Profit Cultural & Creative Group Co.Ltd(300640)
Work report of the board of directors in 2021
2021 is not only the opening year of China’s “14th five year plan” and the 100th anniversary of the founding of the party, but also a year of continuous and repeated covid-19 epidemic. The export demand is large, but the export transportation is difficult, and the prices of various raw materials soar, which has brought unprecedented opportunities and challenges to the company’s production and operation in 2021.
In the face of opportunities and challenges, all members of the board of directors of the company, in strict accordance with the relevant provisions of the company law, the securities law and other laws and administrative regulations, as well as the articles of association and the rules of procedure of the board of directors of the company, and in line with the principle of being responsible to all shareholders, gave full play to the role of the board of directors, promoted the improvement of the level of corporate governance, and performed various tasks with due diligence. The work of the board of directors in 2021 is summarized as follows:
1、 Review of overall operation in 2021
In 2021, the company adhered to the business layout of designing and selling two wheel drive, met difficulties, paid close attention to operation and management, and maintained the sustainable and stable development trend of the company through a series of scientific, effective and highly targeted business strategies.
This year, the company actively alleviated the impact of the bad situation of overseas shipping, the continuous rise of raw materials, exchange rate fluctuations, the decline of profit space and other aspects by increasing market expansion and strengthening R & D and design capacity; At the same time, strengthen internal control and prevent management and operation risks. The board of directors and members of the board of directors of the company are diligent and responsible, and actively plan and make decisions in increasing the main business income, realizing the business objectives, strengthening the construction of corporate governance and internal control, so as to ensure the stable development of the company. However, the overall profit of the company in 2021 decreased due to the rise in the price of raw materials, the reduction of product profit space, the reduction of government subsidies received during the reporting period and the fluctuation of RMB against the US dollar. In 2021, the company realized an operating revenue of 8067012 million yuan, a significant increase over the same period of last year, with an increase of 43.98%; The net profit was 20.779 million yuan, a decrease of 46.73% over the same period of last year; See the company’s 2021 annual report for details.
During the reporting period, according to the annual business plan, the board of directors carried out the following key work:
(I) continue intensive cultivation, stabilize the basic development, break the thinking and seek development
In 2021, the company continued to pay close attention to the epidemic prevention and control, based on the actual development, seeking progress while maintaining stability, solidly cultivating the “internal strength” of the enterprise and improving the ability to deal with risks. In the overseas market with traditional sales advantages, the company grasps the development opportunities and plays a steady and steady role. In 2021, there was strong overseas demand. In the face of the shortage of export containers, the company took multiple measures and scrambled to book container shipping spaces through multiple channels to ensure the export shipment volume to the greatest extent. Grasp the procurement rhythm according to the demand and raw material market, strengthen the interaction with the factory, and reduce the impact of raw material price fluctuation on the company’s business. The company’s overseas marketing team continues to strengthen customer communication, tap new customer needs, formulate practical sales plans, and focus on ensuring the order supply of high-quality customers. Through a series of effective measures, the company’s sales revenue will continue to grow in 2021. On the basis of consolidating and expanding the traditional overseas sales market and benefiting from the strong support of the state for cultural and creative industries and export industries, the company broke through the traditional thinking mode, strengthened the deployment of troops in the Chinese market, increased the channel construction of Internet e-commerce, actively explored new media sales modes such as live e-commerce, and increased the layout of online marketing channels with the help of mature e-commerce and live broadcasting platforms outside China, Explore more new online markets.
(II) complete the issuance of shares to specific objects and steadily promote the construction of raised investment projects
On October 15, 2020, China Securities Regulatory Commission issued the approval on the issuance of specific shares to the specific registration object of the company. On March 19, 2021, the company completed the issuance of shares to specific objects, and issued 66076254 RMB common shares (A shares) to 18 specific objects, with a par value of RMB 1.00 per share and a total raised capital of RMB 34227499572. After deducting the fees (including tax) related to the issuance of RMB 1271715388, the actual net raised capital of the company was RMB 32955784184, The total share capital of the company was changed from 220774000 shares to 286850254 shares. On March 31, 2021, the shares issued by the company to specific objects were officially listed.
