Work report of the board of directors in 2021
In 2021, the board of directors strictly performed various responsibilities entrusted by the company law, the securities law and other laws and regulations and the articles of association, led the management and all employees to anchor the long-term goal of "becoming an international and professional biotechnology company", adhered to the working policy of "benchmarking excellence, finding gaps, abiding by innovation and promoting development", adhered to the principle of "taking the market as the center", and promoted the implementation of the 14th five year plan, Successfully completed the annual task. 1、 Work in 2021
The board of directors held 15 meetings and adopted 101 resolutions, mainly completing the following work:
(I) continuously improve the corporate governance structure and improve the decision-making efficiency of the board of directors.
1. Earnestly fulfill the responsibilities and obligations of independent directors, audit committee and management in the process of annual report audit, and ensure the implementation and implementation of the company's annual report working system.
During the reporting period, the independent directors and the audit committee participated in and guided the operation of the company, reviewed the financial statements and periodic reports in advance, issued independent opinions and suggestions on the deliberation proposals, and earnestly performed their duties in the process of annual report audit.
On March 19, 2020, the independent audit committee held the annual audit report and notes of 2020, and discussed the audit matters of the company's annual report and the second audit opinion of 2020.
On March 24, 2021, the company held the 10th meeting of the audit committee of the 8th board of directors, deliberated and adopted seven proposals such as the 2020 annual report and summary.
On December 15, 2021, the company held the first communication meeting for the audit of 2021 annual report of independent directors and audit committee, discussed the overall operation status in 2021, and communicated with key audit issues and audit schedule. During the audit of the annual report, the audit committee paid close attention to the audit progress and urged the accounting firm to submit the audit report within the agreed time limit.
On March 17, 2022, the company held the second communication meeting of independent directors and Audit Committee on the audit of 2021 annual report, discussed the financial statements of 2021 and the preliminary audit opinions of accountants, understood the key issues of audit and issued review opinions. On March 25, 2022, the company held the 16th meeting of the audit committee of the eighth board of directors, deliberated and adopted nine proposals including the 2021 annual report and summary.
2. Estimate the total amount of annual external guarantees, daily connected transactions, debt financing instruments of non-financial enterprises, Bill pool, financial leasing and forward foreign exchange settlement and sales, control transaction risks and safeguard the legitimate rights and interests of the company and shareholders.
During the reporting period, the board of directors deliberated and approved the proposal on providing guarantee forecast for holding subsidiaries in 2021, the proposal on adjusting the forecast of providing guarantee limit for holding subsidiaries in 2021, the proposal on confirming and predicting daily connected transactions in 2021 in 2020, and the proposal on adjusting the forecast of daily connected transactions in 2021. This year, the board of directors issued two announcements on providing guarantee for the holding subsidiary and four announcements on the progress of daily connected transactions to disclose the progress of the above matters. The total amount of external guarantees and daily connected transactions of the company in 2021 did not exceed the expected amount.
During the reporting period, the board of directors also considered the proposal to carry out financial leasing business in 2021, the proposal to manage foreign exchange risk and interest rate risk in 2021, the proposal to issue debt financing instruments of non-financial enterprises in 2021 and the proposal to carry out bill pool business in 2021, which made a total estimate of major annual financial operations and ensured the standardized operation of corporate governance structure. The total amount of the company's financial leasing business, foreign exchange risk and interest rate risk management business, issuance of non-financial enterprise debt financing instruments and bill pool business in 2021 did not exceed the expected amount. 3. Strictly implement the insider trading system to ensure the openness, fairness and impartiality of information disclosure.
During the reporting period, the company strictly implemented the insider information management system and the external information user management system. During the preparation for the spin off and listing of subsidiaries, the implementation of restricted stock incentive plan, the non-public issuance of A-share shares in 2021, the preparation of periodic reports and major information disclosure, the company carried out insider registration and self inspection, and there was no illegal trading of the company's shares. The company has established a relatively perfect internal prevention and control mechanism for insider trading.
4. Organize study and training, improve the normative awareness of directors, supervisors and senior management, and resolutely put an end to illegal phenomena such as insider trading.
