Xinjiang Tianshan Cement Co.Ltd(000877)
Work report of the board of directors in 2021
In 2021, the board of directors of Xinjiang Tianshan Cement Co.Ltd(000877) (hereinafter referred to as "the company" or " Xinjiang Tianshan Cement Co.Ltd(000877) " and "new Tianshan") conscientiously performed the duties entrusted by the general meeting of shareholders, standardized and effectively carried out various work of the board of directors, actively promoted the implementation of the resolutions of the board of directors and implemented the resolutions of the general meeting of shareholders. All directors of the company faithfully, honestly and diligently perform their duties in accordance with the rights and obligations conferred by relevant laws, regulations and the articles of association. The board of directors gave full play to its core role in corporate governance, continuously standardized the corporate governance structure, improved the standard operation level of the company, and safeguarded the legitimate rights and interests of the company and all shareholders.
1、 Operation of the company in 2021
The company insists on focusing on the main responsibility and main business, and continues to make efforts in "becoming stronger and better". Through the joint efforts of all employees, the company sold 28.167 million tons of cement in the whole year, a decrease of 1.99% over the same period of last year; 35.73 million tons of clinker were exported, a decrease of 13.34% over the same period last year; The seller mixed 104.72 million m3, an increase of 0.50% over the same period last year, and sold 85.7 million tons of aggregate, an increase of 34.13% over the same period last year. The operating revenue was 169979 billion yuan, a year-on-year increase of 4.83%; The net profit attributable to shareholders of listed companies was 12.53 billion yuan, a year-on-year decrease of 3.53%. 15.97 billion yuan of taxes and fees were paid.
2、 Work of the board of directors in 2021
(I) board meeting
In 2021, the company held 18 meetings of the board of directors. The convening, convening and voting procedures of the meeting were in accordance with the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors, and the resolutions made at the meeting were legal and effective. It focused on the major asset restructuring and supporting financing of the company and the improvement of the proportion of cash dividends in 20212023.
（2） Implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the company held 9 general meetings of shareholders. The general meeting of shareholders adopted the combination of on-site voting and online voting to make decisions on relevant matters of the company according to law, and all resolutions were in compliance and effective. The board of directors of the company strictly promotes the implementation of the resolutions of the general meeting of shareholders and the authorized matters of the general meeting of shareholders in accordance with the company law, securities law and other laws and regulations as well as the relevant provisions of the articles of association.
(III) performance of each special committee of the board of directors
The board of directors of the company has four special committees: Audit Committee, remuneration and assessment committee, nomination committee and Strategy Committee. The composition plan of the special committee of the eighth board of directors was completed in December 2021.
1. Performance of the audit committee of the board of directors
The audit committee of the board of directors of the company earnestly performs its duties and urges the establishment, improvement and effective implementation of the company's internal control system in accordance with the relevant provisions of the articles of association and the detailed rules for the implementation of special committees of the board of directors. During the reporting period, the audit committee was held 8 times. During the annual audit of the company, the members earnestly performed their duties, conducted on-site inspection, paid attention to major matters, maintained the independence of the audit process, and ensured the authenticity, objectivity and fairness of the audit report.
2. Performance of the remuneration and assessment committee of the board of directors
The remuneration and assessment committee of the board of directors of the company deliberated and approved the measures for the assessment of the operating performance of senior managers during their tenure, the measures for the management of the tenure system and contractual management of members of the management, the Xinjiang Regional excess profit sharing scheme and the proposal to adjust the allowance standard of independent directors.
3. Performance of the strategy committee of the board of directors
The strategy committee of the board of directors of the company reviewed the development strategy and plan of the 14th five year plan, put forward the enterprise development objectives, key tasks and implementation path, actively explore new development directions, adhere to the concept of green development, innovate marketing mode and constantly expand the market.
4. Performance of the nomination committee of the board of directors
The nomination committee of the board of directors deliberated and approved the proposal on nominating candidates for independent directors of the seventh board of directors and the proposal on nominating candidates for directors and independent directors of the eighth board of directors.
