Hichain Logistics Co.Ltd(300873)
Work report of the board of directors in 2021
In 2021, the board of directors of the company, in accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations, as well as the articles of association, and in accordance with the requirements of the rules of procedure of the board of directors of the company, Earnestly perform the responsibilities entrusted to the board of directors by the company and the general meeting of shareholders, strictly implement the resolutions of the general meeting of shareholders, diligently carry out the annual work, actively promote the implementation of the resolutions of the board of directors, constantly standardize corporate governance, and ensure the scientific decision-making and standardized operation of the board of directors. The main work of the board of directors in 2021 is reported as follows:
1、 Annual operation of the company
During the reporting period, the company achieved an operating revenue of 1.468 billion yuan, a year-on-year increase of 36.66%; The net profit attributable to the shareholders of the listed company was 309 million yuan, a year-on-year increase of 58.7% 81%； The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 212 million yuan, a year-on-year increase of 31.38%. The freight volume of the company in the whole year was 1.35 million tons, a year-on-year increase of 28%, and the number of customs declaration tickets was 740000, a year-on-year increase of 17%; 5.02 million Torr in and out of warehouse, with a year-on-year increase of 42.21%.
2、 Daily work of the board of directors
(I) meetings of the board of directors held during the reporting period
During the reporting period, eight meetings of the board of directors were held, and the directors of the company attended the meeting in person. There was no entrusted attendance or absence. The notice, convening, convening and voting procedures of the meeting met the provisions of relevant laws and regulations and the articles of association. The specific deliberation matters are as follows:
No. date of the session proposal
1. Proposal on 2020 general manager’s work report;
The second board of directors 2. Proposal on the work report of the board of directors in 2020;
1 the 8th meeting 2021 / 3 / 1 3. Proposal on 2020 financial final accounts report;
4. Proposal on the full text and summary of 2020 annual report;
5. Proposal on 2020 profit distribution plan;
6. Proposal on self evaluation report of internal control in 2020; 7. Proposal on the special report on the deposit and use of raised funds in 2020;
8. Proposal on reappointment of audit institutions in 2021;
9. Proposal on the prediction and confirmation of daily connected transactions in 2021 and the fairness of daily connected transactions in 2020;
10. Proposal on the remuneration of directors, supervisors and senior managers in 2021;
11. Proposal on convening the 2020 annual general meeting of shareholders of the company.
2. The second board of directors 2021 / 3 / 26 1. Proposal on the appointment of senior managers of the company;
The 9th meeting 2. Proposal on developing foreign exchange hedging business.
3. The second board of directors 2021 / 4 / 22 1. Proposal on the company’s report for the first quarter of 2021; 10th meeting 2. Proposal on changes in accounting policies.
The second board of directors 1. Proposal on the full text and summary of the 2021 semi annual report; 4 the 11th meeting 2021 / 7 / 27 2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021.
1. Proposal on using temporarily idle raised funds to temporarily supplement working capital;
5. Proposal of the 12th meeting of the second board of directors on cash management using temporarily idle raised funds on August 27, 2021;
3. Proposal on using idle self owned funds for cash management.
6. The second board of directors 2021 / 8 / 31 1. Proposal on convening the 13th meeting of the second extraordinary general meeting of shareholders in 2021.
7. The second board of directors 2021 / 10 / 21 1. Proposal on the company’s report for the third quarter of 2021. 14th Meeting
1. Proposal on signing strategic framework cooperation agreement with related parties;
8. Proposal of the 15th meeting of the second board of directors on joint investment and related party transactions with professional institutions on December 30, 2021;
3. Management system for directors, supervisors and senior managers to hold and buy and sell shares of the company.
(II) convening of shareholders’ meeting and implementation of resolutions
During the reporting period, the company held the annual general meeting of shareholders in 2020 and the first extraordinary general meeting of shareholders in 2021. The convening, convening and voting procedures of the meeting were in line with the provisions of the company law, the Listing Rules of gem shares of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the general meeting of shareholders and other laws, regulations and normative documents, The board of directors implemented the resolution according to the deliberation results of the general meeting of shareholders.
(III) work of professional committee
1. Performance of audit committee
The audit committee of the company actively performs its duties in accordance with the company law, the securities law, the articles of association and other relevant provisions. During the reporting period, the Audit Committee regularly understood the company’s financial status and operation, the improvement and implementation of the internal control system, urged and guided the internal audit department to regularly and irregularly inspect and evaluate the company’s financial management operation, and communicated with the accounting firm on the preparation of the annual audit report. During the reporting period, the audit committee held four meetings, considered the periodic reports of each period, the self-evaluation report on internal control, the use of raised funds, the final financial statement report, the work report and work plan of the internal audit department, evaluated the work of the accounting firm and put forward suggestions on Renewal of employment to the board of directors.
2. Performance of the nomination committee
During the reporting period, the nomination committee of the company held one meeting. Combined with the actual situation of the company, it put forward important and reasonable suggestions when the company hired senior executives, and earnestly performed the duties of the nomination committee.
