Oriental Times Media Corporation(002175)
Work report of the board of directors in 2021
In 2021, all members of the board of directors of Oriental Times Media Corporation(002175) (hereinafter referred to as "the company") strictly complied with the company law of the people's Republic of China, the securities law of the people's Republic of China, the standards for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other national laws, regulations and the articles of association In accordance with the rules of procedure of the board of directors and other provisions, in the attitude of being responsible to all shareholders, scrupulously perform their duties, actively and effectively exercise their functions and powers, earnestly implement the resolutions of the general meeting of shareholders, diligently carry out the work of the board of directors, and promote the improvement of corporate governance and the development of various businesses of the company. The independent directors of the company, Mr. Chen Shouzhong, Mr. Ding Jian'an and Mr. Shouqi, respectively, submitted the report on the work of independent directors in 2021 to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
The report on the work of the board of directors in 2021 is as follows:
1、 Work of the board of directors
1. Performance of the board of directors
All directors of the company scrupulously perform their duties and duties, pay close attention to the company's operation and management information, financial status and major issues in real time, deeply discuss various proposals submitted to the board of directors for deliberation, offer suggestions for the company's operation and development, fully consider the interests and demands of minority shareholders when making decisions, effectively enhance the scientificity of the decision-making of the board of directors and promote the sustainable, stable and healthy development of the company's production and operation.
During the reporting period, the board of directors of the company held 8 meetings, considered and approved 31 proposals, fulfilled the decision-making and management responsibilities of the board of directors, and ensured the smooth development of various business activities of the company through full discussion and prudent decision-making of the board of directors.
Actual attendance
Name of the board meeting date of the meeting number of proposals passed number of seats
The sixth session of the board of directors
On March 26, 2021, all proposals were adopted by unanimous vote at the 33rd meeting of the sixth board of directors
On March 29, 2021, all proposals were adopted by unanimous vote at the 34th meeting of the sixth board of directors
On April 19, 2021, the 35th session of the sixth board of directors passed all proposals by unanimous vote
On April 29, 2021, all proposals were adopted by unanimous vote at the 36th meeting of the seventh board of directors
On June 11, 2021, all proposals were adopted by unanimous vote at the 7th session of the seventh board of directors
The second session of the seventh board of directors was adopted on August 30, 2029
On September 28, 2021, all proposals were adopted by unanimous vote at the third meeting of the seventh board of directors
On October 29, 2021, all proposals were adopted by unanimous vote at the fourth meeting
2. Performance of independent directors
In 2021, the independent directors of the company attended the board of directors and shareholders' meeting in time, in strict accordance with the China Securities Regulatory Commission
The guidance on establishing independent director system in listed companies issued by the CSRC and the independent director working system of the company
Be diligent and dutiful, actively participate in the work of each special committee of the board of directors, and carefully review relevant regulations
Make independent judgment on the proposal materials and express independent opinions on relevant major issues; At the same time, the company actively
Operation and management, construction of major projects, construction and implementation of internal control system, annual audit and annual report compilation of the company
Check the capital transactions with controlling shareholders and other related parties, and review the resolutions of the board of directors
Supervise the implementation and put forward constructive suggestions to protect the legitimate rights and interests of the company and all shareholders
Played its due role.
Independent directors should attend the actual shareholders' meeting during the reporting period
Name number of board meetings
Chen Shouzhong 8 6
Ding Jian'an 8 8 6
Shouqi 8 6
3. Implementation of resolutions of the general meeting of shareholders
In 2021, the board of directors of the company organized and held 6 general meetings of shareholders. In strict accordance with the relevant laws and regulations, the articles of association and the rules of procedure of the general meeting of shareholders, the company carefully implements the decision-making procedures for major matters, implements the decision-making principle of considering before implementation, and carefully implements the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders. There is no case that major matters have not been approved by the general meeting of shareholders, nor are they implemented before consideration.
4. Performance of special committees of the board of directors
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. In 2021, each special committee operated in accordance with the terms of reference specified in its working rules, studied professional matters and put forward opinions and suggestions for the decision-making of the board of directors. Among them, the audit committee held three meetings, the nomination committee held two meetings and the remuneration and assessment committee held one meeting.
5. Information disclosure of the company
In 2021, the board of directors of the company strictly complied with the relevant provisions on information disclosure, completed the disclosure of regular reports on time in accordance with the guidelines on information disclosure format of CSRC and Shenzhen Stock Exchange and other relevant provisions on information disclosure, and issued interim announcements such as meeting resolutions in a true, accurate, complete and timely manner according to the actual situation of the company, faithfully fulfilled the obligation of information disclosure, and ensured that investors knew the major matters of the company in a timely manner, Protect the interests of investors to the greatest extent.
6. Investor relations management
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 the contact and communication with investors through investor telephone, investor email, investor interaction platform and other channels, continuously improve the investment value of the company and effectively protect the interests of investors. 2、 Operation of the company in 2021
In 2021, the company realized an operating revenue of 23380787473 yuan, a year-on-year increase of 10.53%; The net profit attributable to the shareholders of the listed company was 40939063742 yuan, which successfully turned losses into profits. At the end of the reporting period, the total assets of the company were 61651248756 yuan, an increase of 0.25% over the end of the previous year; The owner's equity attributable to the shareholders of the listed company was 32488075335 yuan, the net assets changed from negative to positive, and the debt ratio decreased significantly.
