Work report of the board of directors in 2021
Yunnan Tourism Co.Ltd(002059) all shareholders:
In 2021, the global covid-19 pneumonia epidemic is still spreading, and the company's tourism industry continues to be impacted and challenged by the covid-19 pneumonia epidemic. Facing the more complex and severe external environment and the pressure of internal economic development, the board of directors of the company led the management to scientifically study and judge the new situation, new characteristics and new opportunities of the development of the tourism industry, actively promote the transformation and upgrading of traditional tourism business, vigorously promote the transformation of development mode from quantity to quality and business structure from heavy to light, and comprehensively grasp epidemic prevention and control, enterprise operation, consolidate the foundation, adjust the structure Key work such as preventing and resolving risks, continuous optimization of business structure, steady improvement of business quality and continuous consolidation of internal control management, and enterprise development has entered a new stage of innovation and high-quality development. The report on the work of the board of directors in 2021 is as follows:
1、 Operation in 2021
In 2021, the company realized an operating revenue of 141784 million yuan, a year-on-year decrease of 21.76%; The total profit was - 350.81 million yuan, a year-on-year decrease of 322%; The net profit was -353.67 million yuan, a year-on-year decrease of 393%; The net profit attributable to the shareholders of the parent company was - 325.65 million yuan, a year-on-year decrease of 304%. During the reporting period, the equity dispute between the company and the original shareholders of Jiangnan Garden Co., Ltd. affected the net profit attributable to the shareholders of the listed company, which is expected to be about 278 million yuan. 2、 Implementation of important work
(I) actively promote the company's strategic transformation and upgrading and industrial chain expansion
First, complete the adjustment of the company's management. The new management team has rich experience in tourism culture and technology and professional business ability, which has laid a good personnel and management foundation for the company's strategic transformation and upgrading. Second, on the basis of the formed strategic pattern of "global tourism comprehensive service provider", further inventory and sort out the company's resources, refine the strategic positioning of global tourism comprehensive service providers, and explore solutions for the operation of cultural tourism complex and the transformation and upgrading of tourism comprehensive service sector. Third, with the help of the team and technical advantages of the subsidiary culture and tourism technology, invest in the establishment of Yunnan OCT World Expo culture and Technology Co., Ltd., expand the business field to the upgrading and operation of park and Expo assets, science and technology museums, popular science parks, museums and research bases in other provinces and cities in China, realize the extension of the company's industrial chain, create new profit growth points for the company, and transform and upgrade the company's traditional tourism business Lay a solid foundation for healthy and sound development.
(II) accelerate the pace of scientific research and innovation and enhance the core competitiveness
During the reporting period, focusing on the application fields of immersive products, interactive products and Tourism Internet technology, the company continued to increase scientific research investment, develop marketable new products and technologies, and accelerate the cultivation of new drivers of high-quality development of enterprises. During the reporting period, 78 utility model patents, 7 design patents and 7 invention patents were authorized, and 19 invention patents, 86 utility model patents and 8 design patents were declared.
(III) comprehensively promote fine management and strengthen the construction of internal control.
Adhering to the principles of honesty, trustworthiness and standardized operation, the board of directors of the company has continuously improved various management systems of the company and actively strengthened the construction of internal control system. First, on the basis of comprehensively combing various management systems and standardizing various work processes, and in accordance with the requirements of listed company governance and standardized operation, further improve the system, formulate or revise more than 10 corporate governance systems such as the comprehensive budget management measures, so as to make the corporate governance structure more perfect. Second, continue to improve the level of financial standardized management, complete the construction of Kingdee cloud sky accounting system and Financial Sharing Center, and achieve efficient internal and external financial business processing through the construction of Financial Sharing Center, so as to realize the transfer of financial work to management accounting and financial decision analysis. Third, continuously strengthen financial supervision and inspection on risk asset management and control, "two gold" pressure drop and other aspects, carry out comprehensive fine management and risk prevention and control, and ensure the high-quality development of the company.
