Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Work report of the board of directors in 2021
In 2021, the board of directors of the company strictly followed the company law, the securities law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies and other laws, regulations and normative documents, as well as the articles of association, rules of procedure of the board of directors and other internal control systems, Standardized operation, scientific decision-making, conscientiously implement the resolutions of the general meeting of shareholders, and actively promote the development of the company's businesses. The main work of the board of directors in 2021 is reported as follows: I. operation in 2021
During the reporting period, the company achieved an operating revenue of 540 million yuan, a year-on-year increase of 1.6%, and a net profit attributable to the owner of the parent company of 701243 million yuan, a year-on-year decrease of 15.24%. In 2021, the company achieved good sales indicators, but due to the outbreak of epidemic and dual control of energy consumption in the region, the production and delivery were affected to a certain extent, and the annual income scale was only basically the same year-on-year. During the reporting period, the overall gross profit margin of the company decreased due to the rising cost of raw materials, rising labor costs, low gross profit margin of projects in new development fields, intensified market competition and other factors; At the same time, the government subsidies received by the company also decreased significantly compared with the same period of last year; In addition, as the company further strengthened its R & D investment, the annual R & D expenses also increased year-on-year. The above factors led to a decline in the net profit attributable to the parent company.
During the reporting period, the company strengthened market development, with the newly signed contract amount of more than 1 billion yuan in the whole year. The business in the fields of CO fuel ethanol, industrial water treatment, biopharmaceutical and lithium extraction from Salt Lake developed steadily, and the innovation and breakthrough in the application fields such as resource utilization of titanium gypsum and cleaner production of iron phosphate formed a new business growth point. In 2021, the company strengthened the sales promotion of core membrane materials, and the sales volume of ceramic membrane tubes increased significantly throughout the year.
During the reporting period, the company further strengthened the construction of R & D system and increased R & D investment. The performance of membrane materials is further improved, which leads to the improvement of market demand; The lithium extraction adsorbent materials are continuously optimized and the production process is rapidly iterated. The company's adsorbent products have achieved good results in multiple salt lake scene experiments. Based on this, the lithium extraction process by adsorption coupled membrane method is developed to speed up the market promotion; Connect with the downstream demand and successfully develop the cleaner production process package of iron phosphate. Up to now, the signed orders exceed 100 million yuan; Throughout the year, the company focused on material R & D, application R & D and equipment R & D
During the reporting period, the company was elected as the leading enterprise in the field of ceramic membrane in China's membrane industry; Ceramic filter
Membrane products and complete sets of equipment are recognized as the Sixth Batch of single champion products in manufacturing industry by the Ministry of industry and information technology of the people's Republic of China; Third generation ceramics
The membrane production line is recognized as the intelligent manufacturing demonstration workshop in Jiangsu Province.
During the reporting period, the company vigorously carried out special management innovations such as informatization, digitization, standardization and lean
Activities to improve the maturity of the internal supply chain and improve the delivery capacity of products.
During the reporting period, the company actively used the financing function of the platform of listed companies to help enterprise business development
Easy program issued shares to specific objects to raise 103 million yuan for the construction of pilot lithium extraction platform in salt lake
Project construction of solid and hazardous waste Intelligent Cloud warehouse comprehensive service project.
2、 Daily work of the board of directors in 2021
(I) operation of the board of directors
In 2021, the company held 13 meetings of the board of directors, as follows:
No. meeting time main contents of the session
The meeting deliberated and adopted the proposal on the work report of the board of directors in 2020, the proposal on the work report of the general manager in 2020, the proposal on the annual report in 2020 and its summary, and the proposal on the final financial report in 2020 Proposal on profit distribution plan in 2020, proposal on self-evaluation report on internal control in 2020, proposal on special report on deposit and use of raised funds in 2020 The proposal on the confirmation of the remuneration of senior managers in 2020 and the remuneration scheme in 2021 at the 7th board of directors in April 2021, the proposal on the confirmation of the remuneration of directors in 2020 at the 13th meeting on January 11 and the remuneration scheme in 2021 Proposal on renewing the appointment of Zhonghui Certified Public Accountants (special general partnership) as the company's audit institution in 2021, proposal on applying for comprehensive credit line from the bank, proposal on using some idle raised funds and self owned funds for cash management The proposal on changing the registered capital of the company and amending the articles of association and relevant systems, the proposal on adjusting the schedule of the investment projects with raised funds, the proposal on by election of non independent directors and members of the nomination committee of the seventh board of directors Proposal on appointing deputy general manager of the company and proposal on convening 2020 annual general meeting of shareholders.
