Work report of the board of directors in 2021
In 2021, the board of directors of Zhang Xiaoquan Inc(301055) (hereinafter referred to as “the company”) strictly followed the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies and other laws, regulations, normative documents and relevant regulations and requirements of the regulatory authorities, In the spirit of being responsible to the shareholders of the company, we will constantly improve the corporate governance structure, establish and improve the internal management and control system of the company, continue to carry out in-depth corporate governance activities, earnestly implement the resolutions of the general meeting of shareholders, faithfully perform our duties, safeguard the interests of the company and improve the level of corporate governance.
The focus and main work of the board of directors in 2021 are reported as follows:
1、 Review of the company’s overall work in 2021
In 2021, the company orderly promoted various operation and management work as planned, achieved steady growth in overall business performance, continued to develop various emerging product categories, and effectively implemented the company’s overall business strategy of upgrading and transforming from kitchen brand to quality home life brand. During the reporting period, the company achieved an operating income of 7 Nari Technology Co.Ltd(600406) 00 yuan and a total profit of 98530700 yuan, of which the main business income was 753389000 yuan, accounting for 99.12% of the operating income. Among them, the category of traditional advantageous products, knives and scissors, achieved an annual revenue of 526067900 yuan, a year-on-year increase of 20.00%; The newly developed category of kitchenware and kitchen electricity realized an income of 1486513 million yuan, a year-on-year increase of 95.90%; The newly developed household hardware category achieved an income of 786699 million yuan, a year-on-year increase of 47.77%. The annual revenue of domestic business was 748185600 yuan, a year-on-year increase of 32.56%; The annual revenue of overseas business was 11.855 million yuan, a year-on-year increase of 50.91%.
2、 Operation of the board of directors
(I) basic information of corporate governance
The company has continuously improved the corporate governance structure and established and improved the company’s internal control system in strict accordance with the requirements of laws and regulations such as the company law, the securities law, the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self-discipline supervision of listed companies on the Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, etc, Further standardized the company’s operation, improved the level of corporate governance, and strictly carried out information disclosure, which effectively safeguarded the interests of the company and investors.
(II) operation of the board of directors
In 2021, the board of directors of the company strictly complied with the articles of association, rules of procedure of the board of directors and other internal systems of the company, made decisions on relevant matters of the company, and the procedures were legal and compliant. A total of 11 board meetings were held throughout the year to consider 49 proposals.
No. session date meeting proposal
The first session 1. Proposal on the board of directors of the subsidiary Yangjiang Zhang Xiaoquan Inc(301055) Intelligent Manufacturing Co., Ltd. to increase capital by 25 million yuan
1 Article XIV 2021.1.3
Meeting 2. Proposal on replacing members of the Information Technology Governance Committee of the board of directors
1. 2020 financial report
2. 2020 general manager’s work report
3. 2020 work report of the board of directors
4. 2020 Annual Report
5. Financial statement report of 2020
The first session 6. Internal control self evaluation report
Board of directors 7. Plan on profit distribution in 2020
2 Article XV 2021.3.3 8. Proposal on confirming related party transactions in 2020
9. Proposal on confirming the remuneration of directors and senior executives
10. Proposal on allowance for independent directors
11. Proposal on appointing Tianjian certified public accountants as the company’s financial audit institution
12. Proposal on daily connected transactions in 2021
13. Proposal on considering the use of some idle self owned funds to purchase financial products
14. Work report of independent directors
15. Proposal on convening the 2020 annual general meeting of shareholders
1. Proposal on the general election of the board of directors of the company and the nomination of non independent directors for the first election of the second board of directors
3. Board of directors 2021.5.6 2. Proposal on general election of the board of directors and nomination of the 16th candidate for independent director of the second board of directors
Meeting 3. Proposal on convening the first extraordinary general meeting of shareholders in 2021
1. Proposal on the election of the chairman of the second board of directors
2. Proposal on appointment of general manager of the company
The second session 3. Proposal on the appointment of deputy general manager of the company
4. Board of directors 2021.5.21 4. Proposal on the appointment of the company’s chief financial officer
for the first time
5. Proposal on appointing the Secretary of the board of directors of the company
6. Proposal on election of members of the special committee of the second board of directors of the company
7. Proposal on Exempting the notice time limit of the first meeting of the second board of directors of the company
