Chongqingyukaifaco.Ltd(000514)
Work report of the board of directors in 2021
2021 is a milestone year in the history of the party and the country and a year of special importance in the process of China’s modernization. The main expected objectives of China’s economic and social development have been fully realized, new steps have been taken to build a new development pattern, new achievements have been made in high-quality development, new urbanization has been steadily promoted, major regional strategies and regional coordinated development strategies have been effectively implemented, and development is comprehensive, coordinated Increased sustainability. In terms of the real estate industry, the “two concentration” policy for land supply has shown the effect of stabilizing the land price, and the supply-demand relationship in the real estate market has maintained a weak balance. According to the public data of the National Bureau of statistics, in 2021, the housing construction area of real estate development enterprises was 975387 million square meters, an increase of 5.2% over the previous year, of which the residential construction area was 690319 million square meters, an increase of 5.3%; The sales area of commercial houses was 179433 million square meters, an increase of 1.9% over the previous year, of which the sales area of residential houses increased by 1.1%, the sales area of office buildings increased by 1.2% and the sales area of commercial business houses decreased by 2.6%.
Chongqing has adhered to the general tone of seeking progress while maintaining stability, accelerated the construction of Chengdu Chongqing dual city economic circle, maintained a good trend of economic development, and timely issued a series of adjustment policies on rental housing, school district housing, local auction rules and pre-sale fund supervision. According to the public data of Chongqing Municipal Bureau of statistics, the construction area of commercial housing in the whole city was 269 million square meters, a decrease of 1.7% over the previous year. Among them, the residential construction area was 177 million square meters, down 2.9%; The construction area of the office building was 7.3876 million square meters, an increase of 5.3%; Commercial business space was 29.018 million square meters, down 4.6%. The area of commercial housing was 6.19 million square meters, an average increase of 6.19% over the previous year. In terms of the types of commercial housing, the sales area of commercial housing was 494542 million square meters, an increase of 2.7%, accounting for 79.8% of the sales area of commercial housing; The sales area of office buildings increased by 3.5%.
In 2021, guided by the thought of Xi Jinping socialism with Chinese characteristics in the new era, the company made concerted efforts and did solid work, and the company showed a good trend of becoming better in stability. In 2021, the company focused on the main business and worked hard. With a high sense of responsibility and mission, the company made every effort to promote the project construction, and strive to build the project into a safety project and high-quality project that can stand the test of time and the masses. The company earnestly implemented the three-year action of state-owned enterprise reform, continued to deepen the reform internally, actively explored the market externally, and worked hard to promote the high-quality development of the company; Make overall plans for the coordinated development of asset, exhibition, property and other sectors, accurately grasp the development needs of wholly-owned and holding enterprises, and implement policies according to enterprises, time and things, so as to promote the excellence and strength of affiliated enterprises; We have extensively carried out benchmarking learning among leading real estate enterprises to find gaps, continuously optimized the control mechanism and work mode, and vigorously promoted the construction of standardization, informatization and refinement, so as to effectively improve the level of enterprise management.
In 2021, the company successively won the titles of “advanced unit of Chongqing Housing and urban rural construction system”, “top 50 real estate development enterprises in Chongqing”, “advanced unit of ensuring migrant workers’ wage payment” and “advanced collective of Chongqing emergency management”, and won the ninth place of “ranking of comprehensive credit evaluation of real estate development enterprises in 2021” by Chongqing Housing and Urban Rural Construction Commission; The exhibition center of the company won the “national golden five-star excellent exhibition venue Award”, “China’s best excellent exhibition center” and “China’s exhibition star”; The property company was rated as Hualong 2021 brand value property service enterprise; The company’s Nanyue Tianchen project to create a model of green living has passed the expert on-site verification. 1、 Daily work of the board of directors
(I) convening of the board of directors
All directors of the company strictly comply with the provisions and requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange, the guidelines for the governance of listed companies, the articles of association and other laws, regulations and rules, perform the duties of directors, abide by the code of conduct of directors, improve the internal control system of the company and improve the standard operation level, Give full play to their professional expertise and actively perform their duties. When voting on major matters or other matters that have a significant impact on the company at the meeting of the board of directors, the directors shall strictly abide by the relevant provisions of the rules of procedure of the board of directors, make prudent decisions, and effectively protect the interests of the company and shareholders, especially minority shareholders. During the reporting period, the company held 15 board meetings (including 5 on-site meetings, 6 communication meetings and 4 on-site meetings combined with communication methods). The specific work is as follows:
1. On January 11, 2021, the company held the sixth meeting of the ninth board of directors in an on-site manner, deliberated and adopted the proposal on borrowing from the controlling shareholder Chongqing urban investment and related party transactions and the proposal on convening the first extraordinary general meeting of shareholders in 2021;
2. On February 8, 2021, the company held the 7th Meeting of the 9th board of directors by means of communication. The meeting deliberated and approved the proposal on applying for a development loan of 300 million yuan from Bank Of China Limited(601988) Yuzhong sub branch for shanyucheng phase 1.2 project;
3. On March 12, 2021, the company held the 8th meeting of the 9th board of directors through on-site combined communication. The meeting deliberated and adopted the proposal on signing change agreement and providing joint and several liability guarantee to wholly-owned subsidiaries and the proposal on convening the second extraordinary general meeting of shareholders in 2021;
4. On March 24, 2021, the company held the 9th meeting of the 9th board of directors on site, The meeting deliberated and approved the company’s 2020 financial final accounts report, the company’s 2020 work report of the board of directors, the company’s 2020 profit distribution proposal, the company’s 2020 work report of independent directors, the company’s 2020 internal control self-evaluation report, the proposal on the company’s chairman’s 2020 salary, the proposal on the company’s senior executives’ 2020 salary and the full text of the company’s 2020 annual report And the summary of the company’s 2020 annual report and the proposal on convening the company’s 2020 annual general meeting of shareholders;
5. On April 13, 2021, the company held the 10th meeting of the 9th board of directors by means of communication. The meeting deliberated and adopted the full text of the company’s report for the first quarter of 2021 and the text of the company’s report for the first quarter of 2021;
6. On June 10, 2021, the company held the 11th meeting of the 9th board of directors in an on-site manner, at which the proposal on Amending the contract management measures was considered and adopted;
7. On June 25, 2021, the company held the 12th meeting of the 9th board of directors on site, The meeting deliberated and adopted the proposal on Revising the management system for information disclosure of debt financing instruments of Chongqingyukaifaco.Ltd(000514) non-financial enterprises, the proposal on capital increase and share expansion of wholly-owned subsidiaries by public listing, and the proposal on providing financial assistance to joint-stock companies Proposal on continuing to bear joint and several guarantee liabilities for joint-stock companies to perform the contract for the transfer of state-owned construction land use right and sharing joint and several guarantee liabilities with new investors; proposal on convening the third extraordinary general meeting of shareholders of the company in 2021;
8. On August 4, 2021, the company held the 13th meeting of the 9th board of directors through on-site combined communication. The meeting deliberated and adopted the proposal on Revising the company’s financial management system, the full text of the company’s 2021 semi annual report and the summary of the company’s 2021 semi annual report;
9. On September 6, 2021, the company held the 14th meeting of the 9th board of directors by means of communication, at which the proposal on Authorizing the company’s management group to increase land reserves was deliberated and adopted;
10. On October 18, 2021, the company held the 15th meeting of the 9th board of directors by means of on-site combined communication, and the report of the company for the third quarter of 2021 was deliberated and adopted at the meeting;
11. On November 5, 2021, the company held the 16th meeting of the ninth board of directors by means of communication. The meeting deliberated and adopted the proposal on Amending the articles of association and the proposal on convening the fourth extraordinary general meeting of shareholders in 2021;
12. On November 15, 2021, the company held the 17th meeting of the ninth board of directors by means of communication. The meeting deliberated and approved the proposal on hiring Chongqing Kanghua Certified Public Accountants (special general partnership) as the financial audit institution and internal control audit institution in 2021 and the proposal on increasing the fourth extraordinary general meeting of the company in 2021;
13. On November 30, 2021, the company held the 18th meeting of the 9th board of directors by means of communication, The meeting deliberated and adopted the proposal on formulating the company’s compliance management measures, the proposal on formulating the company’s general legal adviser system, the proposal on appointing the company’s general legal adviser, the proposal on continuing Chongqing (south bank) Convention and exhibition special funds and related party transactions, and the proposal on convening the company’s fifth extraordinary general meeting in 2021;
14. On December 28, 2021, the company held the 19th meeting of the 9th board of directors on site, The meeting deliberated and adopted the proposal on the company’s “14th five year plan” development plan, the proposal on formulating the implementation measures for collective decision-making on “three important and one large” matters of the company, the proposal on Amending the working rules of the general manager of the company, the proposal on investment and loan and related party transactions from the controlling shareholder Chongqing City, and the proposal on convening the first extraordinary general meeting of the company in 2022;
15. On December 30, 2021, the company held the 20th meeting of the ninth board of directors by on-site combined communication, The meeting deliberated and adopted the proposal on electing the chairman of the company, the proposal on by electing members of professional committees, the proposal on appointing the general manager of the company, the proposal on electing directors of the company, the proposal on adjusting the loan interest rate from the controlling shareholder Chongqing urban investment, and the proposal on convening the second extraordinary general meeting of the company in 2022.
