Zhejiang Reclaim Construction Group Co.Ltd(002586)
Work report of the board of supervisors in 2021
The company and all members of the board of supervisors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
In 2021, the board of supervisors of Zhejiang Reclaim Construction Group Co.Ltd(002586) (hereinafter referred to as "the company") conscientiously performed various duties and obligations conferred by laws and regulations and earnestly safeguarded the rights and interests of shareholders in strict accordance with the company law, securities law, articles of association, rules of procedure of the board of supervisors and other normative requirements, in the attitude of being responsible to all shareholders. By convening the board of supervisors, attending the board of directors as nonvoting delegates, attending the general meeting of shareholders, checking financial data, on-site investigation, communicating with shareholders and employees and other means, the board of supervisors of the company understands the production and operation decisions of the company, understands the due diligence of directors and senior managers of the company, and actively gives full play to the functions of the board of supervisors. The main work of the board of supervisors in 2021 is reported as follows:
1、 Work of the board of supervisors during the reporting period
In 2021, the board of supervisors of the company held nine meetings. The details are as follows:
Meeting date and resolution
On March 14, 2021, the sixth board of supervisors deliberated and adopted the proposal on correction of important accounting errors in the early stage
Eleventh meeting
Deliberated and adopted the work report of the board of supervisors in 2020, the annual report and summary in 2020, the final financial statement report in 2020, the financial budget report in 2021, and the 2020
The annual profit distribution plan of the sixth board of supervisors, the report of the 12th Special Meeting on the deposit and actual use of the company's raised funds on March 22, 2021, the proposal on the self-evaluation report on the company's internal control in 2020 Opinions of the board of supervisors on the special explanation of matters involved in the reserved opinions of the board of directors on the 2020 audit report, opinions of the board of supervisors on the special explanation of the internal control audit report with negative opinions issued by the board of directors on the accounting firm, and proposal on changes in accounting policies
On April 1, 2021, the sixth board of supervisors deliberated and approved the proposal on nominating the candidate of shareholder representative supervisor of the sixth board of supervisors
Thirteenth meeting
On April 28, 2021, the sixth board of supervisors deliberated and adopted the proposal on the report of the first quarter of 2021
14th Meeting
On April 22, 2021, the sixth board of supervisors deliberated and adopted the proposal on electing the chairman of the sixth board of supervisors of the company
Fifteenth meeting
On August 24, 2021, the sixth board of supervisors deliberated and adopted the semi annual report of 2021 and summary
Sixteenth meeting
On October 25, 2021, the sixth board of supervisors deliberated and approved the proposal on the report of the third quarter of 2021 and the proposal on closing some raised investment projects at the 17th meeting of non-public development banks and permanently replenishing the surplus raised funds with working capital
On November 17, 2021, the sixth board of supervisors deliberated and adopted the proposal on replacing accounting firms
Eighteenth meeting
On December 30, 2021, the 6th board of supervisors deliberated and adopted the proposal on signing relevant agreements and related party transactions
19th Meeting
2、 Supervision and verification opinions of the board of supervisors on relevant matters in 2021
During the reporting period, the board of supervisors of the company carefully supervised and inspected the legal operation, financial situation and raised funds of the company in strict accordance with relevant laws, regulations and the articles of association. The relevant information is as follows: 1 Check the operation of the company according to law
In 2021, the board of supervisors conscientiously performed the functions and powers conferred by the company law, the articles of association and other relevant laws and regulations, actively participated in the general meeting of shareholders, attended the meetings of the board of directors as nonvoting delegates, attended several communication meetings of directors and supervisors, understood the company's production and operation decisions, and focused on legal operation, financial situation, external guarantee, related party transactions, control of important subsidiaries, major litigation cases, raised funds and other matters, By attending these communication meetings and fully expressing opinions and suggestions, he attended the general meeting of shareholders of the company and supervised the due diligence of directors, general managers and other senior managers of the company. The board of supervisors believes that the convening and convening procedures of the company's board of directors and general meeting of shareholders comply with relevant regulations; The company continues to improve its internal control system, and the decision-making procedures comply with relevant regulations; The directors and senior managers of the company actively perform their duties, earnestly implement the resolutions of the board of directors and the general meeting of shareholders, and do not violate laws, regulations and the articles of association or damage the interests of the company and shareholders.
