Guangdong Tapai Group Co.Ltd(002233)
Work report of the board of directors in 2021
In 2021, the board of directors of Guangdong Tapai Group Co.Ltd(002233) (hereinafter referred to as “the company”) strictly abided by the relevant laws and regulations such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and the relevant rules and regulations of the company such as the articles of association and the rules of procedure of the board of directors, made scientific decisions, standardized operation, diligent and conscientious, and strictly implemented the resolutions of the general meeting of shareholders, Actively promote the effective implementation of the resolutions of the board of directors, continuously improve the corporate governance mechanism, promote the sustainable, healthy and stable development of the company, and effectively protect the legitimate rights and interests of the company and all shareholders.
The report on the work of the board of directors in 2021 is as follows:
Part I review of main work in 2021
1、 Overall operation of the company
In 2021, in the face of various difficulties and adverse factors such as weakening demand in the cement industry, peak avoidance and power rationing, dual control of energy consumption and rising prices of raw materials, the board of directors of the company made an overall plan for covid-19 pneumonia epidemic prevention and control and production and operation, urged and guided the management to meet the difficulties and implement specific countermeasures and measures in accordance with the 2021 annual production and operation plan, and all employees worked with one heart and one mind, Through hard work, we have achieved good economic and social benefits.
In 2021, the company’s main production and operation indicators are as follows:
During the reporting period, the company achieved a cement output of 199737 million tons, a year-on-year increase of 2.31%; The cement sales volume reached 197889 million tons, with a year-on-year increase of 2.96%; The annual operating revenue was 7.713 billion yuan, a year-on-year increase of 9.46%; The net profit was 1.836 billion yuan, a year-on-year increase of 3.04%. The total assets of the enterprise were 13.828 billion yuan, a year-on-year increase of 9.66%; The net assets were 11.72 billion yuan, a year-on-year increase of 12.19%. Guangdong Tapai Group Co.Ltd(002233) ranked 11th in the comprehensive strength ranking of Chinese cement listed companies in 2021. Guangdong Tapai Group Co.Ltd(002233) ranked 40th in the list of “2020 global top 40 cement enterprises” released by China Cement Association.
During the reporting period, while strictly preventing and controlling covid-19 epidemic, the company carefully organized various production and operation work. Focus on promoting the construction of green mines, digital mines, green cement factories and intelligent cement factories, and improve the level of technological innovation; Promote the construction of photovoltaic power generation projects, promote the construction of cement kiln collaborative disposal of solid waste projects, promote the optimization of concrete industry management mode, and comprehensively improve the operation and management level of enterprises.
During the reporting period, the company continued to strengthen and optimize corporate governance, internal management and shareholder returns, and was recognized, ranking 237 among the top 500 enterprises in Guangdong and 89 among the top 100 manufacturing enterprises in Guangdong. It won the “best board of directors for investor relations of listed companies on China’s main board” award of the 12th Tianma Award for investor relations of Listed Companies in China of the securities times; Won the “top 100 listed companies on the main board” and “outstanding management team of listed companies on the main board” in the 15th China listed company value selection sponsored by the securities times; Won the “golden quality corporate governance Award” of Shanghai Securities News in 2021; In 2020, the information disclosure assessment won A-level again, which is the highest rating of the company in the information disclosure assessment of Shenzhen stock exchange for three consecutive years; The company has been awarded the “contract abiding and trustworthy” enterprise in Guangdong Province for 23 consecutive years; The Party committee of the company was awarded the “demonstration point for Party Construction of ‘two new’ organizations in Guangdong Province”, and the achievements of Party Construction of the company were recognized and affirmed by the superior party organizations; Jiaoling branch won the “May Day Labor award of Guangdong Province”, Meizhou Guangdong Tapai Group Co.Ltd(002233) Jiaoling Xinda Rotary Kiln Cement Co., Ltd. won the title of “leader” in energy efficiency of Guangdong cement industry in 2020, and Jiaoling branch and Huizhou tapai Cement Co., Ltd. won the title of “advanced enterprise” in energy efficiency of Guangdong cement industry in 2020 respectively, Fujian tapai mining Wuping Erfengshan limestone mine was successfully selected into the national green mine list, and Fujian tapai Cement Co., Ltd. was recognized as the leading industrial cultivation enterprise in Fujian Province in 2021.
While standardizing its operation and operating in good faith, the company has strengthened its social responsibility and earnestly fulfilled its social responsibility, which has been recognized and affirmed by the local government and all sectors of society. In 2021, the company won the “2020 red cotton cup gold cup for poverty alleviation in Guangdong” and “2020 Meizhou poverty alleviation Gold Award”. The typical case of the three-year action plan of the company’s “ten thousand enterprises helping ten thousand villages” in Jiaoling area was notified and praised by the whole province.