(IV) accelerate institutional innovation and release institutional vitality
First, solidly promote the three-year action of state-owned enterprise reform, further sort out and optimize the functions of the headquarters, optimize the organizational control mode, promote "strengthening the headquarters" and penetration management, promote the transformation of the headquarters from "strategic control" to "operational control", fully implement the vertical and penetration management of subsidiaries, and build an organizational system that can not only be unified and coordinated, but also carry out professional vertical management, so as to ensure the efficiency and rationality of management, Provide organizational guarantee for the high-quality development of the company. Second, implement the tenure system and contractual management of the members of the management, promote the tenure system and contractual management on the basis of clarifying the post rights and responsibilities, strengthen rigid assessment, realize excellent performance and remuneration, and complete the signing of the letter of responsibility for business performance between the chairman of the company and the members of the management on behalf of the board of directors. Third, deepen the reform of the market-oriented selection and employment mechanism, implement the open recruitment system and the full staff performance appraisal system, and promote the establishment of a market-oriented employment mechanism of "being able to go up and down, entering and leaving". 3、 Daily work of the board of directors
(I) convening of the board meeting
In 2021, the board of directors of the company convened and held meetings of the board of directors in strict accordance with relevant laws and regulations, the articles of association and other relevant provisions to review and make decisions on various major matters of the company. The board of directors held 12 meetings throughout the year and considered and adopted 43 topics, including related party transactions, profit distribution, provision of financial assistance, guarantee matters and periodic reports; The convening and voting procedures of all previous meetings of the board of directors comply with the relevant provisions of the company law and the articles of association. The resolutions of the board of directors of the company are timely published in the securities times, China Securities Journal and cninfo for investors to consult.
(II) convening of shareholders' meeting and implementation of resolutions of shareholders' meeting by the board of directors
In 2021, the board of directors of the company convened and held 4 general meetings of shareholders in strict accordance with relevant laws and regulations and the articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors and other relevant provisions, and considered and adopted 15 topics. The general meeting of shareholders is held by the combination of on-site open voting and online voting, making decisions on major matters of the company according to law, and the resolutions are compliant and effective. The board of directors has implemented and implemented various proposals considered and adopted by the general meeting of shareholders. By strictly implementing the resolutions of the general meeting of shareholders, the board of directors has safeguarded the interests of all shareholders, ensured that shareholders can exercise their functions and powers according to law, and promoted the long-term, steady and sustainable development of the company.
(III) information disclosure and investor relations management
In 2021, the board of directors of the company strictly abided by the relevant provisions on information disclosure, completed the disclosure of periodic reports on time in accordance with the guidelines on information disclosure format of China Securities Regulatory Commission and Shenzhen Stock Exchange and other relevant provisions on information disclosure, and truthfully, accurately, completely and timely issued interim announcements such as meeting resolutions and major issues according to the actual situation of the company, so as to faithfully fulfill the obligation of information disclosure, Ensure that investors know the major issues of the company in time and protect the interests of investors to the greatest extent.
In 2021, a total of 114 pieces of information were publicly disclosed, without being questioned by regulators and the media.
On May 11, 2021, the company held an online performance presentation of the 2020 annual report, which fully introduced the company's operation and management and corporate governance of the previous year to investors.
On May 17, 2021, the company participated in the theme activity of "2021 online collective reception day and collective performance explanation meeting for investors of Listed Companies in Yunnan Province" jointly organized by Yunnan listed companies Association and Shenzhen panorama Network Co., Ltd. through online communication with investors on 2020 annual report, corporate governance, development strategy, operation status Financing plan and sustainable development and other issues of concern to investors were communicated.
(IV) corporate governance and standardized management
According to the provisions of relevant laws, regulations and normative documents, the company has formulated the comprehensive budget management measures, the implementation plan for the company to implement the functions and powers of the board of directors, the company's liability management system and the company's external donation management measures, and revised and improved the working rules of the general manager of the company, laying a system foundation for improving the level of corporate governance and efficient operation ability of the company. At the same time, the board of directors of the company pays close attention to the latest regulations and policy developments, timely publicizes and implements the regulations and policies of directors and senior managers, and promotes the continuous improvement of the performance ability of directors and senior managers.
4、 Work of special committees under the board of directors
In 2021, the audit committee, strategy committee, remuneration and assessment committee and Nomination Committee under the board of directors of the company earnestly performed their duties in accordance with the relevant provisions of the standards for the governance of listed companies, the articles of association and the working rules of various special committees, studied professional matters and put forward relevant opinions and suggestions for the decision-making of the board of directors.
