Materials of 2021 annual general meeting of shareholders
Stock abbreviation: Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Stock Code: Lanzhou Ls Heavy Equipment Co.Ltd(603169)
March 11, 2002
catalogue
Agenda of the 2021 annual general meeting of shareholders 3. Meeting proposal
1. 2021 annual work report of the board of Directors 42. Work report of the board of supervisors in 2021143. Annual report and summary of 2021194, 2021 annual report of independent directors 205. About the profit distribution plan for 2021266. Proposal on the outstanding loss reaching one third of the total paid in share capital 277. Proposal on the provision for asset impairment in 2021 twenty-nine
Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Agenda of 2021 annual general meeting of shareholders
1、 Meeting time: 14:00 on March 11, 2022
2、 Venue: conference room, 6 / f Lanzhou Ls Heavy Equipment Co.Ltd(603169) 6, No. 528, west section of Huanghe Avenue, Lanzhou New Area, Lanzhou city.
3、 The host delivered a welcome speech
4、 Declare the number of participants, number of representative shares and validity of the meeting. Introduce the attendees of the meeting and the witness lawyers of the law firm.
5、 The moderator suggested the scrutineer, teller and recorder
6、 Shareholders consider the following proposals one by one:
1. Work report of the board of directors in 2021;
2. Work report of the board of supervisors in 2021;
3. Annual report and summary of 2021;
4. Report on the work of independent directors in 2021;
5. Profit distribution plan for 2021;
6. Proposal on uncovered losses reaching one third of the total paid in share capital;
7. Proposal on withdrawing the provision for asset impairment in 2021.
7、 Motion voting
8、 The scrutineer and the teller count the votes
9、 The moderator announced the voting results
10、 Shareholder statement
11、 Sign and read out the resolutions of the general meeting of shareholders
12、 Read out legal opinions
13、 Closing session
Motion 1
Lanzhou Ls Heavy Equipment Co.Ltd(603169)
Work report of the board of directors in 2021
Dear shareholders
In 2021, in the face of complex external macroeconomic environment, policy risks, fierce market competition pattern and strong self-development needs, the board of directors of Lanzhou Ls Heavy Equipment Co.Ltd(603169) (hereinafter referred to as "the company") adhered to the guiding ideology of Xi Jinping socialism with Chinese characteristics for a new era and fully implemented the spirit of the 19th National Congress of the Communist Party of China and all previous plenary sessions of the 19th CPC, We thoroughly implemented the spirit of the important speech and instructions of Xi Jinping general secretary to Gansu, focused on the policy development orientation of the energy industry, implemented the "double carbon" policy, accelerated the layout of new energy equipment manufacturing business, focused on the two core objectives of transformation and upgrading and turning losses into profits, achieved a historic breakthrough in business indicators throughout the year, and comprehensively improved the influence of the capital market, The brand image of the industry has been greatly improved to achieve a good start in the 14th five year plan. The report on the work of the board of directors in 2021 is as follows:
1、 Key work of the board of directors in 2021
(I) formulate clear development objectives and promote the full implementation, and the main business indicators have reached a new level
During the reporting period, the company insisted on taking enterprise operation and development as the key to solving all problems, comprehensively promoted high-quality development, made every effort to revitalize stock assets, improve asset utilization efficiency, enhance employee confidence and cohesion, expand business scale and improve business efficiency. Research, formulate and put forward the principles, policies and incentive measures in many aspects, such as the reward mechanism for exceeding business objectives, market development, scientific and technological innovation, and the pressure drop of "two funds", so as to promote the production and operation to turn losses into profits. Major indicators achieved a historic breakthrough, with an operating revenue of 4.037 billion yuan, a year-on-year increase of 39.17%; The net profit attributable to the shareholders of the listed company was 123 million yuan, turning losses into profits year-on-year, exceeding the annual business objectives and tasks.
(II) implement the "double carbon" policy and accelerate the layout of new energy equipment manufacturing business
During the reporting period, under the background of "double carbon" policy, traditional energy equipment entered a period of stable development, and new energy equipment manufacturing ushered in historical development opportunities. Combined with its own technical accumulation and competitive advantages in pressure vessel manufacturing, the company established and built a new energy equipment industry development pattern focusing on nuclear energy, photovoltaic and hydrogen energy equipment.
