Securities board of supervisors Announcement No.: Leo Group Co.Ltd(002131)
During the reporting period, Leo Group Co.Ltd(002131) (hereinafter referred to as “the company”) all members of the board of supervisors performed their duties diligently and conscientiously in strict accordance with the company law and other relevant laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other requirements, and effectively supervised the daily performance of the directors and senior managers of the company, as well as the company’s operation, financial status, related party transactions, foreign investment and other major matters, It has better safeguarded the legitimate rights and interests of the company and all shareholders. The performance of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
In 2021, the company held five meetings of the board of supervisors, as follows:
1. The company held the 19th meeting of the 5th board of supervisors on March 6, 2021. The meeting deliberated and adopted the proposal on the election of non employee supervisors of the 6th board of supervisors and the proposal on the purchase of liability insurance for directors and senior supervisors. The resolution announcement of the board of supervisors was published in securities times, Shanghai Securities News, China Securities News, securities daily and cninfo.com on March 9, 2021（ http://www.cn.info.com.cn. ）Come on. 2. The company held the first meeting of the sixth board of supervisors on March 24, 2021. The meeting deliberated and adopted the proposal on the election of the chairman of the sixth board of supervisors. The resolution announcement of the board of supervisors was published in the securities times, Shanghai Securities News, China Securities News, securities daily and cninfo.com on March 25, 2021（ http://www.cn.info.com.cn. ）Come on.
3. The company held the second meeting of the sixth board of supervisors on April 29, 2021, The meeting deliberated and approved the work report of the board of supervisors in 2020, the final financial statement report in 2020, the annual report and summary in 2020, the profit distribution plan in 2020, the internal control evaluation report in 2020, the special report on the annual storage and use of raised funds in 2020, and the proposal on the company’s use of some idle raised funds and self owned funds for cash management Proposal on changes in accounting policies, proposal on prediction of daily related party transactions in 2021, full text and text of the report for the first quarter of 2021, proposal on provision for asset impairment, provision for credit impairment and write off of some assets in 2020. The resolution announcement of the board of supervisors was published in the securities times, Shanghai Securities News, China Securities News, securities daily and cninfo.com on April 30, 2021（ http://www.cn.info.com.cn. ）Come on.
4. The company held the third meeting of the sixth board of supervisors on August 30, 2021. The meeting deliberated and adopted the proposal on the company’s 2021 semi annual report and summary.
5. The company held the fourth meeting of the sixth board of supervisors on October 29, 2021, at which the proposal on the third quarter report of the company in 2021 was deliberated and adopted.
2、 Independent opinions of the board of supervisors on the following matters
1. Legal operation of the company
The board of supervisors of the company performed its duties in accordance with the company law and other relevant laws and regulations and the articles of association, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, and supervised and inspected the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders and the performance of the duties of directors and senior managers.
The board of supervisors believes that the decision-making procedures for major matters of the company comply with the company law and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association. The operation of the board of directors was standardized, the decision-making was reasonable, the procedures were legal, and the resolutions of the general meeting of shareholders were seriously implemented; The directors and senior managers of the company shall perform their duties with due diligence, and shall not violate laws, regulations, the articles of association or damage the interests of the company and shareholders when performing their duties.
2. Financial situation of the company
During the reporting period, the board of supervisors carefully inspected the company’s financial system and financial operation, reviewed the company’s 2021 financial report and other documents, and carefully inspected the company’s financial management and financial status. The board of supervisors believes that the company has sound financial and accounting system, reasonable financial structure and good financial condition. The quarterly financial report, semi annual financial report and annual financial report of the company truly and objectively reflect the financial status and operating results of the company in each period of 2021, without any false records, misleading statements or major omissions. The standard unqualified audit report issued by Tianjian Certified Public Accountants (special general partnership) on the company’s 2021 financial statements is objective and fair.
3. Internal control of the company
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. The board of supervisors believes that the company’s self-evaluation report on internal control in 2021 truly and comprehensively reflects the current actual situation of the company’s internal control system construction, internal control implementation and supervision and management, which is conducive to the company’s further improvement of the construction of internal control system and ensuring the legal and compliant operation of internal control system. We will also continue to supervise the operation and development of the company’s internal control system and urge the company to continuously improve its internal governance.
4. Related party transactions
During the reporting period, the board of supervisors of the company supervised and verified the related party transactions of the company in 2021 in accordance with the requirements of the articles of association and the decision rules for related party transactions. The board of supervisors held that in 2021, the related party transactions of the company followed the principles of fairness and rationality, and the decision-making procedures were in line with relevant laws, regulations and normative documents
Leo Group Co.Ltd(002131)
And the articles of Association; There is no manipulation of the company’s profits through related party transactions, and there is no behavior damaging the interests of the company and shareholders.
5. External guarantee of the company
No guarantee was provided to the wholly-owned subsidiaries and other subsidiaries during the reporting period. The company and its holding subsidiaries did not have overdue guarantees, guarantees involving litigation and losses due to the judgment of losing the guarantee.
After verification, the board of supervisors believes that the company has established a perfect external guarantee risk control system to strictly control the external guarantee risk and avoid illegal guarantee behavior. The above external guarantee of the company has fulfilled the necessary review and disclosure procedures in accordance with laws and regulations, the articles of association and relevant systems, meets the requirements of the company’s internal control system, and there is no illegal external guarantee.
3、 2022 annual work plan of the board of supervisors
In 2022, the board of supervisors will continue to faithfully perform its supervision duties in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, the articles of association, the rules of procedure of the board of supervisors and other relevant provisions, and supervise and inspect the business behavior of the company’s directors and senior managers according to law; At the same time, the board of supervisors will continue to strengthen the implementation of the supervision function, track the new requirements of the regulatory authorities, strengthen training and learning, actively carry out investigation and research, attend relevant meetings according to law, timely grasp the legitimacy and compliance of the company’s major decision-making matters and various decision-making procedures, further promote the standardized operation of the company and effectively safeguard the legitimate rights and interests of the company and all shareholders Leo Group Co.Ltd(002131) board of supervisors April 30, 2022