During the reporting period, the board of directors organized various forms of learning and training activities to help the directors and supervisors improve their professional ability, improve their self-discipline awareness and standardize their professional behavior. Participated in the training meeting of "inventory of new regulations of capital market and preparation of regular reports" organized by Hubei Listed Companies Association, the training meeting of risk management of Hubei listed companies and the special training and exchange meeting of "shareholding and exercise" business; Five independent directors of the company participated in the follow-up training for independent directors of listed companies held by Shanghai Stock Exchange; Thirteen directors, supervisors and senior executives of the company participated in the special training on compliance performance of directors, supervisors and senior executives in Hubei jurisdiction in 2021 organized by Hubei securities regulatory bureau and Hubei Association of listed companies, and passed the examination; The directors, supervisors and senior managers of the company participated in eight online special trainings on corporate governance.
The Securities Department of the company has prepared weekly securities and capital market supervision dynamic briefing, regularly informed the directors, supervisors and all departments of the latest laws, regulations and information dynamics of the capital market, and sorted and compiled the relevant laws, regulations and normative documents of the capital market; During the period of regular report disclosure, remind the directors, supervisors and senior management to fulfill the obligation of confidentiality, do a good job in the prevention and control of insider trading, and improve the law-abiding and compliance awareness of managers and managers.
5. Maintain continuous communication with regulators and actively connect with the capital market.
During the reporting period, the company maintained good communication with the Shanghai Stock Exchange, Hubei securities regulatory bureau and other regulatory authorities, reported to the regulatory authorities on major matters such as the company's strategic direction, main business, competition pattern and core competitiveness, solicited the opinions of the regulatory authorities and disclosed information according to law; The company responded to investors' questions in a timely manner, received investors' field research, and held an exchange meeting with foreign institutional investors. While communicating with investors, the company fully and intuitively demonstrated the good operation of the company and established a healthy and standardized image of a listed company.
(II) strictly implement the resolutions of the general meeting of shareholders and complete the equity distribution in 2020.
The company's 2020 profit distribution plan was deliberated and approved at the 25th meeting of the eighth board of directors held on March 24, 2021 and the 2020 annual general meeting of shareholders held on April 29, 2021. Based on the total share capital of 832860943 shares before the implementation of the profit distribution plan, the company distributed cash dividends of 4.9473 yuan (including tax) for every 10 shares, with a total profit of 41204129433 yuan.
The profit distribution has been completed on June 29, 2021.
(III) continue to strengthen system construction and improve internal control mechanism and corporate governance structure.
During the reporting period, the company formulated the measures for the administration of the company's 2020 restricted stock incentive plan and the measures for the administration of the implementation and assessment of the company's 2020 restricted stock incentive plan in accordance with the relevant provisions of the company law and the guidelines for the governance of listed companies, The articles of association, the rules of procedure of the board of directors, the working system of independent directors, the working system of annual report of independent directors, the accountability system for major errors in annual report information disclosure and the management system of connected transactions have been revised to further standardize the company's various business and management behaviors and continuously improve the corporate governance structure.
(IV) add directors to ensure the continuous and efficient operation of the board of directors.
During the reporting period, if the number of the board of directors is lower than the number specified in the articles of association, one director shall be added. Through voting at the 2020 annual general meeting of shareholders of the company, Wang Xishan was added as a non independent director of the eighth board of directors, with a term of office from the date of approval by the general meeting of shareholders to the expiration of the eighth board of directors.
(V) focus on the strategic goal of "becoming an international and professional biotechnology company" and steadily promote investment cooperation.
1. Expand the production capacity of leading products and promote the implementation of the 14th five year plan.
During the reporting period, the board of directors reviewed and approved the implementation of the green manufacturing project of 11000 tons of high nucleic acid yeast products, 5000 tons of yeast extract, 5000 tons of plant protease hydrolysate and 20000 tons of yeast culture by Binzhou company; Dehong company implements the green manufacturing project with an annual output of 15000 tons of yeast extract; Chifeng company implements the technical transformation project of 150000 tons of crude sugar processing products per year, the new 40000 tons of molasses storage tank and storage supporting project; The factory in the park implements the green manufacturing project of 18000 tons of compound microorganisms per year (phase I) and the modifier project of 8000 tons of compound noodles per year; Yichang company implements the deep processing project of hydrolyzed sugar with an annual output of 150000 tons; Suixian company's project of increasing 4500t / a production capacity of new fermentation tanks; Hongyu packaging materials implements the project of new functional packaging materials with an annual output of 23000 tons and the phase II project of intelligent factory for packaging materials of health products with an annual output of 30000 tons; The enzyme preparation company implements the green manufacturing project of new enzyme preparation with an annual output of 5000 tons. The implementation of the above projects will help to promote the realization of the objectives of the company's "14th five year plan" strategic plan, enhance the company's sustainable profitability and comprehensive competitiveness, and continue to promote the steady and healthy development of the company.