During the reporting period, the company became a member of the first batch of "Gansu energy equipment innovation Consortium" and joined the "Gansu nuclear fuel cycle technology R & D and nuclear technology application innovation Consortium" led by CNNC 404 and Lanzhou University. Through the acquisition of the inspection and maintenance service field of China Nuclear Jiahua Equipment Manufacturing Co., Ltd. (hereinafter referred to as "China Nuclear Jiahua"), and the establishment of the nuclear energy equipment business department, the company strives to build a "one body, two wings and three new" nuclear energy industry pattern, so as to improve the industrial chain and obvious regional development advantages in the field of nuclear energy equipment; In the field of photovoltaic polysilicon production equipment, the first domestic nickel base alloy (n08810) material cold hydrogenation reactor was successfully developed, and strategic cooperation agreements were signed with Asian silicon industry, Xinjiang Daqo New Energy Co.Ltd(688303) , Oriental hope and other core enterprises in the polysilicon industry, driving a significant increase in photovoltaic polysilicon equipment orders; In the field of hydrogen energy equipment, coal hydrogen production equipment and low-pressure hydrogen storage container products have been put into the market one after another, and the research and development of hydrogen energy equipment such as large-scale high-pressure hydrogen storage spherical storage tank, horizontal storage tank (45MPa / 75mpa) and microchannel heat exchanger of hydrogenation station have been smoothly promoted. During the reporting period, orders of 1.040 billion yuan were obtained in new energy fields such as nuclear energy, photovoltaic energy and hydrogen energy.
(III) capital operation contributes to transformation and upgrading and promotes reform, innovation and development
The project of non-public offering of shares was successfully completed, raising 1.33 billion yuan, optimizing the asset responsibility structure, and providing financial guarantee for the company's business development, transformation and upgrading. The successful acquisition of 55% equity of CNNC Jiahua has improved the company's nuclear energy industry chain. Try different forms of foreign investment modes, and invest in the equipment produced by the company, so as to realize the equity participation and investment in the downstream enterprise Shenmu Shengbang, and the industrial layout develops in depth to integration. We will thoroughly implement the three-year action of state-owned enterprise reform and promote the high-quality development of state-owned assets and state-owned enterprises. More than 10 corporate governance systems such as the articles of association were revised, and the corporate governance structure was more sound. During the reporting period, 39 key tasks for the three-year action of state-owned enterprise reform were completed, with a completion rate of 97.5%. Promote the full integration of sales and R & D design teams, establish a professional marketing team for market segments, and make market development more professional and accurate; Complete the digital welding workshop (phase I) project, create a new application mode of digital management of the whole welding process, and continuously upgrade the industrial intelligence.
(IV) comprehensively change the business philosophy and promote the implementation of the "amoeba" business management model
During the reporting period, the company firmly promoted the implementation of the "amoeba" operation and management model, solved business problems by market means, refined the key tasks from the two dimensions of stimulating the entrepreneurial spirit of the officers of the operation and management and improving the income of employees, signed the target responsibility letter at all levels, and clarified the reward principle beyond the business objectives.
Managers at all levels have taken the initiative, taken the lead in claiming, changed their ideas and dug deep into the market, which has completely changed the situation of waiting for benefits and passive management. The market-oriented business awareness of all employees has been effectively strengthened, and the business initiative and management responsibility have been significantly improved. During the reporting period, the operating efficiency of the company was significantly improved, the rewards exceeding the business objectives were fully realized, the incentive guidance of "more work, more results sharing" was passed, and the confidence and determination of development were strengthened.
2、 Daily work of the board of directors in 2021
During the reporting period, the board of directors of the company strictly implemented the resolutions of the general meeting of shareholders in strict accordance with the relevant provisions of the company law, the securities law, the guidelines for the governance of listed companies and the articles of association of the company, actively promoted the implementation of various decisions of the board of directors, timely studied and decided on major matters of the company, and ensured the standardized operation, pragmatism and efficiency of the board of directors. (I) operation of the board of directors
In 2021, the company held 13 meetings of the board of directors, deliberated and approved 49 proposals, including the 2020 annual report and summary of the company, the proposal on cash acquisition of the controlling interest of CNNC Jiahua Equipment Manufacturing Co., Ltd. and the proposal on foreign investment and participation in Shenmu Shengbang Chemical Co., Ltd., and made the company's business decisions in a timely and efficient manner, Ensure the smooth development of the company's business activities and give full play to the decision-making function of the board of directors. During the reporting period, the board of directors submitted 19 proposals to the general meeting of shareholders in accordance with the relevant provisions of the articles of association, and the decision-making process complied with the relevant laws and regulations, departmental rules, normative documents and the relevant provisions of the articles of association. The general meeting of shareholders adopted a combination of on-site and online voting, which fully guaranteed the right to know and vote of shareholders of the company, especially small and medium-sized shareholders, and effectively protected the rights and interests of investors. Through the separate vote counting and timely disclosure of small and medium-sized investors, the legitimate rights and interests of all investors have been safeguarded, and the participation and supervision rights of small and medium-sized investors have been effectively guaranteed. The board of directors of the company timely implemented the resolutions of the general meeting of shareholders and completed all the work authorized by the general meeting of shareholders. All directors earnestly attend the board of directors and shareholders' meeting, actively participate in training, learn relevant laws and regulations, and earnestly perform their responsibilities with integrity, diligence and responsibility.
