Sichuan Anning Iron And Titanium Co.Ltd(002978)
Work report of the board of directors in 2021
In 2021, the board of directors of Sichuan Anning Iron And Titanium Co.Ltd(002978) (hereinafter referred to as “the company”) conscientiously performed its obligations and exercised its powers in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, the articles of association, the rules of procedure of the board of directors and other provisions, in the attitude of being responsible to all shareholders, strictly implemented the resolutions of the general meeting of shareholders and actively carried out all work of the board of directors, It has effectively guaranteed the good operation and sustainable development of the company. The main work of the board of directors in 2021 is reported as follows: I. business overview of the company
It was an unusual year, 2021. In the face of the complicated economic situation caused by the global epidemic and constant friction between China and the United States, the company did not forget its original intention and forged ahead according to the business plan formulated at the beginning of the year, realizing the steady improvement of the company’s performance.
During the reporting period, the company achieved a total operating income of 23033288 million yuan, a year-on-year increase of 40.75%; The net profit attributable to the parent company was 1435107200 yuan, a year-on-year increase of 104.85%. 2、 Daily performance of duties of the board of directors (I) convening of board meetings
In 2021, the board of directors of the company convened and held meetings of the board of directors in strict accordance with relevant laws and regulations, the articles of association, rules of procedure of the board of directors and other relevant provisions to review and make decisions on various major matters of the company. A total of 10 board meetings were held throughout the year, as follows:
No. time of the meeting session to review the proposal
1. The fourth session of the fifth session 2021 / 1 / 20 1. Proposal on the prediction of the company’s daily connected transaction quota in 2021
2. Proposal on convening an extraordinary general meeting of shareholders
1. Proposal on the company’s proposed transfer of assets to wholly-owned subsidiaries
2. The fifth session of the fifth session 2021 / 3 / 22 2. Proposal on using part of the raised funds to increase capital to wholly-owned subsidiaries, implement raised investment projects and increase special accounts for raised funds
1. 2020 general manager’s work report
2. Work report of the board of directors in 2020
3. The sixth financial statement report of the fifth session for 2021 / 3 / 30 and 2020
4. Proposal on 2020 annual report and its summary
5. Special report on the deposit and actual use of raised funds in 2020
Motion
6. Plan for profit distribution in 2020
7. Proposal on self evaluation report on internal control of the company in 2020
8. Proposal on the proposed reappointment of the accounting firm in 2021
9. Proposal on changes in accounting policies
10. Proposal on the remuneration scheme of directors and senior managers
11. Proposal on convening the 2020 annual general meeting of shareholders
4. The 7th session of the 5th 2021 / 4 / 25 1. Proposal on investing in the construction of large-scale, efficient and clean separation and extraction demonstration project of vanadium titanium magnetite
5. The eighth session of the fifth session 2021 / 4 / 28 1. Proposal on the full text and text of the first quarter report of 2021
2. Proposal on terminating investment and establishing a wholly-owned subsidiary
6. The 9th session of the 5th session 2021 / 6 / 7 1. Proposal on the use of idle raised funds and idle self owned funds for cash management 2. Proposal on the appointment of securities affairs representatives
1. Proposal on 2021 semi annual report and its summary
2. Proposal on the special report on the deposit and actual use of raised funds in the half year of 2021 7 the 10th 2021 / 8 / 4 report of the fifth session
3. Plan for profit distribution in the half year of 2021
4. Proposal on increasing the estimated amount of daily connected transactions in 2021
5. Proposal on convening the second extraordinary general meeting of shareholders in 2021
8. The 11th session of the fifth session 2021 / 10 / 25 1. Proposal on the third quarter report of 2021
2. Proposal on the appointment of senior managers
9. The 12th session of the fifth session 2021 / 11 / 29 1. Proposal on the resignation and appointment of the general manager
2. Notice on convening the third extraordinary general meeting of shareholders in 2021
10. The 13th session of the fifth session 2021 / 12 / 21 1. Proposal on the appointment of senior managers
（2） Implementation of resolutions of the general meeting of shareholders
In 2021, the board of directors of the company convened and organized four general meetings of shareholders in strict accordance with relevant laws and regulations, 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.
