Zhongtian Financial Group Company Limited(000540)
Work report of the board of supervisors in 2021
In 2021, Zhongtian Financial Group Company Limited(000540) (hereinafter referred to as "the company") conscientiously performed the duties entrusted by the general meeting of shareholders in strict accordance with the company law, the securities law, the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of supervisors and other relevant laws, administrative regulations, departmental rules and normative documents as well as the relevant requirements of the company's rules and regulations, Pay close attention to the company's production and operation activities, attend the company's general meeting of shareholders, attend the company's board of directors as nonvoting delegates, timely convene the working meeting of the board of supervisors for major matters of the company, and effectively supervise the company's business activities, financial status, major decisions, information disclosure and the performance of duties of directors and senior managers. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors
During the reporting period, the board of supervisors of the company held four meetings, and the convening, convening, deliberation and voting procedures of the meetings were in line with the relevant provisions of the company law and the articles of association. The details are as follows:
No. date of the session of the conference matters considered and adopted
1. Proposal on the work report of the board of supervisors in 2020;
2. Proposal on the company's 2020 annual report and its summary;
3. Proposal on the company's 2020 profit distribution plan;
1. The 8th board of supervisors April 4, 2021 Proposal on the self-evaluation report of the company's internal control in 2020; 8th meeting 28 August
5. Proposal on the company's provision for asset impairment;
6. Proposal on changes in accounting policies;
7. Matters related to the board's reservations on the 2020 audit report
No. date of the session of the conference matters considered and adopted
Proposal of special instructions;
8. Proposal on the full text and text of the company's report for the first quarter of 2021.
2. Proposal of the eighth board of supervisors on the company's semi annual report and its summary in August 2021.
9th meeting 26 May
The 8th board of supervisors in 2021
3. Proposal on the third quarter report of the company in 2021 at the 10th meeting on October 26.
day
4 proposal of the 8th board of supervisors on selling 100% equity of Zhongtian Urban Investment Group Co., Ltd. in 2021.
11th meeting 1 December
2、 Performance and review opinions of the board of supervisors
(I) performance supervision of the board of directors, senior management and their members
In accordance with laws and regulations, normative documents and rules and regulations, the board of supervisors shall supervise the convening procedures and resolutions of the board of directors, the implementation of resolutions of the general meeting of shareholders by the board of directors and directors, the implementation of relevant resolutions of the general meeting of shareholders, the board of directors and the board of supervisors by senior managers of the company and the performance of their members. The convening, deliberation and voting of the board meeting in 2021 were carried out in accordance with laws, regulations and rules. All resolutions were legal and effective, and there was no damage to the interests of the company and shareholders. The senior management and its members are conscientious and diligent, and there is no damage to the interests of the company or shareholders.
(II) supervision of financial situation
The board of supervisors reviewed the company's financial status, accounting statements and financial data, reviewed the periodic reports and issued audit opinions.
The board of supervisors supervised and verified the regular reports, financial statements, financial status and operating results of the company in 2021, and believed that the preparation of the company's financial statements complied with the accounting system for business enterprises, accounting standards for business enterprises and other relevant provisions; The preparation and review procedures of periodic reports comply with laws and regulations, the articles of association, the company's internal management system and other relevant provisions. ShineWing Certified Public Accountants (special general partnership) issued an audit report with non-standard opinions on the company's 2021 financial report. The content of the report truly, accurately and completely reflects the company's financial status and operating results, and there are no false records, misleading statements or major omissions.
(III) supervision of internal control
The company carefully reviewed the effectiveness of internal control in 2021, and the board of directors issued the self-evaluation report on internal control in 2021, and pointed out the general defects in the evaluation report. The board of supervisors supervised the company's internal control work in 2021. The self-evaluation report on the company's internal control in 2021 truly and objectively reflected the construction and operation of the company's internal control system, which was in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the actual situation of the company. As a supervisor of the company, we will actively supervise and urge the work of the board of directors of the company, continue to pay attention to the rectification of defects, and earnestly safeguard the interests of the company and investors.
(IV) implementation of the company's insider registration management system
During the reporting period, the company revised some provisions of the registration and management system for insiders in accordance with relevant laws and regulations. The insider information that has not been disclosed shall be filled in and strictly implemented in accordance with the company's insider information disclosure system according to the law. During the reporting period, no insider was found to use the insider information to buy and sell the company's shares. (V) inspection of the company's information disclosure management system
During the reporting period, the company revised some provisions of the information disclosure management system in accordance with relevant laws and regulations. The board of supervisors checked the revision and implementation of the company's information disclosure management system and held that the company has formulated a relatively perfect information disclosure management system and performed its disclosure obligations in a timely, accurate and complete manner in strict accordance with the requirements of relevant systems. There are no false records, misleading statements or major omissions, insider trading and other violations, and did not damage the rights and interests of the company and all shareholders. (VI) supervision of major events of the company
During the reporting period, the company revised some provisions of the internal reporting system of major information in accordance with relevant laws and regulations.
The board of supervisors checked the company's external guarantees, external financial assistance, changes in accounting policies, profit distribution plans and other major matters, and believed that the company's major matters had timely fulfilled the compliance review procedures and disclosure obligations in accordance with the requirements of relevant laws, regulations and rules, the information disclosed was true and complete, and there was no damage to the interests of the company and the rights and interests of minority shareholders.
(VII) the proposal of the board of supervisors to convene an extraordinary general meeting of shareholders
In 2021, the board of supervisors did not propose to convene an extraordinary general meeting of shareholders.
3、 Work plan for 2022
In 2022, the board of supervisors will continue to improve its sense of responsibility and ability to perform its duties, perform its duties and enhance the effectiveness of supervision in accordance with the responsibilities entrusted by the company law, the securities law and other laws and regulations, the articles of association and the rules of procedure of the board of supervisors. The board of supervisors will also strengthen communication and coordination with the board of directors and management of the company, adhere to the problem and risk orientation, strengthen the supervision and inspection of major matters such as the company's finance, production and operation and internal control, actively urge the construction and effective operation of the company's internal control system, and effectively protect the legitimate rights and interests of the company and all shareholders.
The board of supervisors of the company agreed to submit the work report of the board of supervisors in 2021 to the 2021 annual general meeting of shareholders of the company for deliberation.
Zhongtian Financial Group Company Limited(000540) board of supervisors April 29, 2022
