Fiyta Precision Technology Co.Ltd(000026)
Work report of the board of directors in 2021
In 2021, the board of directors of Fiyta Precision Technology Co.Ltd(000026) (hereinafter referred to as “the company”) strictly complied with the company law, securities law and other laws and regulations as well as the relevant provisions of the articles of association, earnestly performed the responsibilities entrusted by the general meeting of shareholders, standardized operation and scientific decision-making, and actively promoted the development of various businesses of the company. The work of the board of directors in 2021 is reported as follows: I. work of the board of directors in 2021
(I) convening of the board of directors
In 2021, the board of directors held 12 meetings, including 2 on-site meetings and 10 communication meetings. A total of 69 topics were considered and approved. The meeting procedures were legal and compliant, and the resolutions made were legal and effective. All directors can attend the meeting on time in accordance with the rules of procedure of the board of directors and other provisions, faithfully and diligently perform their duties, and there is no failure to attend the meeting of the board of directors or absence for two consecutive times.
Attendance at the board of directors in 2021
Whether there are two consecutive names of directors who should attend the on-site meeting in this reporting period. The directors attend the entrusted meeting by means of communication. The number of directors who are absent and fail to attend the meeting of the board of directors in person plus the number of meetings of the board of directors plus the number of meetings of the board of directors
Zhang Xuhua 6 1 5 0 0 no
Xiao Yi 10 2 8 0 0 0 no
Xiao Zhanglin 12 2 100 0 no
Li peiyin 10 2 8 0 0 0 no
Deng Jianghu 4 1 3 0 0 0 no
Pan Bo 10 2 8 0 0 0 no
Wang Jianxin 12 2 100 0 no
Zhong Hongming 12 2 100 0 no
Tang Xiaofei 12 2 100 0 no
(II) annual key work of the board of directors
1. Matters related to the implementation of equity incentive plan
After deliberation and approval at the 25th meeting of the ninth board of directors held on January 15, 2021, according to the provisions of the 2018 A-share restricted stock incentive plan (phase II), the company decided to grant 7.66 million A-share restricted shares to 135 incentive objects, and the relevant shares were granted and registered for listing on January 29, 2021.
In 2021, due to the resignation of 8 original incentive objects of the company’s 2018 A-share restricted stock incentive plan (phase I) and 2018 A-share restricted stock incentive plan (phase II) and the death of 1 original incentive object, the company no longer met the incentive conditions. The company held 706780 A-share restricted shares that have been granted but have not been lifted have been repurchased and cancelled. The above matters have been deliberated and approved by the general meeting of shareholders of the company, and the relevant shares have been repurchased and cancelled.
Through deliberation and approval at the fourth meeting of the 10th board of directors held on December 28, 2021, the conditions for lifting the restrictions in the second lifting period of the company’s 2018 A-share restricted stock incentive plan (phase I) have been met, and the company has decided to handle the lifting of the restrictions on the sale of 1244421 A-share restricted shares for 114 incentive objects who meet the conditions for lifting the restrictions, Relevant shares have been listed and circulated on February 7, 2022.
2. General election of the board of directors and appointment of senior managers
In view of the expiration of the term of office of the ninth board of directors, in order to successfully complete the general election of the board of directors, the company elected Mr. Zhang Xuhua, Mr. Xiao Yi, Mr. Xiao Zhanglin, Mr. Li peiyin, Mr. Deng Jianghu and Mr. Pan Bo as non independent directors of the tenth board of directors after deliberation and approval at the 32nd meeting of the ninth board of directors and the fourth extraordinary general meeting in 2021, Mr. Wang Jianming and Mr. Zhong Xiaofei were elected as independent directors of the 10th board of directors.
In view of the expiration of the term of office of the former senior managers of the company, the company elected Mr. Zhang Xuhua as the chairman, appointed Mr. Pan Bo as the general manager, appointed Mr. Lu Wanjun, Mr. Liu Xiaoming, Mr. Li Ming and Mr. Tang Haiyuan as the deputy general managers, and appointed Mr. Chen Zhuo as the chief accountant and Secretary of the board of directors. At the same time, the company adjusted the members of the special committee under the board of directors.
In order to further strengthen the construction of basic rule of law and promote the company’s operation and compliance management according to law, the company decided to appoint Mr. Lu Wanjun as the general legal adviser after deliberation and approval at the second meeting of the 10th board of directors.
3. Strictly control risk management
Through deliberation and approval at the 27th and 32nd meetings of the 9th board of directors, the company has carried out risk assessment and control on key matters such as annual financial final accounts, prediction of related party transactions, total credit and loan lines, guarantee lines, related deposits and loans with AVIC Finance Co., Ltd. and related party transactions, so as to effectively prevent major risks in economic operation.
4. Investment and establishment of wholly-owned subsidiaries
After deliberation and approval at the 29th meeting of the 9th board of directors, the company decided to invest 10 million yuan of its own capital to establish a wholly-owned subsidiary henggeely world watch Center (Hainan) Co., Ltd. The investment and establishment of a wholly-owned subsidiary is conducive to promoting the development of relevant businesses of the company and will have a positive impact on the long-term development and benefit improvement of the company.
5. Implement profit distribution in 2020
After the deliberation and approval of the 27th meeting of the ninth board of directors and the 2020 annual general meeting of shareholders, the company will distribute RMB 4084341 in cash (including tax) to all shareholders for every 10 shares based on the number of distributable shares of 426556436, and give 0 bonus shares instead of converting the accumulation fund into share capital. The profit distribution plan has been implemented on June 3, 2021.