The board of directors of the company carefully implemented the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders. The details of the 4th shareholders’ meeting are as follows:
No. time of the meeting session to review the proposal
1. The first temporary shareholder in 20212021 / 2 / 8 1 Proposal on the estimation of the company’s daily connected transaction quota in 2021
an assembly
1. 2020 annual report of the board of directors
2. Work report of the board of supervisors in 2020
3. Financial statement report of 2020
2 2020 annual general meeting 2021 / 4 / 22 4, 2020 annual report and its summary
5. Plan for profit distribution in 2020
6. Proposal on the proposed reappointment of the accounting firm in 2021
7. Proposal on the remuneration scheme of directors and senior managers
8. Proposal on the remuneration scheme of supervisors
3. The second interim shareholders’ meeting in 2021 on August 24, 2021 1 1. Plan for profit distribution in the half year of 2021
an assembly
4. The third extraordinary shareholders’ meeting on December 20, 2021 1. Proposal on the resignation of the chairman of the board of supervisors and the nomination of non employee representative supervisors
（3） Performance of special committees
The board of directors of the company has four special committees, namely strategy committee, audit committee, nomination committee and salary and assessment committee. In 2021, based on the principle of diligence, the special committees carried out relevant work in accordance with relevant laws and regulations, normative documents and relevant provisions of the working system of the special committees of the company. The performance of the special committees in 2021 is as follows:
1. Strategy Committee: in 2021, the strategy committee made an in-depth analysis of the company’s business conditions, development prospects, risks and opportunities in the industry in combination with the characteristics and development stage of the company’s industry, providing strategic support for the company’s sustainable and steady development. In order to further implement the collectivization strategy and seize the opportunities with investment value, the strategy committee reviewed the termination of the establishment of wholly-owned subsidiaries and foreign investment.
2. Audit Committee: in 2021, the audit committee performed its duties in accordance with relevant regulations, understood the company’s financial status and operation in detail, reviewed the company’s periodic reports, use of raised funds, financial final accounts, profit distribution, changes in accounting policies, renewal of annual audit institutions and other matters, reviewed the implementation of the company’s internal control, and effectively performed the audit evaluation and supervision functions of the audit committee.
3. Nomination Committee: in 2021, the company nominated senior managers, and the nomination committee reviewed the qualifications, professional abilities and working experience of the proposed senior managers.
4. Remuneration and assessment committee: in 2021, the remuneration and assessment committee carefully checked the performance and remuneration of directors and senior managers according to the relevant internal regulations of the company and the actual situation of the company. It is considered that the performance of directors and senior managers of the company is qualified and the remuneration payment of the company meets the relevant regulations. （4） Performance of independent directors
In 2021, the independent directors of the company performed their duties independently and impartially, fully exercised the functions and powers of the independent directors, actively participated in the board of directors and the general meeting of shareholders of the company, understood and listened to the report on the operation of the company, and communicated with the directors, supervisors The senior management, internal audit department and accountants had good communication and issued independent, objective and impartial opinions on matters requiring prior opinions and independent opinions of independent directors during the reporting period, which played an important role in safeguarding the interests of the company and shareholders, especially public shareholders. The independent directors agreed to all the proposals considered by the board of directors of the company this year, and the relevant suggestions of the independent directors to the company have been adopted. （5） Information disclosure
In 2021, the board of directors strictly complied with the relevant provisions of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, completed the disclosure of periodic reports on time, and issued interim announcements such as resolutions of the third board of directors in a true, accurate, complete and timely manner in combination with the actual situation of the company, faithfully fulfilled the obligation of information disclosure, Ensure that investors know the major issues of the company in time and protect the legitimate interests of investors to the greatest extent. （6） Investor relations management
In 2021, the board of directors strictly complied with the relevant provisions of laws and regulations such as the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and did a good job in the management of investor relations of the company. The board of directors also adopted a combination of “please come in and go out” to carry out investor relations management. First, the board of directors organized 2 online performance presentations and 3 analyst teleconferences to publicize the company to major institutions and strengthen investors’ understanding of the company. Secondly, the board of directors actively “went global”. As of December 31, 2021, the company has established cooperative relations with 15 securities companies (nonferrous metals and chemical teams), and determined the nonferrous metals teams of Haitong Securities Company Limited(600837) , Tianfeng Securities Co.Ltd(601162) , Cinda securities as the main partners of the company. Through various channels such as investor telephone, investor interaction platform and field research, we strengthened the contact and communication with investors, especially institutional investors, promoted the benign relationship between the company and investors, and strengthened investors’ understanding and recognition of the company. 3、 Key work and future prospect in 2022
In 2022, the board of directors of the company will
