Rainbow Digital Commercial Co.Ltd(002419)
Work report of the board of directors in 2021
In 2021, the board of directors of Rainbow Digital Commercial Co.Ltd(002419) (hereinafter referred to as “the company”) carried out its work in strict accordance with the requirements of laws, regulations and systems such as the company law, the articles of association and the rules of procedure of the board of directors, earnestly performed its duties, continuously improved the standardized construction of the company, and promoted the healthy and stable development of the company. 1、 Business development of the company in 2021
In 2021, China strengthened the cross cyclical adjustment of macro policies, increased support for the real economy, and the national economy continued to recover development. The national GDP increased by 8.1% year-on-year and 5.1% on average in two years. But at the same time, the continuous outbreak of the epidemic in many parts of China has had an impact on the recovery of the consumer market. The total retail sales of social consumer goods in the whole year increased by 12.5% year-on-year, 8% over the same period in 2019, and an average growth of 3.9% in the two years.
The company continues to promote the change of business structure and the adjustment of store content, upgrade the key stores of 100 stores, break through the high-end supply chain, and introduce international cosmetics and light luxury brands; “One store, one discussion” vigorously develops the service consumption format of stores, improves the commodity structure and enhances the experience value of stores; Further accelerate online commodity sales, actively develop the second growth curve, and continuously and rapidly increase online sales and the scale of digital members; The supermarket supply chain has been continuously optimized, the source direct purchase and private brands have been continuously developed, efforts have been made to build strategic core commodity groups and 3R commodities, and key categories have been upgraded to improve efficiency. Adhering to the principle of regional gathering development and the model of Wuxi Online Offline Communication Information Technology Co.Ltd(300959) integration, 8 shopping centers and 18 supermarkets were opened, and the number and area of stores in shopping centers continued to increase.
Through the efforts of all employees and closer cooperation with partners, in 2021, the company achieved sales of nearly 34.8 billion yuan, a year-on-year increase of 17%, operating revenue of 12.268 billion yuan, a year-on-year increase of 3.97%, net profit attributable to shareholders of listed companies of 232 million yuan (new leasing standards), a year-on-year decrease of 8.41%, and adjusted EBITDA of 1.224 billion yuan A year-on-year increase of 38.76%. 2、 Promotion of the company’s legal construction
Continue to promote the governance of enterprises according to law, improve the company’s legal risk management system, improve the work system of the company’s general counsel, promote compliance management, integrate the company’s legal risk management and compliance management system, integrate legal risk management and compliance management into the company’s daily management, effectively prevent and control legal and compliance risks and ensure the sustainable and healthy development of the company. At the same time, the company formulated the eighth five year plan for law popularization and continued to promote the construction of the company’s rule of law. 3、 Daily work of the board of directors (I) meetings of the board of directors
During the reporting period, the board of directors earnestly performed its duties and exercised its powers in strict accordance with the articles of association and the rules of procedure of the board of directors. According to the daily operation needs of the company, the board of directors held 16 meetings. The notice, convening and voting procedures of the meeting meet the requirements of the company law, the articles of association, the rules of procedure of the board of directors and other laws, regulations and regulatory authorities. The meeting conditions and resolutions are as follows:
1. On January 14, 2021, the 22nd Meeting of the 5th board of directors of the company deliberated and approved the plan on repurchasing the company’s shares and the proposal on proposing to hold the first extraordinary general meeting of shareholders in 2021.
2. On February 4, 2021, the 23rd Meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the nomination of candidates for non independent directors and the proposal on the proposal to convene the second extraordinary general meeting of shareholders in 2021.
3. On February 25, 2021, the 24th Meeting of the 5th board of directors of the company deliberated and adopted the proposal on adjusting the internal management organization of the company and the proposal on adjusting the members of the audit committee of the 5th board of directors of the company.
4. On March 10, 2021, the 25th meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the work report of the general manager of the company in 2020 and the business ideas in 2021, the summary report on the audit work of Zhitong Certified Public Accountants (special general partnership) in 2020, the final financial statement report of the company in 2020 Proposal on 2020 annual profit distribution plan of AVIC Group Co., Ltd., proposal on 2020 annual deposit and related party transaction plan of AVIC Group Co., Ltd., 2021 The proposal on the remuneration of the chairman of the company in 2020, the proposal on the remuneration of the company’s senior executives in 2020, the company’s self-evaluation report on internal control in 2020, the proposal on the company’s self-examination form for the implementation of internal control rules and rectification plan, the proposal on the work report on the company’s internal control system in 2020, the company’s social responsibility report in 2020 Proposal on proposing to convene the 2020 annual general meeting of shareholders of the company.
5. On April 13, 2021, the 26th meeting of the 5th board of directors of the company deliberated and adopted the proposal on accounting policy change, the proposal on Revising the company’s financial management system, the proposal on the company’s report for the first quarter of 2021, and listened to the report on the company’s internal audit for the fourth quarter of 2020. 6. On June 15, 2021, the 27th meeting of the 5th board of directors of the company deliberated and adopted the proposal on changing the accounting firm of the company, the proposal on increasing the company’s own idle funds to purchase cash management products, and the proposal on signing the financial service agreement between the company and AVIC Finance Co., Ltd The proposal on the risk assessment report of the company’s associated deposits with AVIC Finance Co., Ltd., the proposal on the proposal to convene the third extraordinary general meeting of shareholders in 2021, and listened to the internal audit report of the company in the first quarter of 2021.