2. In April 2021, the 7th board meeting deliberated and adopted the proposal on supplementing and amending the articles of association and the proposal on submitting to the shareholders' meeting of the 14th Meeting on April 24 to authorize the board of directors to handle matters related to microfinance.
3. In April 2021, the 7th board meeting deliberated and adopted the proposal on the report of the first quarter of 2021.
15th meeting 28 August
4 in July 2021, the 7th board meeting deliberated and adopted the proposal on not redeeming "Jiuwu convertible bonds" in advance.
16th meeting 1 January
5. In July 2021, the 7th board meeting deliberated and adopted the proposal on not redeeming "Jiuwu convertible bonds" in advance.
17th meeting 22 August
6. In August 2021, the 7th board meeting deliberated and adopted the proposal on not redeeming "Jiuwu convertible bonds" in advance.
18th meeting 12 December
In August 2021, the seventh session of the board of directors deliberated and adopted the proposal on the semi annual report of 2021 and its summary, and the proposal on the special report on the deposit and use of raised funds in 2021 at the 19th Meeting on July 23 Proposal on using some idle raised funds to temporarily supplement working capital.
8. The proposal on early redemption of "Jiuwu convertible bonds" was deliberated and adopted at the 7th board meeting in September 2021.
20th meeting 13 August
The meeting deliberated and adopted the proposal on the company's meeting the conditions for issuing shares to specific objects through summary procedures, and the proposal on the company's plan for issuing shares to specific objects through summary procedures in 2021 Proposal on the company's plan to issue shares to specific objects at the 7th board of directors in 2021 through simple procedures, proposal on the demonstration and analysis report of the company's plan to issue shares to specific objects at the 21st meeting in October 2021 through simple procedures in 2021 The proposal on the feasibility analysis report on the use of funds raised by issuing shares to specific objects through simple procedures on July 7, 2021, the proposal on the report on the use of funds raised by the company in the previous time Proposal on diluting the immediate return and filling the return measures and commitments of relevant subjects when the company issues shares to specific objects, proposal on the planning of shareholders' dividend return in the next three years (20212023).
The 7th board of directors in October 2021
At the 22nd Meeting on October 22, the proposal on the third quarter report of 2021 was considered and adopted.
Discuss
The meeting deliberated and adopted the proposal on the bidding results of the company's issuance of shares to specific objects in 2021 through simple procedures, the proposal on signing a share subscription agreement with specific objects with effective conditions, and the proposal on the company's non recurring income statement The proposal on the authenticity, accuracy and completeness of the prospectus issued by the company to specific objects in 2021 by the 7th board of directors in November 2021, the proposal on updating the company's plan for issuing shares to specific objects in 2021 by the simple agenda Proposal on updating the demonstration and analysis report of the company's plan to issue shares to specific objects in 2021 through simple procedures, and proposal on updating the feasibility analysis report of the company's plan to issue shares to specific objects in 2021 through simple procedures to raise funds.
12 in November 2021, the seventh session of the board of directors deliberated and approved the proposal on adjusting the company's stock issuance scheme to the 24th Meeting of the company on the 29th day of the month in 2021 through summary procedures, and the proposal on re signing the agreement between the company and specific objects came into force
The proposal on the conditional share subscription agreement, the proposal on the company's plan for issuing shares to specific objects in 2021 through simple procedures (the second revised draft) Proposal on the demonstration and analysis report of the company's stock issuance scheme to specific objects in 2021 (Second Revised Draft) Proposal on the feasibility analysis report on the use of funds raised by the company's issuance of shares to specific objects in 2021 (Second Revision), proposal on the report on the use of funds raised by the company in the previous time The proposal on the measures for diluting the immediate return and filling the return by issuing shares to specific objects and the commitments of relevant subjects (Revised Draft) Proposal on the achievement of the conditions for the release of restricted shares in the third release period of restricted shares granted for the first time by the restricted stock incentive plan in 2018.
The 7th board of directors in December 2021
On December 22, the 25th meeting deliberated and adopted the proposal on selling part of equity of holding subsidiaries.
Discuss
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the company held 1 annual general meeting and 0 extraordinary general meeting. The board of directors is strict
Implemented various resolutions of the general meeting of shareholders.
(III) work of special committees under the board of directors
The board of directors of the company has four special committees: Audit Committee, nomination committee, salary and assessment committee and Strategy Committee, each of which is composed of three members. During the reporting period, the audit committee held 4 meetings
