Shandong Humon Smelting Co.Ltd(002237)
Work report of the board of directors in 2021
Dear directors
2021 is the first year of the 14th five year plan. The Shandong Humon Smelting Co.Ltd(002237) board of directors diligently and faithfully performs its duties in strict accordance with the requirements of the company law, the securities law and other laws and regulations, normative documents, the articles of association and the relevant provisions of the company’s system, strictly implements the resolutions of the general meeting of shareholders, earnestly urges the implementation of the resolutions of the board of directors, scientifically coordinates the overall situation, conforms to the opportunity, continuously improves the level of corporate governance and promotes the steady growth of the company, It has laid a good beginning for the new leap forward development of the company in the 14th five year plan. On behalf of the board of directors of the company, I hereby make the following report on the work of 2021 and the work plan of 2022 for your consideration.
1、 Review of work in 2021
In 2021, influenced by many factors such as the New Coronavirus epidemic and Sino US trade friction, the global economic uncertainty increased. In the increasingly complex and changeable situation outside China, the company overcomes difficulties and strives for progress. On the one hand, it strives for progress while maintaining stability and consolidates the existing Chinese market; On the other hand, we have broadened our horizons, actively explored the international market, carried out work closely around the business plan for 2021, completed various tasks, and achieved a steady start in the 14th five year plan.
(I) production and operation of the company in 2021
In 2021, the company realized an operating revenue of 41382878500 yuan, an increase of 14.78% over the same period of last year; The operating profit was 530997300 yuan, an increase of 10.40% over the same period last year; The total profit was 492862900 yuan, an increase of 17.13% over the same period last year; The net profit attributable to the owners of listed companies was 4548174 million yuan, an increase of 24.16% over the same period last year, mainly due to the rise in the price of some products and the enhancement of profitability.
In 2021, the company’s main products achieved 39.6 tons of gold, 757.2 tons of silver, 194800 tons of electrolytic copper and 1374700 tons of sulfuric acid.
(II) important achievements and progress in key projects of the enterprise
1. The mining and beneficiation construction project of Liaoshang gold mine has obtained the mining Certificate in 2020, and various approval procedures have been obtained successively. The company is actively preparing for the commencement of the project. This project is one of the key projects of the company and the number one project for the company to strengthen and expand the mining sector. After completion, it will lay a solid foundation for the company to improve its profitability in the future.
2. The environmental impact assessment, safety assessment and energy assessment of the company’s “complex gold concentrate multi-element comprehensive recovery project” have been approved, and the company is actively preparing for the commencement of the project.
3. The production process of phase II Laboratory of the development and industrialization project of high-purity new materials has been opened up, and industrialization is being implemented. At present, the infrastructure construction of the project has been carried out in an orderly manner.
(III) increase financing and investment, and steadily promote the implementation of investment and financing projects
1. In 2021, the company successfully obtained the credit rating of AA +, successfully issued two ultra short-term financing bonds and one medium-term notes, raised a total of 1.1 billion yuan, and the average financing interest rate was 3.65%, which effectively optimized the company’s debt structure and reduced the financing cost. In addition, the bank credit line increased by 4.76 billion yuan compared with 2020, and the comprehensive financing interest rate decreased by 0.17%.
2. Through fruitful work, the company has made significant progress in resource M & A, successfully achieved equity cooperation with Wanguo mining, obtained a total of 172814000 shares of Wanguo mining by subscribing for newly issued shares under general authorization and agreed transfer shares, and completed the transaction and transfer procedures in March 2021. The company holds 20.87% of the total shares of Wanguo mining, becoming the second largest shareholder of Wanguo mining. This equity cooperation provides an important reference for the future M & A of overseas mining resources and is conducive to the further formation of international M & A ideas. However, at the same time, it should be noted that the political risks of Solomon Islands under Wanguo may bring uncertainty to the development of Jinling gold mine project, and the exploration and development cycle of mineral resources is long, the investment is large, the complexity is high and there are many uncontrollable factors. Therefore, there is a risk of regional expectation in the reserves or output of Solomon Jinling gold mine, which may affect the future profitability of Wanguo mining and the future resource reserves of the company.
(IV) further deepen the reform and enhance the internal driving force of enterprise development
In 2021, the board of directors will unite and lead all employees to strengthen the organic combination of system, mechanism, management and culture, complement each other’s advantages, and further stimulate the innovation enthusiasm of cadres and employees. In practical work, we deepened the internal reform of the enterprise, optimized the asset quality, standardized the management process, improved the incentive mechanism, and successfully implemented the employee stock ownership plan, which made the corporate governance more standardized, reasonable, scientific and efficient, and realized the double improvement of enterprise efficiency and efficiency.
