Work report of the board of directors in 2021
In 2021, the board of directors of Canny Elevator Co.Ltd(002367) (hereinafter referred to as “the company”) strictly followed the relevant provisions and requirements of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and other laws and regulations, combined with the actual situation of the company, and followed the articles of association, rules of procedure of the board of directors and other relevant systems, In line with the working attitude of scrupulously performing their duties and being diligent, they exercise their functions and powers independently according to law and spare no effort to protect the rights and interests of shareholders, the interests of the company and the legitimate rights and interests of employees from infringement. Earnestly perform the duties of the board of directors entrusted by the general meeting of shareholders, strictly implement the resolutions of the general meeting of shareholders, diligently carry out the work of the board of directors, actively promote the implementation of the resolutions of the board of directors, and promote the improvement of corporate governance and the healthy and stable development of all businesses of the company. The work of the board of directors in 2021 is reported as follows:
1、 During the reporting period, the overall operation of the company
2021 is the first year for the company to start reform, and it is also a year of opportunities and challenges. The external environment is changeable, the global epidemic situation is repeated, and the implementation of the dual control policy of energy consumption and other external environmental factors still exert great pressure on the operation and development of manufacturing enterprises. The company responded positively. On the one hand, it actively explored market opportunities and promoted product R & D and market expansion; On the other hand, we will continue to promote management reform and strengthen technological and management innovation. Through the joint efforts of all employees, the company’s performance has achieved steady growth and its sales have reached a new high.
In 2021, the company realized an operating revenue of 51699113 million yuan, an increase of 20.79% over the same period of last year; The total profit is 4656508 million yuan, and the net profit attributable to the shareholders of the listed company is 405549 million yuan (in 2021, the amortization cost of the company’s implementation of the second employee stock ownership plan and stock option incentive plan affects the total pre tax profit of 193754 million yuan), of which the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses is 3678441 million yuan.
As of December 31, 2021, the total assets of the company are 7.063 billion yuan, the total liabilities are 3.847 billion yuan, and the asset liability ratio is 54.47%; The owner’s equity attributable to the parent company was 3.214 billion yuan, with a weighted average return on net assets of 13.11%, a year-on-year decrease of 3.35 percentage points.
As of December 31, 2021, The effective orders being executed by the company are 7.094 billion yuan (excluding the bid winning but not received the deposit for the phase I project of Beijing Rail Transit Line 3, the electromechanical project of Fenghuang magnetic float travel project, the reconstruction project of passenger transport facilities of Xianning station, the reconstruction project of passenger transport facilities of Xiaogan station, the phase I project of West ring line of Chang Zhu Tan intercity rail transit, the reconstruction project of passenger transport facilities of Suizhou station, the new Huzhou Hangzhou West Hangzhou Huang high-speed railway connection project and the escalator of phase I project of Tianjin Metro Line 11, the bid winning amount) A total of 338 million yuan), and the orders on hand remained stable.
2、 Work of the board of directors during the reporting period
(I) convening of the board of directors
During the reporting period, the board of directors of the company held 8 meetings, deliberated 36 proposals, fully exercised the functions and powers specified in the articles of association, all directors were not absent from the meeting, and raised no objection to the proposals submitted to the board of directors for deliberation. See the information disclosure website designated by the CSRC for the announcement of resolutions of previous board meetings. The specific meeting and the proposals considered and adopted are as follows:
1. On March 29, 2021, the company held the 9th meeting of the 5th board of directors, which deliberated and adopted:
(1) 2020 general manager’s work report;
(2) 2020 work report of the board of directors;
(3) Financial statement report of 2020;
(4) 2020 annual report and summary;
(5) Self evaluation report on internal control in 2020;
(6) Self inspection form for the implementation of internal control rules;
(7) Proposal on developing bill pool business;
(8) Proposal on applying for bank comprehensive credit line;
(9) Proposal on the company and its subsidiaries using their own funds to purchase financial products;
(10) Proposal on the proposed sale and revitalization of some real estate;
(11) 2020 profit distribution plan;
(12) Proposal on reappointment of Tianheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2021;
(13) Proposal on shareholder return planning for the next three years (20212023);
(14) Proposal on proposing to convene the 2020 annual general meeting of shareholders.
2. On April 21, 2021, the company held the 10th meeting of the 5th board of directors, which deliberated and adopted:
(1) Full text and text of the first quarter report of 2021;
(2) Proposal on Amending the articles of Association;
(3) Proposal on Amending the rules of procedure of the board of directors;
(4) Proposal on Amending the working system of independent directors;
(5) Proposal on Amending the working rules of the nomination committee of the board of directors;
(6) Proposal on Amending the working rules of the audit committee of the board of directors;
(7) Proposal on Amending the working rules of the strategic decision making Committee of the board of directors;
(8) Proposal on Amending the working rules of the remuneration and assessment committee of the board of directors;
(9) Proposal on Amending the working rules of the Secretary of the board of directors;
(10) Proposal on Amending the decision-making system of connected transactions;
(11) Proposal on convening the first extraordinary general meeting of shareholders in 2021.