The completion of the issue of shares to specific objects will help consolidate and enhance the company’s competitive advantage and enter the strategic layout of the IP derivatives market through the combination of external purchase and independent cultivation; Through the establishment of automatic three-dimensional warehouse functional area, the introduction of intelligent sorting system and the construction of big data marketing management platform, the company will enhance its operation ability to provide products and services to existing overseas customers and future target customers, and consolidate the company’s R & D and design advantages; At the same time, enhance the company’s capital strength, alleviate the pressure of the company’s working capital, enhance the company’s risk prevention ability, and provide a strong guarantee for the company’s future operation and development.
During the reporting period, the company continued to actively promote the construction of Profit Cultural & Creative Group Co.Ltd(300640) industrial base project and the design of IP products and operation center project. In 2021, the main body of Profit Cultural & Creative Group Co.Ltd(300640) industrial base project has fallen off the shelf, and the decoration of facade glass curtain wall has been basically completed. At present, all work is steadily advancing.
2、 Corporate governance
(I) convening of the board meeting
In accordance with the relevant provisions of the articles of association and the rules of procedure of the board of directors, the board of directors of the company held 11 meetings of the board of directors in 2021 and considered and adopted 46 proposals. The specific meetings are as follows:
On January 20, 2021, the company held the first meeting of the Fourth Board of directors, deliberated and approved the proposal on electing the chairman of the Fourth Board of directors, the proposal on appointing the general manager of the company, the proposal on appointing the deputy general manager of the company, the proposal on appointing the chief financial officer of the company, the proposal on appointing the Secretary of the board of directors of the company There are 11 proposals in total, including the proposal on electing members of each special committee of the Fourth Board of directors of the company, the proposal on appointing the head of the Audit Department of the company, the proposal on appointing the representative of the company’s securities affairs, the proposal on adjusting the allowance of independent directors, the proposal on changing the registered address and amending the articles of association, and the proposal on convening the first extraordinary general meeting of shareholders in 2021.
On February 22, 2021, the company held the second meeting of the Fourth Board of directors, deliberated and adopted the proposal on the supplementary issuance mechanism of the company’s issuance of shares to specific objects.
On March 5, 2021, the company held the third meeting of the Fourth Board of directors, deliberated and adopted the proposal on determining the raised fund account and authorizing the signing of the tripartite supervision agreement.
On April 20, 2021, the company held the fourth meeting of the Fourth Board of directors, deliberated and approved the proposal on using the raised funds to increase the capital of wholly-owned subsidiaries and the proposal on using some idle raised funds for cash management of wholly-owned subsidiaries.
On April 26, 2021, the company held the fifth meeting of the Fourth Board of directors, deliberated and adopted the proposal on the company’s 2020 annual report and its summary, the proposal on the company’s 2020 annual financial statement report, the proposal on the work report of the company’s 2020 board of directors, and the proposal on the work report of the company’s 2020 general manager The proposal on the 2020 performance report of the audit committee of the board of directors, the proposal on the 2020 profit distribution plan of the company, the proposal on the 2020 self-evaluation report of the company’s internal control, the proposal on hiring the company’s 2021 financial audit institution, the proposal on the special report on the deposit and actual use of the company’s 2020 raised funds The proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds, the proposal on using raised funds to provide loans to wholly-owned subsidiaries to implement investment projects with raised funds, the proposal on increasing the amount of cash management by wholly-owned subsidiaries using some idle raised funds, the proposal on increasing the registered capital of the company and amending the articles of association, the proposal on the first quarter report of the company in 2021 The proposal on carrying out forward foreign exchange trading business and the proposal on convening the 2020 annual general meeting of shareholders have a total of 16 proposals.
On June 3, 2021, the company held the sixth meeting of the Fourth Board of directors, deliberated and adopted the proposal on using some idle raised funds to temporarily supplement working capital.
On August 27, 2021, the company held the 7th Meeting of the 4th board of directors, deliberated and approved the proposal on the company’s 2021 semi annual report and its summary, the proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds, the proposal on the company’s Application for comprehensive credit and provision of mortgage guarantee from the bank There are 5 proposals in total, including the proposal on the controlling shareholder providing related party guarantee for the company’s application for comprehensive credit from the bank and the proposal on convening the second extraordinary general meeting of shareholders in 2021.
On September 8, 2021, the company held the 8th meeting of the 4th board of directors, deliberated and adopted the proposal on appointing the Secretary of the board of directors.