2. Check the company's financial situation
During the reporting period, the board of supervisors inspected and reviewed the company's financial management, financial status and changes in accounting policies. Through the verification of the company's annual, quarterly and semi annual financial status and financial results, the board of supervisors believed that the company's regular financial reports truly, objectively and completely reflected the company's financial status and operating results, and there were no major omissions and false records. The board of supervisors believes that the company should strengthen internal financial control and eliminate violations such as the use of the company's funds to provide guarantees for the controlling shareholders and their related parties, the occupation of the company's funds by the controlling shareholders and their related parties, and the borrowing of directors and supervisors.
The board of supervisors of the company reviewed the appointment of zhongxinghua as the audit institution of the company in 2021, and considered that zhongxinghua has the qualification of securities and futures related business, and has enough personnel with necessary quality, professional competence and compliance with professional ethics. The board of supervisors agreed to appoint zhongxinghua as the audit institution of the company in 2021. 3. Check the use of raised funds
In 2021, the board of supervisors supervised the use and management of the company's raised funds and held that during the reporting period, the company managed and used the raised funds in strict accordance with relevant regulations, and found no improper use of the raised funds, no disguised change in the purpose of the raised funds and damage to the interests of shareholders. In October 2021, the company closed some projects invested by raising funds through non-public offering of shares and permanently supplemented the surplus raised funds with working capital. It has fulfilled the necessary approval procedures, which is conducive to improving the efficiency of fund use and in line with the company's long-term development strategy.
The company also used its own funds to return the overdue supplementary flow raised funds in March, June, July and October 2021.
4. Check the illegal occupation of external guarantees and funds
The board of supervisors supervised and verified the company's external guarantee and illegal occupation of funds in 2021, and held that: all guarantee matters of the company comply with relevant laws and regulations, and the decision-making procedures are legal and effective; Relevant guarantee matters are conducive to the daily operation and long-term development of the company; During the reporting period, the company had no illegal external guarantee and fund occupation. At the same time, the company actively eliminated and solved the illegal guarantee and capital occupation of controlling shareholders in previous years by cooperating to promote the bankruptcy and reorganization of controlling shareholders and introducing strategic investors, so as to effectively safeguard the interests of investors, especially small and medium-sized investors. 5. Check related party transactions
The board of supervisors reviewed the agreement on restoration of control and related party transactions signed by the company with Shanghai Millennium Engineering Investment Management Co., Ltd., Zhong Chengrong, Tang Lei, Wang Yongchun and Luo Xiang. The board of supervisors believed that this matter had a positive impact on the opinion types of the company's 2021 annual audit report. The general meeting of shareholders and the board of directors of the company performed the corresponding decision-making procedures in strict accordance with relevant regulations when deliberating related party transactions, and the related directors and related shareholders strictly implemented the avoidance system when deliberating related party transactions; The process of related party transactions is fair and transparent, and there is no damage to the interests of the company and other non related shareholders, especially medium and small shareholders.
6. Check the operation of internal control system
The annual report of the board of directors on the company's internal control system and the actual situation of self-evaluation and self-evaluation issued by the board of directors during the 2021 period has been misleading, and the annual report of the board of directors on the company's internal control system and self-evaluation does not reflect the reality. In view of the internal control defects in previous years, the company has implemented responsibilities, rectified them item by item, and continuously strengthened and improved the construction of internal control system. The board of supervisors of the company will supervise the management to learn from the experience and lessons, continuously revise and improve the internal control system, refine the system implementation process and improve the internal control system in strict accordance with the relevant national regulations and the requirements of the securities regulatory department, and ensure the effective and continuous implementation of various internal controls in all links of the company's production and operation.
7. Check the insider information
The board of supervisors believes that the company has established the registration and management system for insiders of insider information, which can do a good job in the management of insider information and the registration of insiders of insider information in strict accordance with the requirements, and fully record the list of insiders of insider information in all links such as reporting, transmission, preparation, review and disclosure of insider information before public disclosure. Timely submit to the regulatory authorities as required, and establish and keep a relatively complete file of insider information. The company needs constant attention to the inside information management.
3、 2022 work plan of the board of supervisors
In 2022, all supervisors of the board of supervisors of the company will strengthen their study, strictly implement the requirements of various laws, regulations and normative documents, and implement the supervision function in accordance with the relevant provisions of laws, regulations and the articles of association of the company; Perform their duties diligently, supervise and inspect the diligence of directors and senior personnel of the company according to law; Know and supervise the legality and compliance of the company's major decision-making matters and various decision-making procedures; Highlight the key points, strengthen the supervision and inspection of the company's risk management, internal control and financial management, further improve the standard operation level of the company, promote the sustainable and healthy development of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders.
Zhejiang Reclaim Construction Group Co.Ltd(002586) board of supervisors
April 28, 2002
