Dongjiang Environmental Company Limited(002672)
Work report of the board of directors in 2021
In 2021, the board of directors of Dongjiang Environmental Company Limited(002672) (hereinafter referred to as ” Dongjiang Environmental Company Limited(002672) ” or “the company”) conscientiously performed various functions and powers conferred by the articles of association and actively carried out various work around the company’s development strategy and annual key tasks in strict accordance with the company law, the securities law and the regulatory provisions of the CSRC and Shenzhen Hong Kong Exchanges. All directors scrupulously perform their duties and duties, actively participate in the decision-making process of various major matters of the company with a scientific, rigorous, prudent and objective working attitude, strive to safeguard the legitimate rights and interests of the company and all shareholders, and effectively ensure the realization of various work objectives of the company throughout the year.
1、 Operation in 2021
At present, China’s hazardous waste disposal industry is undergoing profound changes, with overcapacity and obvious source reduction in some regions. The “cement kiln” has sprung up, industry competition has intensified, and the “price war” has intensified. The development of hazardous waste industry is experiencing more severe difficulties and challenges. At the same time, with the in-depth promotion of the “double carbon” strategy, China’s environmental protection industry is ushering in a new round of strategic development period under the background of building a resource-saving society and a green and low-carbon circular development economic system. In the face of opportunities and challenges, the company has firm faith, worked hard, overcome difficulties and seek common development, stimulated endogenous power with comprehensively deepening reform, accelerated transformation and upgrading with large projects, improved quality and efficiency with refined management, and ensured the steady development of the company.
In 2021, the company achieved an operating revenue of 4.015 billion yuan, an increase of 21.12% over the same period of last year. Affected by the intensification of market competition, the gross profit margin of the company’s main business decreased, which affected the profitability of the company as a whole; In addition, considering the adverse impact of the industry and the impact of changes in the business environment on some long-term assets and contingencies of the company, based on the principle of prudence, the company reasonably accrued the provision for impairment of long-term assets and estimated liabilities, which had a certain impact on the annual profit. The net profit attributable to the parent company in the reporting period was about 161 million yuan, a decrease of 46.98% over the same period of last year. At the end of 2021, the total assets increased steadily, reaching RMB 11.813 billion, an increase of 13.07% over the beginning of the period, and the owner’s equity attributable to shareholders of listed companies was RMB 4.605 billion, an increase of 1.06% over the beginning of the period.
2、 Review of the work of the board of directors in 2021
(I) corporate governance
In 2021, the company continuously improved and improved the corporate governance structure and internal control system of the company in accordance with the requirements of the company law, the securities law, the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange, the Listing Rules of the stock exchange of Hong Kong and other laws and regulations, normative documents and the articles of association
1. About shareholders and general meeting of shareholders
The company has established a corporate governance structure that can ensure that shareholders can fully exercise their rights and enjoy equal status. Shareholders enjoy their rights and undertake corresponding obligations according to their shares. The convening and holding of the general meeting of shareholders of the company are legal and compliant. On the premise of ensuring the legality and effectiveness of the general meeting of shareholders, both on-site voting and online voting are provided.
When considering major issues affecting the rights and interests of small and medium-sized investors, the votes of small and medium-sized investors are counted separately to provide convenience for shareholders and timely public disclosure. At the same time, investors attending the shareholders’ meeting on site can communicate face-to-face with the company’s management, effectively safeguarding the rights and demands of investors participating in the company’s operation and management, and effectively protecting the legitimate rights and interests of shareholders, especially small and medium-sized shareholders.
2. About controlling shareholders and listed companies
In 2021, the company will remain independent from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the regulatory authorities on the independence of listed companies. The controlling shareholders and actual controllers strictly regulate their own behavior, exercise their powers and fulfill their obligations according to law. The company has independent business and operation autonomy, and the board of directors, board of supervisors and internal institutions of the company can operate independently.
3. About directors and board of directors
The composition of the board of directors of the company meets the requirements of laws and regulations and the articles of association. The directors of the company have the knowledge, skills and quality necessary for performing their duties, and can earnestly, faithfully and diligently perform the functions and powers specified in the articles of Association; The convening and convening of the board of directors shall be carried out in strict accordance with the articles of association, rules of procedure of the board of directors and other relevant provisions; The four special committees under the board of directors of the company, namely the strategy committee, the audit committee, the nomination committee and the remuneration and assessment committee, normally perform their duties and provide scientific and professional advice and reference for the decision-making of the board of directors.
(II) daily work of the board of directors
1. Convening and convening of the meeting
In 2021, the board of directors of the company held 13 meetings, deliberated and passed major proposals on periodic reports, equity acquisition of Xiongfeng environmental protection, personnel appointment and removal, etc; The general meeting of shareholders was convened and held for 3 times, and the proposals on equity acquisition of Xiongfeng environmental protection, shareholder return planning, related party transactions, etc. were considered and passed. All previous meetings strictly implemented the provisions of the articles of association and relevant rules of procedure, the resolutions of the meeting were legal and effective, and the implementation of all resolutions was good. 2. Work of special committees of the board of directors
In 2021, the audit committee of the board of directors of the company held five meetings, the nomination committee held two meetings and the remuneration and assessment committee held two meetings. According to the terms of reference, each committee conscientiously performed the duties entrusted by the board of directors, discussed and studied the company’s regular reports, internal and external audits, the appointment of accounting firms, personnel appointment, salary mechanism and other important matters, and put forward opinions and suggestions for the decision-making reference of the board of directors.
