Work report of the board of directors in 2021
In 2021, the board of directors of the company followed the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant laws and regulations as well as the provisions of the company’s system, earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders, carried out work diligently, organized and held 11 meetings of the board of directors and 3 general meetings of shareholders, and earnestly implemented the resolutions of the general meeting of shareholders, Timely and completely fulfilled the obligation of information disclosure, and better completed the work tasks of the board of directors this year.
1、 Operation of the company in 2021
The company is mainly engaged in the R & D, production and sales of commercial tires. Its main products include “Qianjin”, “Hercules”, “duolitong”, “Jinhu”, “King Kong” and other brand truck tires, engineering machinery tires, agricultural machinery tires, industrial vehicle (including solid) tires and special tires (such as heavy off-road tires, light rail running tires, desert transportation tires, etc.), It is one of the tire manufacturers with complete specifications and varieties of commercial tires in China. The market mainly includes replacement market, supporting market and group customers. It has agency (or distribution) institutions in various provinces and cities in China and more than 130 countries and regions abroad, and has established supporting relations with many well-known enterprises at home and abroad. The company’s main business income ranked 9th in the “tire category of top 100 enterprises of China Rubber Industry Association in 2021” issued by China Rubber Industry Association in April 2021. According to the revenue and profit of 34 tire enterprises in 2020, typress magazine published the list of top 34 global tire enterprises in 2021, and the company ranked 28th.
The continuous rebound of the epidemic in 2021 has brought serious impact and severe challenges to economic and social development. Affected by the continuous high price of raw materials and other factors, the operating cost of the tire industry remains high. The sea freight has doubled, the competition in the Chinese market has further intensified, the impact of the rise in the price of raw materials can not be fully transmitted to the downstream in time, the profit space is squeezed, the profit level is limited, and the business performance of enterprises is affected.
In the face of adverse challenges, the company adhered to the objectives and Countermeasures set at the beginning of the year. While coordinating the epidemic prevention and control, the company accelerated the adjustment of product structure and the relocation of production capacity of Zazo phase III old factory, and tried every means to find shipping positions through multiple channels. Through the joint efforts of all employees, the company completed the output of 7.1756 million tires in 2021, an increase of 9.06% over the previous year; 6.9816 million tires were sold, an increase of 5.05% over the previous year; The total operating income was 73392792 million yuan, an increase of 7.79% over the previous year; After deducting non recurring profits and losses, the net profit attributable to shareholders of listed companies was 263340100 yuan, a decrease of 55.91% over the previous year.
After deducting non recurring profits and losses in 2021, the net profit attributable to the shareholders of the listed company decreased compared with the previous year. The main reason is that the prices of main raw materials of tires such as rubber, carbon black and cord continued to rise in this period, and the rubber price fluctuated greatly, which made it more difficult for the company to control the cost of raw materials, the cost of raw materials increased sharply and the profit decreased.
2、 Meetings of the board of directors
During the reporting period, the board of directors organized and held 11 board meetings.
1. The 19th meeting of the 7th board of directors was held in the company on March 8, 2021, and the proposal on opening a special account for raised funds was deliberated and adopted.
2. The 20th meeting of the 7th board of directors was held in the company on April 12, 2021. The proposal on increasing the registered capital of the company and amending the articles of association and the proposal on replacing self raised funds invested in advance with raised funds and paid issuance expenses with raised funds were deliberated and adopted.
3. The 21st Meeting of the 7th board of directors was held in the company on April 23, 2021. It deliberated and adopted the company’s 2020 annual report and summary, the 2020 work report of the board of directors, the company’s 2020 internal control evaluation report, the company’s 2020 profit distribution plan, the independent director’s work report The summary report of the audit committee of the board of directors on the audit work of Zhonghua Certified Public Accountants (special general partnership) in 2020, the proposal on the change of accounting policies, the daily related party transactions in 2021, the proposal on renewing the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution and paying remuneration in 2021 Proposal on Amending the articles of association and proposal on convening the 2020 annual general meeting of shareholders.