Second session
5. Board of directors 2021.6.16 1. Proposal on external donation
The second time
meeting
1. Proposal on Exempting the notice time limit of the company’s second extraordinary general meeting in 2021
Second session 2. Proposal on the company’s initial public offering and listing on the gem
6. Board of directors 2021.6.21 3. Proposal on Authorizing the board of directors to handle the third matters related to IPO and listing on GEM
4. Proposal on convening the second extraordinary general meeting of shareholders in 2021
5. Proposal on the establishment of wholly owned subsidiaries
Second session
7. Board of directors 2021.7.30 1. Proposal on opening a special account for raised funds and authorizing the chairman of the company to sign the fourth tripartite supervision agreement
meeting
1. Proposal on changing the company’s registered capital, company type, business scope, amending the articles of association and handling the industrial and commercial change registration
2. Proposal on adjusting the investment amount of raised funds for raised investment projects
3. Proposal on the use of raised funds to increase capital to wholly-owned subsidiaries and implement raised investment projects
The second session 4. Proposal on using raised funds to replace self raised funds of the board of directors for pre invested projects with raised funds and paid issuance expenses
8. The 5th 2021.9.17 5. Proposal on using some temporarily idle raised funds for cash management
6. Proposal on adjusting the company’s organizational structure
7. Proposal on the establishment of wholly owned subsidiaries
8. Proposal on Amending the management system of raised funds
9. Proposal on formulating the registration and management system for insiders
10. Proposal on convening the third extraordinary general meeting of shareholders in 2021
Second session
9. Board of directors 202110.22 1. Proposal on the third quarter of 2021
Sixth time
meeting
Second session 1. Proposal on subscription of private equity fund units with self owned funds
10. Board of directors 202111.15 2. Proposal on foreign investment and establishment of joint ventures
Seventh time
Meeting 3. Proposal on foreign investment and establishment of wholly-owned subsidiaries
Second session
11. Board of directors 202112.14 1. Proposal on providing guarantee for wholly-owned subsidiaries to apply for bank credit
Eighth time
meeting
(III) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the company held one annual general meeting and three extraordinary general meetings. In accordance with the requirements of the company law, the securities law and other relevant laws, regulations and the articles of association, the board of directors of the company carefully implemented the contents of the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders, Timely complete relevant major decision-making matters decided by the general meeting of shareholders to ensure the standardized governance and operation of the company.
(IV) performance of special committees under the board of directors
1. Strategic decision making Committee
In 2021, the company held two meetings of the strategic decision-making committee and considered two items, including the proposal on the guidance document for the implementation of the five-year strategy from 2019 to 2023 and the proposal on the use of raised funds to increase capital to wholly-owned subsidiaries and implement raised investment projects.
2. Nomination Committee
In 2021, the company held two meetings of the nomination committee and considered five items, including: the proposal on the general election of the board of directors and the nomination of candidates for non independent directors of the second board of directors, the proposal on the general election of the board of directors and the nomination of candidates for independent directors of the second board of directors, the proposal on the appointment of the general manager of the company Proposal on appointing deputy general manager of the company and proposal on appointing chief financial officer of the company.
3. Remuneration and assessment committee
In 2021, the company held one meeting of the remuneration and assessment committee, which considered two items, including the proposal on confirming the remuneration of directors and senior executives and the proposal on the allowance of independent directors.
4. Audit Committee
In 2021, the company held 5 Audit Committee meetings and considered a total of 17 items, including the proposal on formulating the internal audit work plan in 2021, the internal control self-evaluation report, the financial report in 2020, the annual report in 2020, the final financial statement report in 2020, the profit distribution plan in 2020 Proposal on confirmation of related party transactions in 2020, proposal on appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s financial audit institution, proposal on expected daily related party transactions in 2021, proposal on special audit report on contract management Proposal on the special audit report on the compliance of production equipment investment and technological transformation investment, proposal on the resignation audit report of sales personnel, proposal on the special audit report on dealer satisfaction survey, proposal on the third quarter report of the company in 2021, proposal on the special audit report on publicity materials Proposal on special audit report on procurement of non productive materials in Yangjiang and proposal on formulating internal audit work plan for 2022.
5. Information Technology Governance Committee