(I) audit committee
During the reporting period, the audit committee effectively supervised the implementation of the company's internal control system, regularly understood the company's financial status and operation, urged and guided the company's internal audit department to regularly and irregularly inspect and evaluate the company's financial management operation, supervised the annual audit work of the accounting firm, and fully communicated relevant issues in the audit process, Ensure the authenticity and accuracy of the company's financial data. During the reporting period, the audit committee considered relevant matters and expressed opinions, and actively played the role of audit and supervision. Mainly carried out the following aspects: first, supervise and urge the annual audit, semi annual audit and quarterly audit, and fully communicate relevant issues in the audit process to ensure the smooth progress of the audit; Second, review the establishment and implementation of the company's internal control system; Third, supervise the company's internal audit system and its implementation; Fourth, review the company's financial information and its disclosure; Fifth, evaluate the work of external audit institutions; Sixth, supervise the implementation of important matters of the company; Seventh, review the standardized use of the company's raised funds.
(II) salary and assessment committee
During the reporting period, the remuneration and assessment committee reviewed the remuneration of the company's directors and senior managers according to relevant systems and regulations, put forward opinions and suggestions on the reward of the company's senior managers, and earnestly fulfilled the responsibilities of the remuneration and assessment committee.
(III) Nomination Committee of the board of directors
During the reporting period, the nomination committee of the board of directors carried out its work in accordance with the articles of association, working rules of the nomination committee of the board of directors and other relevant provisions, and performed its duties diligently.
(IV) strategy committee
During the reporting period, the company's Strategy Committee actively organized all members to carry out relevant activities, carefully listened to the work report of the management, communicated with the company's senior managers on the company's operation, industry development trends and the company's future planning, continued to pay attention to the implementation of the company's strategy and put forward professional suggestions.
In 2021, the four special committees of the board of directors made great contributions to the sustainable, healthy and standardized development of the company and the improvement of the directors
The Council has played an extremely important role in making scientific decisions and standardizing the level of operation.
5、 Attendance and work of independent directors at the board of directors
In 2021, the independent directors of the company performed their duties conscientiously and diligently in accordance with the working system of independent directors
Attend the meeting of the board of directors and carefully consider various proposals. On the company's production and operation, financial management, related party transactions and heavy
Fully communicate with the management of the company about the big guarantee, project investment and other situations, and deal with the public according to their own professional knowledge and ability
The company will express independent opinions on major issues. Maintain full independence in work and earnestly safeguard the company and minority shareholders
The interests of. Each independent director takes advantage of the opportunity to attend the board of directors, shareholders' meeting and other time to cooperate with the company's business
The management fully communicates and understands the production and operation of the company. During the preparation of the company's annual report and the annual audit of Certified Public Accountants
Timely communicate the audit work and urge the audit report to be completed in time.
Attendance of independent directors at the board of directors and shareholders' meeting:
Attendance of independent directors at the board of directors and shareholders' meeting
During the reporting period, the company shall attend the meeting on site and entrust to attend by means of communication. Whether the independent directors attending the meeting twice in a row are absent directors
Times of attending the board of directors times of attending the board of directors times of attending the board of directors times of not attending the name meeting of the board of directors in person
Number of meetings
Long Chao 12 1 11 0 0 0 No 4
Wang Jun 12 1 11 0 0 0 No 4
Yang Xianghong 12 1 11 0 0 No 4
6、 Key work of the board of directors in 2022
(I) plan the layout and formulate the development strategy in line with the actual situation of the company.
In 2022, the board of directors will strengthen the analysis and Research on the macroeconomic and industrial situation, combined with the external macro environment
Change and China's international "double cycle" new pattern, grasp the law of enterprise development, and formulate the company's new development strategy through full investigation and repeated demonstration. On the basis of the formed strategic pattern of "comprehensive tourism service provider in the whole region",
Make use of the company's existing resources or channel advantages in Yunnan Province and rely on culture and Tourism Technology in cultural creativity and scientific and technological innovation
Through the integration of culture, science and technology, science popularization, biodiversity and other elements, actively explore and build
