Chalkis Health Industry Co.Ltd(000972)
Work report of the board of directors in 2021
In 2021, the board of directors of the company performed its duties and exercised its powers in strict accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the articles of association, the rules of procedure of the board of directors and other systems, with the attitude of being responsible to all shareholders, Earnestly implement the resolutions of the general meeting of shareholders, actively and effectively carry out the work of the board of directors, and ensure the good operation and sustainable development of the company.
1、 Meetings of the board of directors during the reporting period
In 2021, the board of directors of the company held 11 meetings, as follows:
(I) on April 21, 2021, the company held the 33rd meeting of the 8th board of directors, deliberated and adopted the work report of the board of directors in 2020, the full text and summary of the report of the company in 2020, the self-evaluation report of the company’s internal control in 2020, the work report of the independent directors in 2020, the final financial statement report in 2020 and the profit distribution plan in 2020 Proposal on the company’s provision for asset impairment and credit impairment loss in 2020, proposal on the change of the company’s accounting policy, proposal on the special treatment of delisting risk warning for the company’s stock trading, proposal on the special explanation of the board of directors on the matters involved in the company’s audit report with unqualified opinions with emphasis in 2020, and notice on convening the 2020 annual general meeting of shareholders. The resolution announcement of the 33rd meeting of the 8th board of directors and relevant announcements were published in the securities times and cninfo on April 23, 2021.
(II) on April 28, 2021, the company held the 34th interim meeting of the 8th board of directors and deliberated and adopted the report of the company for the first quarter of 2021. The company’s first quarter report of 2021 and relevant announcements were published in the securities times and cninfo on April 30, 2021.
(III) on May 14, 2021, the company held the 35th extraordinary meeting of the eighth board of directors, deliberated and adopted the proposal on the general election of the board of directors and the notice on convening the first extraordinary general meeting of shareholders in 2021. The announcement on the resolution of the 35th interim meeting of the 8th board of directors and relevant announcements were published in the securities times and cninfo on May 15, 2021.
(IV) on May 31, 2021, the company held the first interim meeting of the ninth board of directors, deliberated and approved the proposal on electing the chairman of the ninth 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, and the proposal on appointing the senior management of the company to act as the Secretary of the board of directors
The resolution announcement of an interim meeting and relevant announcements were published in the securities times and cninfo on June 1, 2021. (V) on June 30, 2021, the company held the second extraordinary meeting of the ninth board of directors, deliberated and adopted the proposal on the reorganization and election of the board of directors, the proposal on the appointment of the deputy general manager of the company, the proposal on the appointment of the securities affairs representative of the company, the proposal on the proposed amendment of the articles of association of the company and the notice on the convening of the second extraordinary general meeting of shareholders in 2021. The announcement on the resolution of the second interim meeting of the ninth board of directors and relevant announcements were published in the securities times and cninfo on July 1, 2021.
(VI) on July 16, 2021, the company held the third interim meeting of the ninth board of directors, deliberated and adopted the proposal on electing the chairman of the ninth board of directors, the proposal on appointing the Secretary of the board of directors, the proposal on members of various professional committees of the ninth board of directors, and the proposal on the proposed amendment of the articles of association of the company Proposal on signing tomato harvester contract and related party transactions and notice on convening the third extraordinary general meeting of shareholders in 2021. The announcement on the resolution of the third interim meeting of the ninth board of directors and relevant announcements were published in the securities times and cninfo on July 17, 2021.
(VII) on August 4, 2021, the company held the fourth interim meeting of the ninth board of directors, deliberated and approved the proposal on the proposed borrowing and related party transactions of Zhongji red tomato, a wholly-owned subsidiary of the company, from shareholders of the company, the proposal on adjusting the organizational structure of the company, and the notice on convening the fourth interim general meeting of shareholders in 2021. The announcement on the resolution of the fourth interim meeting of the ninth board of directors and relevant announcements were published in the securities times and cninfo on August 5, 2021.
(VIII) on August 25, 2021, the company held the fifth meeting of the ninth board of directors, deliberated and approved the full text and summary of the company’s 2021 semi annual report, the proposal on the special explanation of the matters involved in the audit report with unqualified opinions on the company’s major uncertainties of continuous operation in 2020, and the proposal on the proposed renewal of the company’s 2021 financial audit institution and internal control audit institution. The announcement on the resolution of the fifth meeting of the ninth board of directors and relevant announcements were published in the securities times and cninfo on August 27, 2021.
(IX) on September 7, 2021, the company held the sixth interim meeting of the ninth board of directors, deliberated and adopted the proposal on foreign investment and establishment of a joint venture and the proposal on termination of the previous non-public development of a shares. The announcement on the resolution of the sixth interim meeting of the ninth board of directors and relevant announcements were published in the securities times and cninfo on September 8, 2021.
(x) on September 29, 2021, the company held the seventh extraordinary meeting of the ninth board of directors, deliberated and approved the proposal on the wholly-owned subsidiary Zhongji red tomato to sign a loan contract with Zhongxin company and the proposal on convening the fifth extraordinary general meeting of shareholders in 2021. The announcement on the resolution of the seventh interim meeting of the ninth board of directors and relevant announcements were published in the securities times and cninfo on September 30, 2021.
Third quarter report of the company in 2021. The announcement on the resolution of the eighth interim meeting of the ninth board of directors and relevant announcements were published in the securities times and cninfo on October 29, 2021.
