Unswervingly promote reform and set sail on a new journey
—— Shanghai Environment Group Co.Ltd(601200) 2021 annual work report of the board of directors
2021 is the 100th anniversary of the founding of the Communist Party of China and the opening year of the 14th five year plan. In the face of the capricious covid-19 epidemic, the company comprehensively promotes the normalization prevention and control of covid-19 pneumonia epidemic and the high-quality development of the enterprise, continuously enhances the core competitiveness of the company and fully completes all objectives and tasks within the year. The board of directors of the company strictly abides by the company law, the securities law and other laws and regulations, earnestly performs various responsibilities entrusted by the articles of association, strictly implements various resolutions of the general meeting of shareholders, actively promotes the implementation of various resolutions of the board of directors, constantly standardizes the corporate governance structure, strengthens information disclosure, performs its duties and duties diligently, and has made fruitful work for the scientific decision-making and standardized operation of the board of directors, Effectively protect the interests of the company and all shareholders. The main work report of the board of directors in 2021 is as follows:
Part I review of work in 2021
1、 Board operation
In 2021, the board of directors of the company, in accordance with the company law, the guidelines for the governance of listed companies, the articles of association and other relevant regulations, actively performed its duties from the perspective of stable and sustainable development and safeguarding the interests of shareholders, carefully and responsibly considered various proposals submitted to the board of directors, and made important decisions on major issues of corporate governance and operation management. During the year, the board of directors held 11 meetings and considered 39 proposals, including periodic reports, profit distribution, system revision, organizational structure adjustment and related party transactions. The details are as follows:
On February 5, the company held the ninth meeting of the second board of directors by means of communication voting, deliberated and adopted the proposal on the company’s daily connected transactions in 2020 and the expected daily connected transactions in 2021.
On March 4, the company held the 10th meeting of the second board of directors by means of communication voting, and deliberated and adopted the proposal on establishing solid waste, water and other business departments and adjusting the organizational structure of the company.
On March 22, the company held the 11th meeting of the second board of directors by on-site voting, and deliberated and adopted 18 proposals, including the proposal on the company’s 2020 annual report and summary and the proposal on the company’s 2020 social responsibility report.
On April 29, the company held the 12th meeting of the second board of directors by means of communication voting, deliberated and adopted four proposals, including the proposal on the company’s report for the first quarter of 2021 and the proposal on continuing the registration and issuance of debt financing instruments.
On June 7, the company held the 13th meeting of the second board of directors by means of communication voting, deliberated and adopted five proposals, including the proposal on the expected daily connected transactions of the new company in 2021 and the proposal on changing the business scope of the company and amending the articles of association.
On June 28, the company held the 14th meeting of the second board of directors by means of communication voting, deliberated and adopted two proposals: the proposal on the tenure system and contractual management scheme of the company’s senior managers and the proposal on formulating the company’s management system for information disclosure of debt financing instruments in the inter-bank bond market.
On July 16, the company held the 15th meeting of the second board of directors by means of communication voting, and deliberated and adopted three proposals, including the proposal on the financing scheme of Songjiang wet waste project and Songjiang construction waste project, and the proposal on the consideration of Shanghai Environment Group Co.Ltd(601200) “14th five year plan” development plan.
On August 30, the company held the 16th meeting of the second board of directors by means of communication voting, and deliberated and adopted two proposals: the proposal on changing the company’s accounting policies and the proposal on the company’s 2021 semi annual report and summary.
On September 3, the company held the 17th meeting of the second board of directors by means of communication voting, and deliberated and adopted the proposal on signing house leasing and property management agreement and related party transaction. On October 29, the company held the 18th meeting of the second board of directors by means of communication voting, deliberated and adopted the proposal on 6012 Zoje Resources Investment Co.Ltd(002021) third quarter report.
On December 10, the company held the 19th meeting of the second board of directors by means of communication voting. The meeting deliberated and adopted the proposal on the expected daily connected transactions of the new company in 2021.
2、 Special committee management
1. Audit Committee
On January 7, the company held the third meeting of the audit committee of the second board of directors by means of communication voting. The meeting deliberated and adopted the proposal on the audit plan of the company’s financial and internal control report in 2020.
On February 4, the company held the fourth meeting of the audit committee of the second board of directors by means of communication voting. The meeting deliberated and adopted the proposal on the company’s daily connected transactions in 2020 and the expected daily connected transactions in 2021.
On March 16, the company held the fifth meeting of the audit committee of the second board of directors by on-site voting. The meeting considered and adopted five proposals, including the proposal on Revising the company’s accounting policies due to the change of accounting standards for business enterprises, the proposal on the company’s audit work summary in 2020 and the audit work plan in 2021.