2. Steadily promote foreign cooperation and effectively fill the capacity gap.
During the reporting period, the board of directors considered and approved foreign cooperation projects such as the establishment of Jining company to acquire the assets related to Shengqi biological yeast products, the establishment of newbao company to deeply cultivate the zero complementary food business for infants and children, and the establishment of senris company and Bangtai biological company to develop new fields of biotechnology. The implementation of the above foreign cooperation projects is in line with the company's "14th five year plan" technology development direction and biotechnology business development objectives, and helps to reduce disorderly market competition, promote industry integration and consolidate the company's industry position.
3. Implement the restricted stock incentive scheme and establish a long-term incentive mechanism.
During the reporting period, the company implemented the restricted stock incentive scheme, issued 8.78 million shares to 734 eligible incentive objects, with the grant price of 24.3 yuan per share, and conducted annual performance evaluation on the incentive objects. After reaching the performance evaluation goal, the sales restriction was lifted.
The implementation of equity incentive plan by the company will help to fully mobilize the enthusiasm of middle and senior managers, core technicians and management backbone, attract and retain excellent talents, maximize the interests of all shareholders and preserve and increase the value of state-owned assets.
4. Start non-public offering, expand production base and optimize capital structure.
During the reporting period, the company launched a non-public offering, issued no more than 40 million shares to no more than 35 specific objects, and raised no more than 1.41 billion yuan to build a green yeast production base, a green manufacturing project with an annual output of 5000 tons of new enzyme preparations and replenish working capital. On December 28, 2021, the application for non-public offering of shares was accepted by the CSRC. On March 14, 2022, the application for non-public offering of shares was examined and approved by the development and Examination Committee of the CSRC.
5. Take environmental protection as its own responsibility and continue to promote environmental protection and energy conservation and emission reduction.
During the reporting period, the company's environmental protection facilities operated stably and efficiently, and the main pollutant indicators met the relevant emission standards and regulatory requirements, and the discharge was stable and up to standard; The company has developed a self-monitoring scheme for the environment, and implemented all-weather and all-round monitoring on the three wastes and noise emission through the methods of manual test + entrusted monitoring + on-line monitoring; According to the regulatory requirements of the competent environmental protection department, conduct online effectiveness audit every quarter and disclose daily emission data in real time.
During the reporting period, the company attached great importance to the relationship with the surrounding communities and continued to carry out the community exchange activity of "entering and understanding angel". Angel's environmental protection concept and governance were affirmed by the surrounding communities. The company issued the group carbon emission management system to carry out carbon emission management in an orderly manner. In 2021, 29 energy-saving and emission reduction technological transformation projects were implemented, reducing 19700 tons of carbon dioxide, 88000 tons of steam produced by biogas instead of coal, and 27000 tons of carbon dioxide; The annual comprehensive energy consumption decreased by 2.2% year-on-year, and the operating cost of environmental protection reached 513 million yuan.
(VI) carry out self inspection and self correction, and complete the special self inspection of governance.
During the reporting period, according to the spirit of the relevant documents of the opinions of the State Council on further improving the governance of listed companies and the notice of Hubei Securities Regulatory Bureau on carrying out special actions on the governance of listed companies under its jurisdiction, the company carried out "special self-examination on the governance of listed companies", carefully sorted out and found problems according to 118 self-examination items, completed the special self-examination work, formed a self-examination report and rectification report, and submitted them to the securities regulatory bureau. Through this special governance activity, the company conducted a comprehensive self-examination and evaluation of the current governance of the company, timely improved the problems found in the self-examination, and further strengthened and improved the standardized operation level of the company.
(VII) strengthen communication with investors and actively carry out investor relations management.
During the reporting period, the board of directors continued to strengthen and improve the management of investor relations and played a leading role. Answer investors' questions in the Shanghai Stock Exchange e interactive column, and set up an investor relations column on the official website to display the company's real-time stock price, financial information, regular reports and temporary announcements, so as to help investors understand the operation. At the same time, the board of directors actively carries out positive interaction with investors, maintains smooth communication with global investors, regularly holds investor teleconferences, holds anti roadshows, and participates in investor meetings and annual / quarterly strategy meetings to help investors understand the company's situation, guide investors to make objective judgments on the company's value, avoid misleading investors by false information, and strive to improve the recognition of the company's value by the capital market. The directors, general manager, financial officer and Secretary of the board of directors of the company attended the 2021 international investor conference of Shanghai Stock Exchange, and the Secretary of the board of directors and securities affairs representative attended 2021