3. Performance of independent directors
In 2021, the independent directors of the company performed their duties diligently in strict accordance with the relevant provisions of the company law, the securities law, the articles of association, the guiding opinions on the establishment of independent director system in listed companies and the company’s independent director system, attended the general meeting of shareholders and the board of directors, actively participated in the decision-making of major matters of the company, carefully reviewed the relevant proposal materials and made independent, objective and fair judgments, Expressed independent opinions on relevant major issues. At the same time, the independent directors checked the company’s operation and management, appointment of senior managers, investment and construction of major projects, regular reports and related party transactions, supervised the implementation of the resolutions of the board of directors and put forward relevant suggestions and opinions, so as to effectively safeguard the legitimate rights and interests of the company and all shareholders.
3、 Investor relations management
The company insists on serving the majority of shareholders, continuously strengthens the management of investors, and continuously improves the company’s position and image in the capital market. In 2021, the company will adopt various communication channels, such as receiving investors’ visits, answering shareholders’ calls, sending emails, and replying to the interactive platform, so as to promote the benign interactive relationship between the company and investors, answer investors’ concerns about the company’s performance, corporate governance, development strategy, business status, development prospects and other issues, and maintain the company’s image and value in the capital market. The company comprehensively adopts the combination of on-site meeting and online voting to hold the general meeting of shareholders, so as to facilitate the active participation of the majority of investors and ensure the shareholders’ right to know, participation and decision-making.
4、 2022 work plan of the board of directors
2022 is the year of promoting the reform in the 14th five year plan, and also a key year for Dongjiang Environmental Company Limited(002672) consolidating the foundation, deepening reform and accelerating transformation.
The board of directors will actively play the core role of corporate governance, do a solid job in the daily work of the board of directors, make efficient decisions on major issues, implement the resolutions of the general meeting of shareholders, ensure the steady and orderly development of operation and management, comply with the responsibilities of the professional committee, and fundamentally protect the interests of shareholders.
(I) coordinate strategy and plan management and control to ensure the implementation of annual tasks and objectives
According to the industry trend, improve and optimize the development strategy, realize the full connection and dynamic matching between the long-term development strategy and the annual plan, and ensure the sustainable and high-quality development of the company. Deploy and arrange the company’s business plan objectives, consolidate the responsibilities of the management, ensure the comprehensive undertaking of various objectives, clear responsibilities and effective coordination, deeply promote standardized, refined and information management, and ensure the full completion of the annual business objectives.
(II) operate efficiently and improve the decision-making mechanism of the board of directors
First, strengthen the management of meetings, strictly abide by the rules of procedure, further improve the organization, material preparation and agenda design of meetings, and improve the efficiency of meetings; Second, give full play to the role of the special committees and independent directors of the board of directors, ensure that they perform their duties according to law, master the operation of the company by participating in or attending relevant meetings, special research, reviewing materials and consulting relevant personnel, take the initiative to understand the decision-making progress of the board of directors, dynamically evaluate the impact, and give professional and feasible suggestions or opinions in due time.
(III) continue to strengthen the guidance on the operation and management of the company
First, make scientific and timely decisions on major business and management matters of the company, so as to create good decision-making guidance for the management to carry out their work; Second, urge the management to complete the annual business plan, promote the construction of key projects, mergers and acquisitions and financing, optimize the asset structure, adhere to innovation and lead development, and accelerate the implementation of scientific research projects; Third, further promote the fine and standardized management, and form an enterprise operation mode with clear objectives, strong scientificity and effective risk control; Fourth, implement the concept of safety development, give full play to the role of safety and environmental protection information management platform, and build a stable bottom line of the company; Fifth, optimize the long-term incentive mechanism and give full play to the maximum vitality of talents.
(IV) improve the transparency of information disclosure and the recognition of the company’s value
The board of directors of the company will continue to do a good job of information disclosure in a timely and accurate manner in accordance with relevant regulatory requirements, and will timely prepare and disclose the company’s regular reports and interim reports based on the principles of fairness, openness and trustworthiness, so as to ensure the authenticity, accuracy and integrity of the company’s information disclosure; Strengthen the protection of investors’ rights and interests, strictly manage the confidentiality of insider information, and constantly improve the quality of information disclosure and the management level of investor relations; Implement investor relations management, actively communicate and transmit the company’s strategic planning, business performance, industry trend, market pattern and other information to investors in a timely manner through various channels, maintain accurate and timely information interactive transmission with the capital market, improve investors’ recognition of the company’s internal value, and build a positive feedback mechanism for the company’s market value and capital market.
(V) strengthen training and do a good job in standardized operation
First, in accordance with the relevant requirements of the state securities regulatory authorities, strictly complete the annual training tasks of the company’s directors, supervisors and senior managers, do a good job in the follow-up training of the qualifications of independent directors and the business training of financial principals, and constantly improve the performance ability of directors, supervisors and senior managers; Second, do a good job in the internal standardized operation training of the company, constantly strengthen the compliance awareness and risk responsibility awareness of the company’s units and managers at all levels on the governance of listed companies, and effectively improve the standardized operation level of the company; Third, continue to strengthen the standardization of the company’s internal control system, consolidate the company’s risk control foundation, prevent enterprise risks, and ensure the sustainable and high-quality development of the company.
Dongjiang Environmental Company Limited(002672) board of directors March 25, 2022