On October 21, 2021, the company held the 9th meeting of the 4th board of directors, deliberated and adopted the proposal on share repurchase scheme of the company.
On October 28, 2021, the company held the 10th meeting of the 4th board of directors, deliberated and adopted the proposal on the third quarter report of the company in 2021.
On November 30, 2021, the company held the 11th meeting of the 4th board of directors, deliberated and adopted the proposal on leasing office space and related party transactions from related parties, the proposal on the extension of some raised investment projects, the proposal on repurchase and cancellation of some restricted shares in the 2018 restricted stock incentive plan There are 6 proposals in total, including the proposal on adjusting the repurchase price and repurchase quantity of restricted shares in the 2018 restricted stock incentive plan, the proposal on reducing the company’s registered capital and amending the articles of association, and the proposal on convening the third extraordinary general meeting of shareholders in 2021.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the board of directors of the company convened and organized an annual general meeting of shareholders and three extraordinary general meetings of shareholders, strictly implemented the resolutions and authorizations of the general meeting of shareholders, gave full play to the functions of the board of directors, and further promoted the construction of standardized corporate governance.
(III) internal control construction
The board of directors of the company actively paid attention to the construction of internal control system and system to ensure the continuous and standardized operation of the company. During the reporting period, the company also organized training and learning for shareholders, directors, supervisors and senior management of the company, enhanced the awareness and ability of shareholders, directors, supervisors and management to regulate their deliberations and actions according to law, and improved the level of decision-making of the company.
(IV) performance of independent directors
In strict accordance with the articles of association and the working system of independent directors, the independent directors of the company actively attend relevant meetings, carefully consider various proposals, give full play to their advantages in professional knowledge, objectively express independent opinions and prior approval opinions, and make independent and fair judgments for the decision-making of the board of directors. During the reporting period, independent directors mainly expressed independent opinions on the company’s related party transactions, profit distribution, equity incentive, deposit and use of raised funds, changes in accounting policies and other matters, gave full play to the supervision role of independent directors on corporate governance, and effectively safeguarded the overall interests of the company and the interests of all shareholders, especially minority shareholders. During the reporting period, the four independent directors of the company raised no objection to the proposal of the board of directors and other matters of the company.
(V) performance of each special committee of the board of directors
1. Audit Committee of the board of directors
In 2021, the audit committee of the board of directors conscientiously performed its supervision duties, listened to the work reports of the internal audit department, reviewed the regular reports, the use of raised funds and projects invested with raised funds, and leased office space from related parties in accordance with the relevant provisions of the articles of association and the working rules of the audit committee of the company, and submitted them to the board of directors for deliberation.
2. Strategy Committee of the board of directors
In 2021, the strategy committee performed its duties diligently and put forward reasonable suggestions on the company’s medium and long-term development strategic planning, the use of raised funds, foreign investment and other matters, so as to provide support and guarantee for the sustainable and steady development of the company.
3. Nomination Committee of the board of directors
In 2021, the nomination committee reviewed and supervised the qualifications and performance ability of directors and senior managers, put forward reasonable suggestions on the appointment and removal of personnel, and earnestly performed relevant duties.
4. Remuneration and assessment committee of the board of directors
In 2021, the remuneration and appraisal committee worked diligently and conscientiously in strict accordance with the relevant provisions of the articles of association and the working rules of the remuneration and appraisal committee of the board of directors, supervised the remuneration management and implementation of the company, and ensured the standardized operation of the company.
3、 Work plan for 2022
In 2022, the board of directors of the company will continue to uphold the principle of being responsible to all shareholders, be diligent and conscientious, and actively play a core role in corporate governance. Focus on the following work:
1. The board of directors will convene and convene the general meeting of shareholders and the board of directors in accordance with the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and other relevant provisions, standardize the operation, make scientific decisions, and effectively implement each resolution.
2. The special committees of the board of directors will convene and hold meetings of the special committees in accordance with the rules of procedure of the company’s strategy committee, the rules of procedure of the company’s audit committee, the rules of procedure of the company’s nomination committee and the rules of procedure of the company’s remuneration and assessment Committee, and carry out relevant work with due diligence.
3. All business segments of the company continue to pay close attention to market demand and product trends, and constantly focus on improving customer value and service satisfaction