2、 Performance of the board of directors
The board of directors of the company carries out its work in strict accordance with the company law, the securities law, the guidelines for the governance of listed companies, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other laws and regulations and the company’s system, and performs its duties and obligations in good faith and diligence.
(I) meetings of the board of directors during the reporting period
In 2021, the board of directors of the company convened and held 8 meetings of the board of directors in strict accordance with relevant laws and regulations, the articles of association and other relevant provisions, and considered 43 proposals, including major matters such as profit distribution, amendment of the articles of association, related party transactions, employee stock ownership plan and annual investment plan, which fully protected the legitimate rights and interests of all shareholders while ensuring the efficient operation of the company.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the board of directors actively promoted the implementation of the important decisions made by the general meeting of shareholders in accordance with the requirements of laws and regulations, and the legitimate rights and interests of shareholders were effectively protected. The board of directors of the company convened three general meetings of shareholders,
Among them, there were one annual general meeting and two extraordinary general meetings, forming a total of 18 resolutions. The general meeting of shareholders adopted the combination of on-site voting and online voting, and counted the votes of small and medium-sized investors separately, ensuring the participation and decision-making rights of small and medium-sized investors. The matters submitted by the board of directors to the general meeting of shareholders for deliberation were adopted.
(III) do a good job in information disclosure and investor relations management, and safeguard the interests of investors and the company
Following the principles of fairness, impartiality and openness, the company treats all investors equally, objectively, truly, accurately and completely reflects the actual situation of the company’s operation in the form of legal information disclosure, and ensures that all investors enjoy the right to know and other legitimate rights and interests. In 2021, the board of directors handled 119 information disclosure documents in accordance with the law. While doing a good job in information disclosure, the board of directors of the company has always attached great importance to the management of investor relations and continuously improved the information communication and exchange between the company and securities regulators, sponsors, securities service institutions, small and medium-sized investors and the media. Strengthen contact and communication with investors through investor telephone, investor email, investor interaction platform, online performance briefing, investor online reception day activities and other channels, constantly optimize the investment value of the company and effectively protect the interests of investors.
3、 Work plan of the board of directors in 2022
In 2022, the board of directors will further strengthen the function of “making strategies, making decisions and preventing risks”, strengthen the construction of the board of directors, and lead Shandong Humon Smelting Co.Ltd(002237) into a new stage of development. The company will continue to adhere to the development idea of specialization and technology promotion, adhere to the development path of becoming stronger, bigger, better and better, consolidate the main business, increase innovation, take multiple measures to help the company’s high-quality development, and feed back to investors with good performance through continuously improving profitability. The board of directors of the company will focus on the following aspects:
(I) deepen measures to promote the implementation of strategy
In 2022, the board of directors of the company will deepen the strategic positioning, dare to reform and innovate, focus on scientific and technological innovation, resource allocation and investment empowerment, promote the optimization of industrial structure, continuously deepen the company’s core competitiveness, organize the decomposition and implementation of the plan, and strengthen the comprehensive implementation of the established planning strategy.
(II) strengthen the guidance of Party building and do a good job in Party building
Strengthen the demonstration and guidance of Party building, based on the new development stage, implement the new development concept, build a new development pattern, adhere to the general tone of “strengthening the guidance of Party building and promoting high-quality development”, take close combination with the actual situation of the enterprise as the starting point, highlight the effectiveness of leading development as the foothold, seriously implement the decision-making mechanism of “three priorities and one major” matters, and actively promote the transformation of the advantages of Party building into development advantages. Turn the spirit of the 19th plenary session of the party’s general secretary of the Communist Party of China into an important driving force for the continuous development of the party and give full play to the spirit of the seventh plenary session of the Communist Party of China. In 2021, according to the requirements of inner-party regulations, the company successively implemented major measures such as the formation of the Party committee and the inclusion of Party construction into the chapter, formulated basic regulations such as the rules of procedure of the Party committee, the three important and one big decision-making system and the learning system of the theoretical Center Group, and defined the principle and direction of Party Construction of the company.