On March 22, the company held the sixth meeting of the audit committee of the second board of directors by on-site voting. The meeting considered and adopted five proposals, including the proposal on the company’s 2020 financial statements and audit report and the proposal on the 2020 internal control evaluation report.
On April 28, the company held the seventh meeting of the audit committee of the second board of directors by means of communication voting. The meeting considered and adopted the proposal on 6012 Zoje Resources Investment Co.Ltd(002021) first quarter report.
On August 20, the company held the eighth meeting of the audit committee of the second session of the board of directors by means of communication voting. The meeting deliberated and adopted the proposal on the company’s 2021 semi annual report and summary and the proposal on Revising the company’s accounting policies due to the change of accounting standards for business enterprises. On September 3, the company held the ninth meeting of the audit committee of the second board of directors by means of communication voting. The meeting deliberated and adopted the proposal on signing house leasing and property management agreement and related party transactions.
On October 28, the company held the 10th meeting of the audit committee of the second board of directors by means of communication voting. The meeting deliberated and adopted the proposal on 6012 Zoje Resources Investment Co.Ltd(002021) third quarter report.
2. Remuneration and assessment committee
On February 9, the company held the second meeting of the remuneration and assessment committee of the second session of the board of directors by means of communication voting. The meeting deliberated and adopted the proposal on the performance evaluation and remuneration payment of the company’s directors and senior managers in 2020.
3. Strategy Committee
On March 15, the company held the first meeting of the strategy committee of the second board of directors by means of communication voting. The meeting deliberated and adopted two proposals: the proposal on profit distribution of the company in 2020 and the proposal on comprehensive credit extension of the company and its subsidiaries in 2021.
On July 2, the company held the second meeting of the strategy committee of the second session of the board of directors by means of communication voting, at which the proposal on formulating the development plan of Shanghai Environment Group Co.Ltd(601200) “the 14th five year plan” was considered and adopted.
3、 Decisions of the general meeting of shareholders
In 2021, in accordance with the relevant requirements of the company law, the articles of association and the rules of procedure of the general meeting of shareholders, the board of directors of the company convened a general meeting of shareholders. The meeting was held as follows: on June 30, the company held the 2020 annual general meeting of shareholders by combining on-site voting and online voting, The meeting deliberated and adopted 13 proposals, including the proposal on the company’s daily connected transactions in 2020 and the expected daily connected transactions in 2021, the proposal on the company’s annual report and summary in 2020, and the proposal on the company’s profit distribution in 2020.
4、 Other work
1. Timely revise rules and regulations
In March 2021, the CSRC revised the measures for the management of information disclosure of listed companies. In order to further standardize the operation of listed companies, according to the relevant provisions of the latest laws and regulations, the company began to sort out and revise the rules of procedure of the general meeting of shareholders and the management system of information disclosure, and formulated the management system of information disclosure of debt financing instruments in the inter-bank bond market according to business needs. At the same time, in order to implement the company’s “14th five year plan” development plan, effectively implement the strategic blueprint of upgrading from “2 + 4” to “environmental governance +”, promote the horizontal diversified development and vertical integrated development of the company’s business, sort out and change the relevant contents of the business scope agreed in the articles of association, and ensure the legal, compliant and efficient operation of the company.
2. Strengthen information disclosure management
The board of directors of the company strictly implements the internal information disclosure system, insider management system and major event reporting system of the company in strict accordance with the stock listing rules of Shanghai Stock Exchange, Shanghai Environment Group Co.Ltd(601200) information disclosure management system and other relevant regulations, so as to ensure the authenticity, accuracy, integrity, timeliness and fairness of information disclosure. During the reporting period, the company successfully completed 4 regular reports, including the annual report of 2020, the first quarter report of 2021, the semi annual report of 2021 and the third quarter report of 2021; A total of 40 temporary announcements were disclosed, including related party transactions, changes in equity caused by the increase or decrease of shareholders’ holdings, the company’s regular operating data, the relocation of office address and the change of investors’ contact number. In particular, according to the requirements of the new securities law, focus on shareholders holding more than 5%, and do a good job in reminding and cooperating with relevant shareholders on the disclosure of shareholding increase plan, equity change report and other matters. Conscientiously implemented the social responsibility of state-controlled environmental protection listed companies, actively connected with the letter Phi requirements of Shanghai Stock Exchange on the environment, social responsibility and corporate governance of listed companies, issued the company’s 2020 social responsibility report, and obtained good feedback from the capital market. In August, the company won the “a” level evaluation of information disclosure of companies listed on Shanghai Stock Exchange’s main board from 2020 to 2021.