4. The 22nd Meeting of the 7th board of directors was held in the company on April 29, 2021, and the report of the company for the first quarter of 2021 was reviewed and adopted.
5. The 23rd Meeting of the 7th board of directors was held in the company on June 9, 2021, which deliberated and adopted the proposal on the election of additional directors of the 7th board of directors, the proposal on Amending the rules of procedure of the general meeting of shareholders, the proposal on Amending the rules of procedure of the board of directors, and the proposal on Amending the working system of independent directors The proposal on Revising the management system for the special storage and use of raised funds, the proposal on Revising the working rules of the audit committee of the board of directors, the proposal on Revising the working rules of the nomination committee of the board of directors, and the proposal on Revising the working rules of the strategy and development Committee of the board of directors The proposal on Amending the detailed rules for the work of the remuneration and assessment committee of the board of directors, the proposal on Amending the management system for the shares of the company held by directors, supervisors and senior managers and their changes, the proposal on Amending the management system for information disclosure, the proposal on Amending the management system for the registration of insiders Proposal on formulating the working system of the Secretary of the board of directors and proposal on convening the first extraordinary general meeting of shareholders in 2021. 6. The 24th Meeting of the 7th board of directors was held in the company on July 30, 2021. The proposal on implementing the project of annual output of 950000 high-performance all steel radial tires in Vietnam and the proposal on implementing the intelligent manufacturing project of annual output of 3 million sets of high-performance all steel radial tires were considered and adopted Proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, proposal on Gui Zhou Tyre Co.Ltd(000589) public issuance of convertible corporate bonds, proposal on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds The proposal on the report on the use of the previously raised funds, the proposal on the filling measures for diluting the immediate return of the public issuance of convertible corporate bonds and the commitments of relevant subjects, the proposal on formulating the rules of the meeting of bondholders of convertible companies, the proposal on the shareholder return plan of the company for the next three years (20212023) Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the specific matters of public issuance of convertible corporate bonds and proposal on convening an extraordinary general meeting of shareholders with separate notice.
7. The 25th meeting of the 7th board of directors was held in the company on August 19, 2021. The company’s 2021 semi annual report and the special report on the deposit and use of raised funds in 2021 semi annual were reviewed and adopted.
8. The 26th meeting of the 7th board of directors was held in the company on October 25, 2021, and the report of the third quarter of 2021 was reviewed and adopted.
9. The 27th meeting of the 7th board of directors was held in the company on November 5, 2021. The proposal on the revision of the company’s plan for public issuance of convertible corporate bonds and the proposal on the report on the use of the previously raised funds were considered and adopted
10. The 28th meeting of the 7th board of directors was held in the company on December 17, 2021. The proposal on Revising the company’s investor relations management system, the proposal on reviewing the internal reporting system of the company’s major information, and the proposal on reviewing the management system of the company’s subsidiaries were considered and adopted Proposal on reviewing the management system of authorization from the board of directors to the management of the company and proposal on reviewing the management system of preventing the occupation of funds by controlling shareholders and related parties of the company.
11. The 29th meeting of the seventh board of directors was held in the company on December 23, 2021, and the proposal on the extension of investment projects with raised funds was deliberated and adopted.
3、 Performance of duties of independent directors
The independent directors of the company performed their duties in accordance with the requirements of the guidance on the establishment of independent director system in listed companies, the articles of association and the working system of independent directors of the company issued by the CSRC, focusing on the external guarantee, occupation of funds by related parties, related party transactions, internal control, annual report audit and other aspects of the company, and expressed independent opinions on relevant matters, Diligence.