(III) consolidate the main business, seize opportunities and continuously enhance the driving force of enterprise development
First, consolidate the main business and improve profitability. On the basis of expanding the traditional main business, continue to promote technological innovation and product structure optimization, and consolidate the core strategy of “strengthening and expanding gold mining and metallurgy, optimizing and refining high-purity materials”. The company will continue to focus on strengthening the foundation of gold mining and metallurgy, strive to take greater steps in mine M & A and enhance the profitability of the company, but at the same time, pay attention to the geological resources, mine development, laws and regulations, policy changes, management and operation risks of mine M & A, especially the political risks of mine M & A at home and abroad, and timely resolve and prevent and control the situation with the help of favorable conditions of all parties, It will have an adverse impact on future production and operation; Adverse changes in the current effective foreign laws and policies and their interpretation and implementation may affect the operation and income of foreign projects; The language, business environment and legal system of foreign countries are quite different from those of China. If a reasonable management structure and corresponding personnel are not established in time, and the project cannot be incorporated into the overall management system of the company, it will increase the difficulty of management and increase the project risk. In 2022, the company will increase exploration efforts and look for new growth points. At the same time, carry out the construction of informatization and standardization, improve the automation rate of production line, carry out the application of complete sets of intelligent equipment, make continuous efforts to realize the digitization, networking and fewer people of the company, and move towards the construction of intelligent chemical plant.
Second, control risks and seize opportunities. Tighten the string of “risk control” at all times, fully implement risk identification, measurement, analysis, evaluation and management in terms of trade, futures, hedging, investment and financing, formulate effective prevention and control plans, and take accurate measures to pursue advantages and avoid disadvantages to ensure that systematic risks do not occur. At the same time, focus on the management and control of safety and environmental protection risks. Especially at present, we should earnestly strengthen the work of safety production, earnestly implement the main responsibility of the enterprise, resolutely achieve “no production without safety, no production without environmental protection”, and ensure the real safe and green development of the enterprise through solid work and strict supervision. At the same time, the company will actively respond to the major decisions and arrangements on carbon peak, carbon neutralization and circular economy issued by relevant national ministries and trade associations, promote the certification of “green factory” and “green mine”, and inject new momentum into the sustainable and healthy development of the enterprise.
(IV) adhere to the goal orientation and give back to shareholders with excellent performance
Adhere to goal orientation and match relevant resources around business and goals. Make every effort to strengthen international raw material procurement, expand overseas customer base, improve raw material procurement network and ensure enterprise benefits. At the same time, pay close attention to the changes of product prices in the international precious metal market and bulk commodity market, make full use of the relationship between China and foreign countries, futures and spot markets, ensure the smooth completion of various economic indicators and enhance the sustainable profitability of the company.
Technological innovation is an effective way to maintain sustainable profitability and enhance the core competitiveness of enterprises. The company will accelerate the upgrading and transformation of the smelting process, improve the ability of the smelting process to deal with complex materials and the comprehensive recovery level, comprehensively improve the recovery rate of gold, silver and various rare and scattered metals, and choose the opportunity to extend to the downstream gold processing industry. In 2022, the core work is to promote the commencement and construction of three key projects: “complex gold concentrate multi-element comprehensive recovery project”, “Liaoshang gold mine boundary expansion and capacity expansion mining and beneficiation construction project” and “high-purity new material development and industrialization project”.
(V) strengthen talent incentive mechanism and talent reserve
Summarize the experience of the company’s phase I ESOP in 2022, strengthen human resources planning and employee career planning, establish and improve salary management, performance management system, internal incentive policy and employee welfare system, strengthen talent introduction and training, establish an excellent talent team and reserve talents. At the same time, establish the coordination system of morality and ability, strengthen the cultivation and improvement of “morality” and “ability”, strengthen the systematic assessment, and improve the overall quality and operation ability of employees.
(VI) improve corporate governance and promote high-quality development
The company will further optimize the corporate governance structure, improve the company’s compliance management system, promote the implementation of various decisions and arrangements of the company, continue to strengthen the communication and decision-making mechanism, and improve the work efficiency and quality of the board of directors. The board of directors of the company will further improve the relevant rules and regulations of the company and promote the management personnel at all levels of the company to strictly abide by them; Continue to optimize the company’s governance structure, improve the internal control process, implement the risk prevention mechanism, improve the standard operation level, provide basic guarantee for the company’s development, and establish a more standardized and transparent operation system of listed companies.
At the same time, the board of directors will continue to conscientiously and consciously fulfill the obligation of information disclosure in accordance with the new regulatory requirements to ensure that the information disclosure is timely, true, accurate and complete; Carefully manage investor relations and strengthen contact and communication with institutional and individual investors through various channels, so as to facilitate investors to quickly and comprehensively obtain the company’s information and establish a good capital market image for the company.
In 2022, the board of directors of the company will further strengthen its own construction, give full play to the core role of the board of directors in corporate governance, implement the resolutions of the general meeting of shareholders, safeguard the interests of shareholders, perform its duties diligently, and carry out solid work in accordance with the established objectives to ensure the stable and healthy development of the company.
Shandong Humon Smelting Co.Ltd(002237)
Board of directors
March 2022