2、 Information disclosure of the company
The board of directors conscientiously and consciously performs the obligation of information disclosure and continuously improves the quality of information disclosure in accordance with the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of Association, the management system of information disclosure and other company systems, Effectively improve the standard operation level and transparency of the company. During the reporting period, the company disclosed a total of 80 announcements, including 76 temporary announcements, 4 regular reports and 113 documents, which were personally reviewed and signed by the Secretary of the board of directors. The company’s information disclosure does not include the complete submission of the announcement to be disclosed within the specified time, the failure to complete the appointment for the disclosure of periodic reports within the specified time, or the change of the disclosure date of periodic reports. It can timely send and disclose relevant documents in the designated newspapers and websites in accordance with the disclosure time limit and specified in laws, regulations and listing rules. The company’s information disclosure is true, accurate, complete, timely and fair, which can objectively reflect the relevant matters of the company, ensure that there are no false records, misleading statements or major omissions, and ensure the accuracy, reliability and usefulness of the disclosed information.
3、 Investor relations management
The company and its leaders attach great importance to the management of investor relations, actively strengthen the contact and communication with investors through online briefing, investor interaction platform, board secretary email, special line telephone, fax and other forms, and reasonably and properly arrange specific objects such as institutional investors, analysts and news media to visit, discuss and investigate the company on site, And do a good job in the confidentiality of relevant unpublished information to help researchers objectively and comprehensively understand the situation of the company.
(I) maintain a smooth investor communication mechanism. In the past year, the company has organized 1 anti roadshow; 3 field investigations by reception institutions; Take the initiative to hold an annual performance presentation meeting; Hold multiple teleconferences; 232 investor questions were answered through the investor interactive platform, with a response rate of 100%; The investor consultation telephone, fax and e-mail have been set up, the investor hotline can be kept unblocked, and the questions raised by investors through fax, e-mail and other channels can be replied in time; By strengthening the communication and exchange between the company and investors, potential investors and various intermediaries in the capital market, it promotes the good interactive relationship between the company and investors, improves the level of corporate governance, strengthens investors’ understanding and recognition of the company, and further improves the value of the company.
(II) guide investors to establish long-term shareholding confidence. In the process of communication with investors, the company can actively introduce the company’s business philosophy, performance and development potential, publicize and guide investors to establish the concept of value investment and long-term shareholding, and pay attention to the protection of their own legitimate rights and interests.
(III) in the process of investor relations management, the company can effectively keep the confidentiality of undisclosed information, carefully establish and keep the archives of investor relations activities, and timely report the relevant archives to Shenzhen Stock Exchange.
(IV) the company fully adopts the combination of on-site meeting and online voting to hold the general meeting of shareholders, so as to facilitate the active participation of investors; Pay attention to timely updating the relevant information on the company’s website, so that investors can quickly and comprehensively obtain the company’s information.
(V) the company attaches great importance to public opinion management, makes active management, continues to do a good job in public opinion control according to regulations, arranges special personnel to regularly monitor public opinion on major financial websites, stock bars and forums every day, and adheres to long-term tracking and reasonable response. At the same time, pay attention to prevention in advance, adhere to the concept of “treatment and prevention of disease”, reasonably predict, and take full predictive prevention management before predictable public opinion events.
4、 Standardized governance of the company
The company has been in strict accordance with the company law, the securities law, the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the requirements of regulatory authorities, combined with its own actual situation, standardizing corporate governance and scientific operation and management, with transparent and sufficient information disclosure, good interactive investor relations Strict and effective internal control and risk control system, honest operation and transparent management, constantly improve the corporate governance structure, and ensure the maximization of the interests of all shareholders and the company.
The company has established a governance structure with the general meeting of shareholders as the highest authority, the board of directors as the decision-making body, the special committee of the board of directors as the decision-making support body, the Party committee and the board of supervisors as the supervision body and the management as the executive body, It has formed an internal control system with the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors, rules of procedure of the board of supervisors, working rules of the general manager and rules of procedure of special committees of the board of directors as the main line. The general meeting of shareholders, the board of directors, the board of supervisors and the management of the company have clear rights and responsibilities, mutual checks and balances and coordinated operation, which has laid a solid foundation for the sustainable, stable and healthy development of the company. The corporate governance structure meets the requirements of the standards for the governance of listed companies.