(II) performance of each special committee of the board of directors
In 2021, the special committees of the board of directors actively carried out relevant work and earnestly performed their duties in accordance with relevant laws and regulations, normative documents and the working rules of the special committees of the company. During the reporting period, the performance of the special committees was as follows:
1. Audit Committee of the board of directors
During the reporting period, the audit committee of the board of directors of the company conscientiously performed its duties in accordance with the articles of association, rules of procedure of the audit committee of the board of directors and other relevant provisions, and held five meetings to review the periodic report, renewal of accounting firm, internal control self-evaluation report and other matters. During the regular report audit, the audit committee understood the company's financial status and operation in detail, organized and held regular annual audit meetings, actively coordinated and promoted the annual report audit, and ensured the smooth completion of the annual report audit of the company.
2. Strategy Committee of the board of directors
During the reporting period, the strategy committee of the board of directors made an in-depth analysis of the company's operating conditions and development prospects in accordance with relevant laws and regulations, the articles of association and the rules of procedure of the strategy committee of the board of directors, in combination with the economic situation at home and abroad and the characteristics of the company's industry, The strategy committee of the board of directors of the company puts forward opinions and suggestions on the company's "14th five year plan" development strategy, ensures the scientificity of the company's development plan and strategic decision-making, and guides and urges the company's planning and development department to do a good job in the preparation of the company's "14th five year plan" development strategic plan. 3. Nomination Committee of the board of directors
During the reporting period, the nomination committee of the board of directors actively performed its duties in accordance with relevant laws and regulations, the articles of association and the rules of procedure of the nomination committee of the board of directors, reviewed the qualifications of candidates for new directors and senior managers, and considered them qualified and capable to serve as directors and senior managers of listed companies, It provides a guarantee for the standardized and effective operation of the company's board of directors and management.
4. Remuneration and assessment committee of the board of directors
During the reporting period, the remuneration and assessment committee of the board of directors of the company performed its duties diligently in accordance with relevant laws and regulations and the articles of association and the rules of procedure of the remuneration and assessment committee of the board of directors, reviewed the remuneration policies and plans of the directors and senior managers of the company, and believed that the remuneration paid by the company to the directors and senior managers disclosed in the annual report was fair and reasonable, Comply with relevant salary policies and assessment standards of the company.
(III) performance of independent directors
During the reporting period, the three independent directors of the company performed their duties honestly, diligently and independently in strict accordance with the provisions and requirements of the company law, the securities law, the guiding opinions on the system of independent directors of listed companies and other relevant laws and regulations, exercised their powers, actively attended relevant meetings, understood the operation of the company and earnestly safeguarded the interests of minority shareholders. The independent directors carefully considered various proposals of the board of directors, fully expressed their opinions on major matters related to the company, and expressed relevant opinions on matters requiring prior approval or independent opinions of independent directors as required, giving full play to the role of independent directors and providing effective guarantee for the scientific decision-making of the board of directors.
(IV) convening of the general meeting of shareholders and implementation of the resolutions of the general meeting of shareholders
During the reporting period, the company held one annual general meeting and four extraordinary general meetings, deliberated and passed 19 proposals, and decided on matters such as profit distribution, renewal of accounting firm, cash acquisition of controlling shares of CNNC Jiahua, etc. the board of directors and management implemented all resolutions of the general meeting of shareholders.
(V) information disclosure and insider management
During the reporting period, the board of directors of the company disclosed information truthfully, accurately, completely and timely in strict accordance with laws and regulations, departmental rules, listing rules of Shanghai Stock Exchange and other normative documents, as well as the articles of association and information disclosure management system of the company, and did a good job in confidentiality before information disclosure, In the whole year, a total of 4 regular reports and 95 temporary announcements were disclosed on the designated information disclosure media, timely reporting the company's financial and operation information to shareholders and the public, so as to ensure that investors understand the major issues of the company in a timely manner. There are no false records, misleading statements or major omissions in the company's information disclosure.
During the reporting period, the company registered insiders of inside information in strict accordance with the relevant provisions of the registration and management system for insiders of inside information for major matters such as periodic reports, non-public offering of shares and equity acquisition. There was no early disclosure or improper use of sensitive information in 2021, No insider trading of the company's shares has occurred.
(VI) Investor Relations Management
The company attaches great importance to the management of investor relations, strengthens the communication between the company and investors by establishing a multi-channel and diversified investor communication mode, and strives to build an efficient and smooth information communication mechanism. During the reporting period, the company fulfilled the daily necessary information disclosure obligations as required, answered 49 questions from investors on the SSE e interactive platform, actively strengthened contact and communication with investors, especially small and medium-sized investors, and maintained a good interactive communication relationship with investors through various channels such as receiving investors' visits, answering investors' hotlines and sending emails, And timely transmit the reasonable opinions and suggestions of investors to the management of the company, form a good interactive and mutual trust relationship with investors, and enhance the public trust of investors