(IV) performance of duties of independent directors
The independent directors of the company faithfully, diligently and conscientiously perform their duties in strict accordance with the company law, the articles of association and the relevant laws and regulations issued by the CSRC, actively understand the production and operation of the company, actively promote the healthy development of the company, give full play to their professional advantages and independent role, effectively safeguard the interests of shareholders and the company, and protect the legitimate rights and interests of minority shareholders.
3、 Annual dividend of the company
The profit distribution plan for 2021 is: take 8663422814 shares as the base, distribute 3.30 cash dividends (including tax) to all shareholders for every 10 shares, and send 0 bonus shares (including tax). Instead of converting the accumulation fund into share capital, a total of 285892952862 yuan is distributed, accounting for 50.85% of the net profit attributable to the shareholders of the parent company after excluding the transition profit and loss enjoyed by the original shareholders of the subject company in the audited consolidated statement, The remaining profit of 58512787576 yuan is carried forward to the next year.
4、 Information disclosure
During the reporting period, the board of directors strictly abided by the administrative measures for information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the articles of association, completed the regular report disclosure on time in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange, and issued various temporary announcements in a true, accurate, complete and timely manner according to the actual situation of the company, so as to further improve the systematicness and accuracy of information disclosure Standardization and timeliness, and fully meet the regulatory requirements. In 2021, the company completed the preparation and disclosure of regular reports, standardized the disclosure of 128 temporary announcements and various reports, faithfully fulfilled the obligation of information disclosure, ensured that investors knew the major matters of the company in time, and protected the interests of small and medium-sized investors to the greatest extent. In 2020, the company's information disclosure received A-level evaluation from Shenzhen Stock Exchange.
5、 Investor relations management
During the reporting period, the company further improved the management of investor relations, maintained positive interaction with investors, and established a smooth two-way communication channel with investors through interactive platform, investor hotline, holding annual report performance briefing, collective reception day for investors of listed companies, receiving field research and other ways, so as to enhance investors' understanding and recognition of the company and help the continuous improvement of corporate governance.
6、 Construction of rule of law
According to the spirit of the opinions on further deepening the construction of central enterprises under the rule of law and other documents, during the reporting period, the company deeply studied and implemented Xi Jinping the thought of rule of law, earnestly implemented the strategic deployment of comprehensive rule of law and continued to deepen the construction of Central enterprises under the rule of law; In accordance with the deployment of the Central Working Conference on comprehensively ruling the country by law, based on the new development stage, implement the new development concept, build a new development pattern, focus on the three-year action of state-owned enterprise reform and the company's development plan, strive to improve the leadership responsibility system, legal governance system, rules and regulations system, compliance management system and work organization system, and continuously improve the leadership and support ability of rule of law work, risk control ability, foreign-related guarantee ability The ability to actively protect rights and digital management, and constantly deepen the construction of central enterprises under the rule of law with improved governance, operation compliance, standardized management, law-abiding and integrity.
7、 Priorities of the board of directors in 2022
2022 is the key year of the 14th five year plan, the opening year of new Tianshan, and a year of high-quality development after Xinjiang Tianshan Cement Co.Ltd(000877) major asset restructuring. While making scientific decisions and coordinating the operation, the board of directors will focus on the following work:
1. Conscientiously perform the responsibilities entrusted by relevant laws, regulations, the articles of association and other relevant provisions, standardize and efficient operation and prudent and scientific decision-making, implement various decisions and arrangements of the company, and improve the work efficiency and quality of the board of directors.
2. Continue to optimize the corporate governance structure of the company, improve the standard operation level, strengthen the construction of internal control system, and adhere to the management of enterprises according to law; Optimize the internal control process, constantly improve the risk prevention mechanism, and promote the high-quality development of the company.
3. Continue to attach great importance to information disclosure, do a good job in information disclosure in strict accordance with relevant regulatory requirements, and constantly improve the transparency and timeliness of the company's information disclosure. Continue to strengthen the communication between the company and investors, communicate with investors through multiple channels and levels, deepen investors' understanding and recognition of the company, and promote the long-term and stable good interactive relationship between the company and investors.
In 2022, the board of directors of the company will make innovations and breakthroughs, strengthen confidence, fulfill their duties, overcome difficulties, meet high standards and strict requirements, and comprehensively do all the work in 2022.
Xinjiang Tianshan Cement Co.Ltd(000877) board of directors
February 21, 2023