1. Attendance of independent directors at the board of directors and shareholders’ meeting
Attendance of independent directors at the board of directors and shareholders’ meeting
During the reporting period, the independent directors sent out the names of the absent directors entrusted by the correspondent to attend the shareholders’ meeting twice in a row. They should attend the board meeting in the form of directors. The number of directors attending the board meeting is from the number of meetings of the board of directors to the number of meetings of the board of directors
Qin Guisheng 11 1100000 No 3
Bi Yan 11 1 100 0 0 No 3
Huang Yuegang 11 1100000 No 3
Yang Dahe 11 0 11 0 No 3
2. Objections raised by independent directors to relevant matters of the company
During the reporting period, the independent directors did not raise any objection to the relevant matters of the company.
4、 Implementation of resolutions of the general meeting of shareholders
1. During the reporting period, the board of directors proposed and organized three general meetings of shareholders.
(1) The 2020 annual general meeting of shareholders was held in the company on May 17, 2021 by combining on-site voting and online voting. It deliberated and adopted the 2020 annual report and summary of the company, the 2020 work report of the board of directors, the 2020 work report of the board of supervisors, and the 2020 profit distribution plan of the company Proposal on renewing the appointment of Zhonghua Certified Public Accountants (special general partnership) as the company’s audit institution and paying remuneration in 2021 and proposal on Amending the articles of association.
(2) The first extraordinary general meeting of shareholders in 2021 was held in the company on June 25, 2021 by the combination of on-site voting and online voting. The proposal on the election of additional directors of the seventh board of directors, the proposal on the amendment of the rules of procedure of the general meeting of shareholders, the proposal on the amendment of the rules of procedure of the board of directors Proposal on Amending the working system of independent directors, proposal on Amending the management system for special storage and use of raised funds and proposal on Amending the rules of procedure of the board of supervisors.
(3) The second extraordinary general meeting of shareholders in 2021 was held in the company on August 25, 2021 by combining on-site voting and online voting. The proposal on implementing the project of annual output of 950000 high-performance all steel radial tires by Vietnam company and the proposal on implementing the intelligent manufacturing project of annual output of 3 million sets of high-performance all steel radial tires were considered and adopted Proposal on the company’s compliance with the conditions for public issuance of convertible corporate bonds, proposal on the company’s plan for public issuance of convertible corporate bonds, proposal on Gui Zhou Tyre Co.Ltd(000589) public issuance of convertible corporate bonds, proposal on the feasibility analysis report on the use of funds raised by public issuance of convertible corporate bonds The proposal on the report on the use of the previously raised funds, the proposal on the filling measures for diluting the immediate return of the public issuance of convertible corporate bonds and the commitments of relevant subjects, the proposal on formulating the rules for the meeting of convertible corporate bondholders Proposal on the return plan for shareholders of the company in the next three years (20212023) and proposal on requesting the general meeting of shareholders to authorize the board of directors to handle specific matters of public issuance of convertible corporate bonds.
2. During the reporting period, the company earnestly implemented the resolutions of the general meeting of shareholders.
(1) Successfully implemented the plan of non-public offering of shares (reviewed and approved by the second extraordinary general meeting of shareholders in 2020). With the approval of China Securities Regulatory Commission, the company issued non-public shares at the price of 6.3 yuan per share in Shenzhen Stock Exchange on March 8, 2021, with a total of 158730158 ordinary shares. The non-public offering raised a total of 999999999540 yuan. After deducting 1564217050 yuan of listing expenses such as underwriter intermediary fees, the net amount of funds actually raised was 98435782490 yuan. The above funds have been fully paid on March 9, 2021. In 2021, the company actually invested RMB 741632600 in Vietnam’s annual output of 1.2 million all steel radial tires.
(2) Complete the annual equity distribution in 2020 (reviewed and approved by the 2020 annual general meeting of shareholders).
The 2020 profit distribution plan approved by the company’s 2020 annual general meeting of shareholders is to distribute cash to all shareholders for every 10 shares based on the total share capital of 956319462 shares after the company’s non-public offering of shares in March 2021