2、 Implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, all the shareholders’ meetings held adopted the combination of on-site voting and online voting to make decisions on relevant matters of the company according to law, and all the resolutions were compliant and effective.
In accordance with the company law, the securities law and other relevant laws, regulations and the articles of association, the board of directors of the company seriously standardized the exercise of the functions and powers of the board of directors and the authority granted by the general meeting of shareholders, earnestly implemented the resolutions adopted by the general meeting of shareholders, and safeguarded the interests of all shareholders of the company.
3、 Discussion and analysis of operation
The company implements the party’s strategy of governing Xinjiang in the new era. According to the work deployment of “1 + 3 + 3 + reform and opening up” in the autonomous region and the spirit of the implementation opinions of the CPC Xinjiang production and Construction Corps Committee on deepening the reform of state-owned assets and state-owned enterprises, the company gradually promotes the development of various work with the mission of “cultivating and guarding the border and consolidating Xinjiang, deepening the reform of the Corps, integrated military and local development, industrial strategy first, building a highland of science and innovation and realizing a healthy China”, Create new profit growth points for the company’s transformation and upgrading, improve the profitability of its main business, effectively enhance the internal vitality of the enterprise, and lay a foundation for improving the company’s core competitiveness and development leadership.
Tomato “red industry” carries the tradition, mission, glory and dream of BINGTUAN people. The company will focus on improving the operation and financial situation of the tomato industry by changing the operation mechanism based on the market, strengthening marketing and cost management. The future development of the company will adhere to the development path of combining asset management and capital operation, take deepening the reform of state-owned enterprises as the driving force, change the mechanism, introduce talents, enhance vitality and improve efficiency. Ensure the sustainable, healthy and stable development of the company.
During the reporting period, the company achieved a total operating income of 1744516 million yuan; The net profit attributable to the owner of the parent company is -1005202 million yuan; The net assets attributable to the shareholders of the listed company are 755237 million yuan.
During the reporting period, the company carried out the following main work:
The shareholders of the company, six Division state-owned assets company, Guoheng investment company and Shanghai Qianhu company lifted matters including but not limited to the voting right entrustment, unanimous action arrangement and strategic cooperation intention reached in November 2019, six Division state-owned assets company and Guoheng investment company resumed the exercise of voting rights, and six Division state-owned assets supervision and Administration Commission became the actual controller of the company.
In order to further integrate and optimize resources and reduce the burden of the company, the company adopts leasing to revitalize assets. Zhongji red tomato, a wholly-owned subsidiary, signed the contract for tomato harvester in 2021 with Xinjiang Xinnong Xiandai Investment Co.Ltd(000900) Development Co., Ltd. to alleviate capital pressure and cost.
The raw material of ketchup products is fresh tomatoes. In 2018, due to the influence of planting area, climate, market change and other factors, the company did not start production in Zhongji red tomato factory, a wholly-owned subsidiary of the company, in order to avoid high production costs and increased product losses. During the shutdown period, all production and operation plants and equipment of the company are not limited, and the tomato industry of the company always relies on the benefit connection mechanism and market-oriented operation mode of “leading enterprise + regiment base + farmers” of BINGTUAN, which can ensure the raw material purchase link to a certain extent. Therefore, the essence of the company’s production and operation activities has not been seriously affected, the main business has not changed, and there is no failure to resume normal production.
In order to ensure the sustainable operation ability of the company’s main tomato business, the company has gradually resumed the production, processing and sales of Zhongji red tomato barrel ketchup. At the same time, raise funds for production and operation through various channels to ensure sufficient funds for production and processing. Since the raw materials for production and processing of the company are fresh tomatoes, which are seasonal planting products, the picking period is from the beginning of August to the end of September every year. The company started production on August 8 and finished production and processing on September 30. During this period, it produced 58400 tons of large barrels of sauce, equivalent to 72800 tons of standard sauce. At the same time, aiming to adjust and optimize the structure of tomato products, the company has gradually resumed the production and processing of high value-added lycopene health products, and consolidated and developed the “red industry” of tomato.
During the reporting period, the main problems in operation are as follows:
Insufficient hematopoietic capacity and shortage of working capital. As the main business continues to suffer losses, its own hematopoietic capacity is insufficient, and the recovery of bank financing capacity is weak, the company has a shortage of working capital and great operating pressure.
4、 Completion of main business indicators
(I) composition of operating income
Unit: Yuan
20212020
Year on year increase or decrease
Proportion of amount in operating revenue proportion of amount in operating revenue
Total operating income 17445161286 100% 2296606761 100% 659.61%
Sub industry
Manufacturing 16575388370 95.01% 0.00% 0.00%
Rental services 798747283 4.58% 2287970144 99.62% – 65.09%
Others 71025633 0.41% 8636617 0.38% 722.38%
Sub product
Cask ketchup 15893314377 91.10% 0.00% 0.00%
Lycopene capsule 682073993 3.91% 0.00 0.00% 0.00%
Rental services 798747283 4.58% 2287970144 99.62% – 65.09%
Others 71025633 0.41% 8636617 0.38% 722.38%
Sub region
China 17445161286 100.00% 2296606761 100.00% 659.61%
Sub sales mode
Direct selling 17445161286 100.00% 2296606761 100.00%