(II) chairman’s performance of duties
When performing his duties, the chairman of the company shall exercise the functions and powers of the chairman and perform his duties in strict accordance with the provisions of 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 the articles of association. When convening and presiding over the meetings of the board of directors, take the lead in implementing the collective decision-making mechanism of the board of directors, actively promote the construction of standardized corporate governance and internal control, supervise and urge the implementation of various resolutions of the general meeting of shareholders and the board of directors, and ensure the normal operation of the board of directors according to law. Ensure the right to know of independent directors and the Secretary of the board of directors, and timely inform other directors of the operation of the work of the board of directors. Organize other directors, supervisors and senior executives to conduct field research on the company’s projects and expansion projects, and conduct discussion on the preparation of the company’s “14th five year plan”. Actively cooperate to complete the self inspection of listed companies, actively publicize relevant laws and regulations to other directors, supervisors and senior executives, improve the awareness of directors, supervisors and senior executives to perform their duties according to law, and ensure the standardized operation of the company. Related party transactions are avoided.
(III) performance of duties of independent directors
The independent directors of the company strictly abide by the relevant laws and regulations, the articles of association, the working system of independent directors and the working system of annual report of independent directors, and actively attend the meetings of the board of directors and the general meeting of shareholders of the company. Take the initiative to understand and obtain the information required for decision-making before the meeting, carefully consider each proposal at the meeting, actively participate in the discussion and put forward reasonable suggestions. At the same time, actively go deep into the company’s site, visit the company’s project research, understand the company’s production and operation status, internal control construction and the implementation of the resolutions of the board of directors and the general meeting of shareholders, pay attention to the impact of changes in the external environment on the company, and make use of its professional knowledge and ability to analyze the daily operation of the company, related party transactions, hiring annual and internal control audit institutions and director candidates, nominating and electing the chairman of the board The independent, objective and impartial opinions on the appointment of senior managers have played a positive role in the scientific and objective decision-making of the board of directors and the sound development of the company, effectively safeguarded the overall interests of the company and protected the legitimate rights and interests of the majority of minority shareholders from infringement. (IV) performance of duties of special committees under the board of directors
1. Performance of the strategic committee of the board of directors of the company
The strategy committee of the board of directors of the company is composed of two independent directors and three directors. The chairman is Wang Anjin, the former chairman of the company, before December 30, 2021, Ai Yun, the current chairman of the company, and the vice chairman is Zeng Deheng, an independent director.
During the reporting period, the strategy committee of the board of directors always paid attention to national policies and the company’s business development direction, focused on the overall situation of the company, and actively participated in thinking and planning major strategic issues related to the company’s long-term development. During the preparation of the company’s “14th five year plan” development plan, he actively participated in research and interviews, put forward ideas and suggestions on the company’s future development strategy, and played a strategic role of supervision and guidance.
2. Performance of the audit and Risk Management Committee of the board of directors of the company
The audit and Risk Management Committee of the board of directors of the company is composed of two independent directors and one director, of which the chairman is Yu Jianfeng, an independent director.
During the reporting period, the audit and Risk Management Committee of the board of directors communicated with the accounting firm on the audit work arrangement of the company in 2020 and negotiated and determined the time arrangement of the audit work of the company in 2020 in order to ensure the progress and quality of the audit work of the 2020 Annual Report in accordance with the relevant requirements of the CSRC. Before the annual audit CPA enters the site, he carefully reviewed the first draft of the 2020 annual financial report prepared by the company and issued a written opinion on the financial and accounting statements prepared by the company before the annual audit CPA enters the site. During the preparation of the 2020 annual report, we communicated with the annual audit certified public accountants through meetings and other forms, supervised the progress of the audit work, and evaluated and summarized the work of the annual audit certified public accountants. The audit and risk management committee meeting was organized and held to review the company’s 2020 financial statement report and agreed to submit it to the board of directors