7. On June 28, 2021, the 28th meeting of the 5th board of directors of the company deliberated and adopted the proposal on nominating candidates for non independent directors of the company and the proposal on appointing the general manager of the company.
8. On July 14, 2021, the 29th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on changing the connection processing method of new lease standards.
9. On August 16, 2021, the 30th meeting of the 5th board of directors of the company deliberated and approved the proposal on the company’s 2021 semi annual report and the proposal on the continuous risk assessment report of deposits associated with AVIC Finance Co., Ltd.
10. On September 15, 2021, the 31st meeting of the 5th board of directors of the company considered and approved the proposal on pre listing and transfer of 100% equity of Tianhong Weiwo convenience store (Shenzhen) Co., Ltd. and the proposal on signing the equity transfer intention agreement.
11. On October 13, 2021, the 32nd meeting of the 5th board of directors of the company deliberated and adopted the proposal on applying for credit line from banks in 2022, the proposal on Revising the measures for the administration of external guarantees, the proposal on Revising the management system of financial principals, and the proposal on Revising the internal audit management system The proposal on the cancellation of Dongguan wandiantong Trading Co., Ltd., the proposal on adjusting the internal management organization of the company, and listened to the internal audit report for the second quarter of 2021.
12. On October 26, 2021, the 33rd meeting of the 5th board of directors of the company deliberated and adopted the proposal on the third quarter report of the company in 2021.
13. On November 8, 2021, the 34th meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on listing and transferring 100% equity of Tianhong Weiwo convenience store (Shenzhen) Co., Ltd. and the proposal on proposing to convene the fourth extraordinary general meeting of shareholders of the company in 2021.
14. On November 13, 2021, the 35th meeting of the 5th board of directors of the company deliberated and adopted the customs declaration
On the proposal to amend the articles of association.
15. On December 6, 2021, the 36th meeting of the 5th board of directors of the company deliberated and adopted the relevant regulations
In the proposal of the company to close down Nanchang Xianghu Tianhong, and listened to the internal audit in the third quarter of 2021
Report.
16. On December 24, 2021, the 37th meeting of the 5th board of directors of the company deliberated and adopted the relevant regulations
Proposal on adjusting the members of the strategy committee of the 5th board of directors of the company
Proposal on the management method and proposal on Amending the working rules of the general manager.
(II) attendance of directors at board meetings
During the reporting period, all directors of the company were in strict accordance with the company law, the guidelines for the governance of listed companies
The stock listing rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange
And the articles of association and other laws, regulations, rules and regulations, perform the duties of directors and comply with the requirements of directors
Code of conduct. All directors vote on major issues or other matters that have a significant impact on the company at the meeting of the board of directors
Provide professional analysis and suggestions with due diligence and strictly follow the rules of procedure of the board of directors of the company
According to the relevant deliberation provisions of the company, make prudent decisions and effectively protect the interests of the company and investors. In 2021, each director
Attendance at the board meeting is as follows:
Should attend the on-site meeting, whether there are two consecutive directors’ names and specific positions entrusted by the corresponding party, number of times of attending the meeting, number of times of not attending the meeting in person
Chairman Gao Shulin 16 2 14 0 0 0 no
Huang Junkang, vice chairman 16 0 16 0 no
Zhang Zhibiao, director and general manager no
Director Li peiyin 14 0 14 0 0 no
Liang Ruichi director 16 0 16 0 no
Director Xiao Zhanglin 16 1 15 0 0 no
Chen Shaohua independent director 16 0 16 0 no
Liang Guangcai independent director 16 0 16 0 no
Fu Xilin independent director 16 1 15 0 0 no
Zhang Xuhua, director and general manager (2021 5 1 4 0 0) no
(leaving office in June)
Director Wang Mingchuan (from January 2021) no
(ren)
(III) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the company convened one annual general meeting and four extraordinary general meetings. The board of directors of the company earnestly performed its duties and strictly implemented the resolutions of the general meeting of shareholders in accordance with the provisions and requirements of the company law, the articles of association and the rules of procedure of the board of directors and the resolutions and authorization of the general meeting of shareholders.
(IV) performance of each special committee of the board of directors
In 2021, the performance of the audit committee, nomination committee, remuneration and assessment committee and Strategy Committee under the board of directors of the company is 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 held 11 meetings to review the company’s regular reports, quarterly internal audit reports submitted by the internal audit department, annual audit plans and summaries, internal control self-evaluation reports, annual audit reports, annual audit work summaries of accounting firms, renewal of external audit and internal control audit institutions, changes in accounting policies Revised the financial management system and other matters, listened to the progress report of the company’s operation and major events in 2020, understood the company’s financial status and operation in detail, strictly reviewed the construction and implementation of the company’s internal control system, and implemented effective guidance and supervision on the company’s financial status and operation.
2. Nomination Committee of the board of directors
During the reporting period, the nomination committee of the board of directors held two meetings