During the reporting period, the company further improved its standardized Governance:
(I) further improve the internal control system
During the reporting period, in combination with the new requirements of relevant laws and regulations and the needs of the company’s operation and development, the board of directors revised and improved the company’s measures for the management of employee stock ownership plans, the compensation management system for directors, supervisors and senior managers, and formulated the legal affairs management system to further sort out and improve the company’s internal control system, so as to ensure the continuity and effectiveness of the company’s internal control system At the same time of effectiveness, promote the company’s scientific decision-making and improve the company’s management level.
(II) further improve the performance ability of directors and supervisors
During the reporting period, the actual controller of the company and some senior directors and supervisors participated in the business training such as “special training on corporate governance” organized by the regulatory authorities and the online futures business series training on “Publicizing futures risk management and serving the development of real economy”, All directors, supervisors and senior management personnel participated in the “2021 training course for directors, supervisors and senior managers of listed companies” held under the guidance of Guangdong regulatory bureau of China Securities Regulatory Commission, and timely organized learning on the latest laws and regulations, regulatory requirements and regulatory spirit. The standardized operation level and performance ability of directors, supervisors and senior management personnel have been effectively improved.
(III) resolutely do a good job in the prevention and control of insider trading
The company effectively strengthened the management of inside information and insiders, strictly kept the secret of undisclosed inside information, strictly implemented the company’s internal information and insiders management filing system and the controlling shareholder’s internal information management system, and strictly required all directors, supervisors Senior managers and other relevant insiders can perform confidentiality obligations in the window period and sensitive period when regular reports and major matters are not disclosed to the public. During the reporting period, the company and relevant subjects did not have insider trading violations.
(IV) resolutely put an end to the occupation of non operating funds and illegal guarantee
The company strictly implements the provisions of documents such as the notice on regulating the capital exchanges between listed companies and related parties and the notice on regulating the external guarantee behavior of listed companies, and focuses on the identification of related parties, capital exchanges with related parties and the external guarantee of the company. In 2021, the company has no external guarantee; The controlling shareholders and other related parties of the company do not occupy the company’s funds for non operating purposes, nor do they occupy funds illegally by related parties that occurred in previous years and accumulated to December 31, 2021.
(V) actively carry out special self inspection activities on corporate governance
According to the work deployment of Guangdong securities regulatory bureau of China Securities Regulatory Commission, the company actively carried out special self-examination activities on governance. Through comprehensive self-examination, the company sorted out the key links of governance, understood the key contents of governance rules, investigated the potential risks of the company, and effectively improved the level of corporate governance. The self-examination results show that all aspects of corporate governance are sound, and no obvious compliance and effectiveness problems are found. The work was successfully completed and approved by the Provincial Supervision Bureau.
(VI) the company maintains its independence from the controlling shareholder in business, personnel, assets, institutions and finance
1. Business independence: the company has independent and complete business and independent operation ability. The business organization of the company is complete, and the procurement of required materials and equipment, customer base and market do not depend on the controlling shareholder. It has an independent production, supply and marketing system, has the business ability to face the market independently and operate independently, has no horizontal competition with the controlling shareholders, and the controlling shareholders do not directly or indirectly interfere with the operation of the company.
2. Personnel independence: the company’s labor, personnel and salary management are completely independent of the controlling shareholder. The general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers of the company receive remuneration in the company.
3. Independence of assets: the company has a clear property right relationship with the controlling shareholder, has independent land use rights, real estate, independent procurement, production and sales systems and supporting facilities, and has independent patented technology and other intangible assets. Patent technology and other property rights shall be transferred. The company has not guaranteed the debts of the controlling shareholders with assets, rights and interests or reputation, and there is no case that the assets and funds are occupied by the controlling shareholders and damage the interests of other shareholders of the company.
4. Institutional independence: the company has a sound organizational system. The general meeting of shareholders, the board of directors, the board of supervisors, the management, production, technology and other functional departments operate independently, and formulate corresponding management and control systems to make the division of labor clear, perform their duties and cooperate with each other, so as to form an organic whole and ensure the legal operation of the company, There is no subordinate relationship with the functional department of the controlling shareholder.
5. Financial independence: the company has established an independent financial and accounting department, established an independent accounting system and financial management system, opened an independent bank account and made independent financial decisions. The company pays taxes independently according to law, and there is no interference of the controlling shareholder in the use of the company’s funds.
(VII) continuously launch and implement employee stock ownership plan and repurchase plan
In order to further improve the corporate governance structure, further establish and improve the long-term incentive and restraint mechanism of CO creation and sharing, fully mobilize the enthusiasm of managers and employees and enhance the attractiveness of the company