3. Strengthen corporate governance and internal control
In strict accordance with the regulatory requirements of listed companies, the company has established and implemented a systematic internal control system and a long-term internal control and supervision mechanism from the company level to the business level based on the basic norms of enterprise internal control and the application guidelines of enterprise internal control, combined with the company’s industry characteristics and the actual operation of business expansion. During the year, a comprehensive self-examination was conducted on the situation of directors, supervisors and senior management of listed companies, information disclosure, system construction, management of three committees, related parties and related transactions, internal control, controlling shareholders, capital occupation, external guarantee and other matters. No violations were found to ensure that the corporate governance meets the regulatory requirements of the CSRC.
Based on its excellent experience in corporate governance, environmental protection, internal control, information disclosure and investor protection, the company actively participated in the selection of best practice cases of corporate governance and internal control in Shanghai listed companies launched by Shanghai Listed Companies Association in March, and finally won the “best practice case of corporate governance and internal control”, which is the first time since the company was listed, It reflects the recognition of the regulatory authorities for Shanghai Environment Group Co.Ltd(601200) corporate governance.
4. Carefully maintain investor relations
The company actively held 2020 and 2021 semi annual performance presentation meetings, communicated and exchanged with investors, focused on matters of concern to investors such as business development planning and main financial conditions, widely listened to investors’ opinions and suggestions, and maintained shareholders’ interests and the image of listed companies. In particular, in early April, the 2020 annual performance briefing for investors was successfully held by video for the first time, and the participation in the publicity week of the “beautiful China” performance briefing of Shanghai Stock Exchange is of great significance for the company to establish a good image in the capital market.
In addition, in mid April, the company took the lead in holding the “entering the listed company” and institutional investor exchange meeting. More than 30 industry researchers and institutional investors from China Securities Co.Ltd(601066) , Gf Securities Co.Ltd(000776) , Huatai Securities Co.Ltd(601688) and other institutions were invited to visit the Laogang incineration project, exchanged and interacted with the company’s management, listened to the suggestions of investors, and enhanced the understanding and recognition of institutional investors on the company’s business and culture, It is of great significance for the company to continue to do a good job in investor protection and improve the level of corporate governance.
The second part is the working ideas and ideas in 2022
To the vast and subtle, to the far-reaching and broad. 2022 is a key year for the full implementation of the 14th five year plan. Shanghai Environment Group Co.Ltd(601200) will actively focus on the national strategy, benchmark the advanced industry, based on the development orientation, unswervingly deepen reform, go all out to optimize management, and strive to write a new chapter of high-quality development.
1、 Gather strength to improve management efficiency and serve the development strategy of the country and the city
Practice the people’s city concept, closely follow the policy opportunities, continue to cultivate Shanghai, focus on the integration of the Yangtze River Delta, “five new towns” construction and the Yangtze River protection strategy, organize all business departments to speed up the cultivation of self hematopoietic function, actively connect, find market opportunities, constantly fill the project reserve list, strive for new breakthroughs, improve business performance, and seek the long-term sustainable development of enterprises in serving the overall development situation.
2、 Promote the transformation of R & D applications and accelerate the transformation of science, innovation and digitization
Further accelerate the transformation and application of innovative achievements, support the construction of science and innovation center in Laogang base, form soil remediation technology with independent intellectual property rights, enable enterprise development and promote business upgrading; We will deepen the implementation of refined, standardized and information management, actively promote the application of five scenarios of digital transformation, and promote the construction of the division’s vertical control system and horizontal coordination system.
3、 Focusing on the opportunity of double carbon policy, explore the path of carbon reduction, energy conservation and efficiency increase
Under the background of “double carbon” and national subsidy adjustment policies, actively seize the strategic opportunity, complete the company’s “carbon peak and carbon neutralization” plan, conduct management and control evaluation on the operating conditions of key links such as domestic waste terminal disposal facilities, equipment energy consumption, cost-effectiveness and other core indicators, establish a full chain carbon emission list and index system, carry out carbon trading pilot, and explore the path of carbon reduction, energy conservation and efficiency, Enhance the competitiveness of enterprises in response to changes.
4、 We will continue to stimulate the vitality of reform and implement a multi-channel talent development mechanism
Complete the formulation and implementation of the multi-channel talent development mechanism as soon as possible, actively explore the market-oriented selection and employment mechanism, do a good job in the cultivation of talents such as emerging business leaders, strengthen the influence and voice of high-end leading talents in the industry, tap a number of operation and management talents with strategic vision, innovation consciousness, development and enterprising, know people and make good use of them, and fully realize the matching of people and posts and the best use of people.
Shanghai Environment Group Co.Ltd(601200) board of directors