(1) Complete the work related to restructuring and resolve the delisting risk
During the reporting period, the company successfully implemented judicial reorganization. Through the implementation of reorganization, the company's financial structure has been greatly improved, the net assets have changed from negative to positive, the debt ratio has been reduced and the liquidity has been improved. Through the implementation of restructuring, the company has introduced Kexiang hi tech, a powerful restructuring investor. With the resolution of the debt crisis and the support of restructuring investors for the company's business development, the company will optimize and strengthen its main business and return to a benign and steady development track.
(2) Focus on main business
1) Continue to maintain the leading position in the measuring instrument industry
In 2021, the operating revenue of the measuring tool sector was 23323739591 yuan, an increase of 10.36% over the same period of the previous year, and the gross profit margin was 33.52%, an increase of 0.79% over the previous year. In 2021, the company continued to increase R & D investment in digital display measuring tools, instruments and meters, and achieved good results. The new digital display measuring tool products launched in 2021 have continued to take the lead in technology and won unanimous praise from customers at home and abroad. Tap potential and increase efficiency, and pay attention to cost reduction. In the case that the prices of raw materials and accessories have increased significantly due to environmental reasons, we have explored the internal potential, strengthened internal management, taken cost reduction measures in all aspects, and increased the investment in automation, numerical control and less human production mode, which has greatly improved the product quality, saved a lot of production costs, improved profitability and continuously expanded the market share. In 2021, due to the repeated epidemics in China and the serious impact of foreign epidemics, and the impact of international trade protectionism has not been eliminated, the national measuring tool industry is still in a state of recovery. By expanding sales channels, strengthening online communication channels and methods, the company has gradually increased the proportion of online business. By establishing a high-end measuring tool brand, strengthening brand operation, improving brand added value, practicing internal skills, improving product gold content and cost performance, the company has attracted consumers, withstood the dual impact of epidemic and trade protectionism, and the measuring tool business has achieved great growth.
2) Continue to develop the comprehensive management service business of industrial parks
First of all, it has the judgment ability and service ability to accurately meet the needs of enterprise users in the park.
In 2020, the epidemic broke out and continued to rebound. The company's park management pressure increased and the service system was impacted. Based on the specific practical needs of different business sectors, the company provided better scenario solutions for various business sectors by planning, constructing and improving the application of a complete set of Intelligent Industrial Park schemes in the park, and upgraded the operation service level of the park. Through investigation and comparison, It has the ability to accurately judge and serve the needs of enterprise users of different business types.
Before the epidemic situation is eliminated, implement strict and orderly closed management through intelligent system, control personnel flow, strengthen epidemic prevention measures, and do a good job in intelligent quarantine services in public areas, office carriers and commercial supporting places in the park; At the same time, the intelligent cloud system is used to strengthen the management of the personnel of enterprises under its jurisdiction, so as to prevent the epidemic and maintain the normal and efficient operation of the park, which is also an opportunity for the company to vigorously carry out the comprehensive service business of the industrial park.
Secondly, it has strong project research and judgment ability and trading planning ability.
At present, although the comprehensive service of the industrial park is a blue ocean, more and more enterprises also see business opportunities and integrate their forces to join in. However, most of them still operate in the traditional real estate mode of enclosure, reproduction and development and rapid sales. For the operation service, it has not yet formed a comprehensive height of industrial positioning, industrial planning, functional design, targeted investment attraction and industrial financial establishment of the park, This provides us with space and opportunities to take the first step.
Our park comprehensive service is based on the market, from the early market segmentation of the target service project, in-depth market research, and accurately positioning the project from the macro policy, location characteristics, industrial foundation, competitive environment and customer needs. At the same time, combined with the phased investment promotion results, promotion experience and market feedback, refine the overall planning and single design of the park, and do a good job in the accurate connection between the product house type structure, property function zoning, classification group association and market demand of the park. Through high-quality whole process service, build the brand and popularity of the company in this business field and realize the deep development of strategic areas.
At present, the company's business team is familiar with the leading industries and investment policies in the Pearl River Delta and Yangtze River Delta, combs the market positioning and cost profit analysis of landing industries by industries, studies and judges the opportunities and risk points, and has practical experience in project site selection, competitive product research, planning and design, product positioning, marketing planning, team formation, etc. of multiple industrial park projects.
Thirdly, it has strong investment landing ability and sustainable transformation ability.
The business team of the company is familiar with the industrial transfer paths and pain points of various industries. The team has rich experience in the whole process of developing customers, tracking forced customers, signing services, mortgage and delivery. In view of the long service cycle and strong customer stickiness in the whole process of the comprehensive operation service business of the industrial park, the company team uses the intelligent IOT system to strengthen the construction of "community" relations, build a smart, safe and viable Park, form "community stickiness", and there are many continuous transformation, introduction and later derivative services, which has become a new profit growth point.
At the same time, the company's business team is also familiar with relevant national and local policies and has the ability to actively connect with the local government. It can not only provide practical policy guidance and support funds for the enterprises in the park, but also establish an industrial development mechanism and long-term strategic system with the government, use the industrial fund to cooperate with the introduction of high-quality enterprises into the park, and
