests of shareholders or cause the loss of assets of the company.
7. Comments on the self-evaluation report of internal control
In accordance with the company law, the securities law and the relevant provisions of Shenzhen Stock Exchange on GEM listed companies, the company has formulated various internal control systems, formed a relatively systematic corporate governance framework and improved the corporate governance structure.
During the reporting period, it was found that the company did not implement effective control over the subsidiary kangmingsheng, and there were important defects in internal control. The company’s 2021 internal control self-evaluation report objectively and truly reflected the actual situation of the establishment and operation of the company’s internal control system.
3、 Key points of work of the board of supervisors in 2022
In 2022, the board of supervisors will continue to perform its duties faithfully and diligently, and promote the improvement of the corporate governance structure and the standardized operation of operation and management. Focus on the following aspects:
1. Attach importance to self-study, actively participate in relevant training organized by regulatory agencies and industry associations, and continue to promote the self construction of the board of supervisors;
2. Attend the general meeting of shareholders and the board of directors in accordance with the law, timely grasp the legitimacy of the company’s major decision-making matters and various decision-making procedures, and safeguard the interests of the company and all shareholders;
3. Strengthen supervision and inspection to prevent business risks. Strengthen the supervision and verification of the company’s investment, external guarantee, property disposal, related party transactions, insider trading and other major matters; Inspect the financial situation of the company according to law; Strengthen communication with the company’s internal audit department, further supervise the effectiveness of internal control, urge the board of directors and management to strengthen the control of subsidiaries, understand and master the company’s operating conditions and prevent enterprise operating risks.
4. Continue to assist the management to strengthen the control of the subsidiary kangmingsheng. In 2021, after learning that the company did not implement effective control over its subsidiary Kang Mingsheng, the board of supervisors sent supervisors to Kang Mingsheng together with the management to negotiate with the management team on measures to strengthen control. In 2022, we will continue to assist the management in proposing rectification measures to strengthen the control of kangmingsheng and supervise the implementation.
Shenzhen Changfang Group Co.Ltd(300301) board of supervisors
April 29, 2022