6. Continue to strengthen the construction of system
The company continues to improve the existing system, standardize the company’s operation and improve the level of corporate governance. In 2021, in order to implement the relevant documents and requirements of SASAC on strengthening the party’s leadership in corporate governance, strengthening the construction of the board of directors, and incorporating the key contents of the three-year action of state-owned enterprise reform into the articles of association, the company reviewed and approved the articles of association, the rules of procedure of the general meeting of shareholders The rules of procedure of the board of directors and the working rules of the general manager have been revised, and the management measures for authorization of the board of directors, the working rules of the Secretary of the board of directors and the reporting system of the board of directors to the general meeting of shareholders have been formulated. 7. Repurchase of some domestic listed foreign shares (B shares)
In order to boost market confidence, maximize shareholder value and promote the matching of the company’s stock market price with its internal value, the company launched the third phase of B-share repurchase plan after deliberation and approval at the second meeting of the 10th board of directors and the fifth extraordinary general meeting of shareholders in 2021, It is decided to repurchase some domestic listed foreign shares (B shares) with its own funds of no less than RMB 50 million and no more than RMB 100 million. It is estimated that the number of B shares to be repurchased is about 7.46 million to 14.92 million, accounting for about 1.75% to 3.5% of the total issued share capital of the company.
(III) convening of the general meeting of shareholders by the board of directors and implementation of the resolutions of the general meeting of shareholders
In 2021, the company held six general meetings of shareholders, all of which were convened by the board of directors. The general meeting of shareholders adopts the combination of on-site voting and online voting to make decisions on relevant matters of the company according to law, and all resolutions are compliant and effective. In accordance with the company law, securities law and other laws and regulations as well as the relevant provisions of the articles of association, the board of directors of the company strictly implemented the resolutions of the general meeting of shareholders and the authorized matters of the general meeting of shareholders, and safeguarded the interests of all shareholders.
2、 Performance of special committees under the board of directors
(I) performance of the strategy committee
In 2021, the company’s Strategy Committee held two meetings in total, deliberating and approving the work report of the board of directors in 2020, the company’s profit distribution in 2020, investment in the establishment of wholly-owned subsidiaries and other matters. The members of the strategy committee had in-depth discussion and Analysis on the company’s operating conditions and development prospects, put forward valuable suggestions and opinions for the company’s development strategy, and provided strong support for the scientific decision-making of the board of directors.
(II) performance of the audit committee
In 2021, the audit committee of the company held four meetings in total, deliberating and approving the 2020 annual report, changes in accounting policies, provision for asset impairment and write off of bad debts in 2020, quarterly report, semi annual report, change of accounting firm, B-share repurchase plan and other matters. Based on the principle of diligence and seeking truth from facts, the members of the audit committee made suggestions and suggestions in guiding the internal audit work, supervising and evaluating the external audit institutions, establishing an effective internal control mechanism, and actively safeguarded the interests of the company and all shareholders. (III) performance of nomination, remuneration and assessment committee
In 2021, the nomination, remuneration and assessment committee of the board of directors held a total of 10 meetings, deliberated and approved the granting of the A-share restricted stock incentive plan (phase II), the repurchase and cancellation of restricted shares, the general election of the board of directors and the appointment of senior managers in 2018 The achievement of the conditions for lifting the restrictions in the second lifting period of the A-share restricted stock incentive plan (phase I) in 2018. The members of the nomination, remuneration and assessment committee carefully discussed and judged the qualifications of the nominated directors and senior executives, carefully reviewed the implementation of the company’s equity incentive plan and the director’s remuneration assessment plan, and earnestly performed relevant responsibilities.
3、 Performance of independent directors
In 2021, the independent directors of the company performed their duties diligently and scrupulously in strict accordance with the company law, the guidelines for the governance of listed companies and other laws and regulations and the articles of association, gave full play to the independent role of independent directors, and safeguarded the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders. For details, see the 2021 annual report of independent directors.
4、 Investor relations management
(I) strictly perform the obligation of information disclosure and transmit the company’s business information to investors
In strict accordance with the provisions of relevant laws and regulations, the company follows the principles of fairness, impartiality and openness, treats all investors equally, objectively, truly, accurately and completely reflects the actual situation of the company’s operation in the form of legal information disclosure, and ensures that all investors enjoy the right to know and other legitimate rights and interests. In 2021, the company disclosed 168 announcements in total.
(II) actively explore diversified channels to communicate with investors
1. The company has set up an investor hotline to answer the calls and visits of investors in time, convey the internal value of the company, communicate the latest situation of the company, and obtain the understanding, attention and support of investors;
2. Through the interactive platform of Shenzhen Stock Exchange, the company directly faced the minority shareholders, timely solved and prudently replied to all kinds of questions raised by investors. In 2021, the company actively replied to 162 interactive easy, with a response rate of 100%, forming a benign interaction with investors;
3. The company continues to improve the channels and ways for investors to participate in corporate governance, and introduces the business performance and business development to all investors through holding annual performance briefing, semi annual performance telephone meeting, etc; Actively participated in the strategy meeting of securities companies and the counter roadshow of core institutions, received nearly 20 visits and store research, received about 230 investors, and continued to convey the company’s value to the capital market, thus obtaining 43 recommended research reports;
4. The company creatively integrates the display of clock culture into the reception of investors, leads investors into Fiyta Precision Technology Co.Ltd(000026) timing culture center, and deeply understands the company’s development concept through a unique journey of clock culture.
5、 Review of operation in 2021
In 2021, the macro environment was complex and severe, and the rebound momentum of consumption after the epidemic began in the third quarter