3. Performance of remuneration and assessment committee
During the reporting period, the remuneration and assessment committee of the board of directors held a meeting to review the annual remuneration of directors, supervisors and senior managers, and truthfully disclose the relevant annual remuneration. The remuneration of the company’s directors, supervisors and senior managers is in line with the company’s remuneration management system and the current development of the company.
4. Performance of the strategy committee
During the reporting period, the strategy committee of the board of directors of the company held three meetings. Combined with the overall strategic layout of the company, it studied and put forward suggestions on major issues affecting the future development of the company, such as the layout of the company’s new network, the establishment of subsidiaries and joint foreign investment with professional institutions, and actively fulfilled the responsibilities of the strategy committee. (IV) performance of duties of independent directors
The independent directors of the company conscientiously performed their duties in accordance with the relevant provisions of the company law, the securities law, the guiding opinions on the establishment of independent director system by listed companies and the company’s independent director system, participated in the decision-making of major matters of the company, attended and attended all the board meetings and general meetings of shareholders during the reporting period, and carefully considered the proposal of the board meeting, He expressed independent opinions on major issues, fully reflected the independent status of independent directors in the board of directors and special members, safeguarded the legitimate rights and interests of the company and shareholders, and promoted the standardized operation of the company.
(V) strictly implement the information disclosure management system
During the reporting period, the company actively participated in various trainings of regulatory authorities, recommendation agencies and consulting agencies, and actively carried out relevant training and publicity on information disclosure and standardized operation during the company’s internal meetings and daily work, such as code of conduct for stock trading, information disclosure and regulatory requirements, use of raised funds Internal major event report and insider management requirements of the company. Further strictly implement the information disclosure system in accordance with the requirements of the Shenzhen Stock Exchange GEM Listing Rules and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies.
The company earnestly performs the disclosure obligations of regular reports and various temporary announcements to ensure that the information disclosure content is true, accurate and complete without false records, misleading statements and major omissions, so that investors can obtain the company’s information timely and accurately, so as to better protect the rights and interests of minority shareholders.
(VI) special actions for corporate governance of listed companies
According to the notice of Jiangsu Securities Regulatory Bureau on carrying out the special rectification of violations of stock trading of major shareholders of listed companies (hereinafter referred to as the notice) issued by Jiangsu securities regulatory bureau, the company has carefully organized, studied and implemented the requirements of the notice, relevant laws and regulations, normative documents and relevant requirements of the rules of Shenzhen Stock Exchange, Carefully conducted self-examination from the aspects of laws and regulations training, stock trading management, timely and accurate information disclosure, effective implementation of internal accountability and so on. Through self-examination, the stock trading behavior and letter phi of the company’s major shareholder directors, supervisors and senior managers are in line with the requirements of laws, regulations and normative documents.
In order to further clarify the responsibilities and establish the accountability mechanism, the company, in accordance with the requirements of the notice, the company law, the securities law, the rules for the management of the company’s shares held by directors, supervisors and senior managers of listed companies and their changes, and some provisions on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies The special management system for the holding and trading of the company’s shares by directors, supervisors and senior managers has been formulated in accordance with the business guidelines for the management of the company’s shares and their changes held by directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, and the self regulatory guidelines for listed companies in Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, The general principles and regulations on the transferability of the company’s shares, the reporting system for the purchase and sale of the company’s shares, the accountability and punishment mechanism for violations of stock trading have been clarified. The above system has been submitted to the 15th meeting of the second board of directors for deliberation and implemented in accordance with the system.
3、 Priorities of the board of directors in 2022
1. Further improve the corporate governance structure of listed companies, improve the company’s rules and regulations, improve the standardized operation level, strengthen the construction of internal control system, constantly improve the risk control system, optimize the company’s strategic planning, ensure the sustainable and healthy development of the company, and effectively protect the interests of all shareholders and the company.
2. Strengthen the management of investor relations, strengthen investor exchanges, organize relevant investor briefings and timely disclose relevant information, interpret the relevant data of the company’s operation and the issues concerned by investors for the majority of investors, and safeguard the rights and interests of investors according to law, especially the legitimate rights and interests of small and medium-sized investors.
3. Improve the daily work of the board of directors. Operate in strict accordance with the relevant requirements of laws, regulations and normative documents, take the company’s information disclosure seriously, actively implement the resolutions of the general meeting of shareholders, pay attention to collective decision-making, and improve the scientificity, efficiency and foresight of the company’s decision-making. The board of directors will further strengthen its own construction, organize relevant personnel to study and train relevant laws and regulations on information disclosure from time to time, earnestly and consciously perform the obligation of information disclosure in strict accordance with the requirements of laws and regulations such as the company law, the securities law and the rules for the listing of shares on the gem of Shenzhen Stock Exchange, so as to effectively improve the standardized operation level and transparency of the company.
4. Complete the re-election of the board of directors. The term of office of the second board of directors of the company will expire in May 2022. Carefully prepare the nomination of candidates for the board of directors and the general election, and ensure that the members of the original board of directors continue to earnestly perform the duties of the board of directors and ensure the normal work of the board of directors before the new board of directors takes office.
Hichain Logistics Co.Ltd(300873) board of directors