3. On May 24, 2021, the company held the 11th meeting of the 5th board of directors and passed:
(1) Proposal on cancellation of some stock options in 2020 stock option incentive plan;
(2) Proposal on granting incentive objects with stock options reserved in 2020 stock option incentive plan;
4. On July 22, 2021, the company held the 12th meeting of the 5th board of directors, which deliberated and adopted:
(1) Proposal on cancellation of some stock options in 2020 stock option incentive plan;
(2) Proposal on the achievement of exercise conditions for the first exercise period of stock options granted for the first time in 2020 stock option incentive plan;
(3) Proposal on unlocking the second phase of the company’s employee stock ownership plan. 5. On August 23, 2021, the company held the 13th meeting of the 5th board of directors, which deliberated and adopted:
(1) Proposal on changes of accounting policies;
(2) Semi annual report and summary of 2021;
(3) Proposal on the extension of the company’s phase I employee stock ownership plan.
6. On September 30, 2021, the company held the 14th meeting of the 5th board of directors, which deliberated and adopted:
(1) Proposal on proposed liquidation and cancellation of subsidiaries.
7. On October 28, 2021, the company held the 15th meeting of the 5th board of directors, which deliberated and adopted:
(1) Full text and text of the third quarter report of 2021.
8. On November 2, 2021, the company held the 16th meeting of the 5th board of directors, which deliberated and adopted:
(1) Proposal on repurchase of shares of the company by means of centralized bidding transaction.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the board of directors of the company convened and held two 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, all of which were convened by the board of directors. The details of the general meeting of shareholders are as follows:
1. On April 21, 2021, the company held the 2020 annual general meeting of shareholders, which reviewed and approved:
(1) 2020 work report of the board of directors;
(2) Work report of the board of supervisors in 2020;
(3) Financial statement report of 2020;
(4) 2020 annual report and summary;
(5) Proposal on developing bill pool business;
(6) Proposal on applying for bank comprehensive credit line;
(7) Proposal on the company and its subsidiaries using their own funds to purchase financial products;
(8) Proposal on the proposed sale and revitalization of some real estate;
(9) 2020 profit distribution plan;
(10) Proposal on reappointment of Tianheng Certified Public Accountants (special general partnership) as the company’s audit institution in 2021;
(11) Proposal on shareholder return planning for the next three years (20212023).
2. On May 10, 2021, the company held the first extraordinary general meeting of shareholders in 2021, which deliberated and passed: (1) proposal on Amending the articles of Association;
(2) Proposal on Amending the rules of procedure of the board of directors;
(3) Proposal on Amending the rules of procedure of the board of supervisors;
(4) Proposal on Amending the working system of independent directors;
(5) Proposal on Amending the decision-making system of connected transactions.
(III) performance of special committees of the board of directors during the reporting period
1. Performance of audit committee
The audit committee of the 5th board of directors of the company is composed of three directors, and Ms. Ma Jianping, an independent director of the company, serves as its chairman. During the reporting period, the audit committee held four meetings, focusing on the review of the company’s regular financial reports, the occupation of funds by controlling shareholders and related parties, the internal audit report of financial products, changes in accounting policies, the renewal of audit institutions and other matters. At the same time, the audit committee gave full play to the role of audit and supervision, regularly consulted the company’s financial statements and operating data, and verified the company’s internal control in 2021. The Audit Committee believes that the company’s established internal control system complies with the provisions of relevant laws and regulations and can effectively control relevant risks. During the preparation of the annual report and the audit of the financial statements, the audit committee carefully listened to the management’s comprehensive report on the company’s production and operation and the progress of major events in 2021 in accordance with the requirements of the annual report working system of independent directors and the working rules of the audit committee of the board of directors, and communicated with the annual report audit certified public accountant before, during and after the audit to urge the annual audit accountant to complete the audit work on time.
2. Performance of strategic decision-making committee
The strategic decision-making committee of the 5th board of directors of the company is composed of three directors, and Mr. Wang Youlin, chairman of the company, serves as its chairman. During the reporting period, the strategic decision-making committee of the board of directors organized and held five meetings of the strategic decision-making committee to consider major strategic issues such as revitalizing part of the company’s real estate, shareholder return planning for the next three years, employee stock ownership plan extension, repurchase plan, foreign investment, and put forward suggestions on the company’s long-term development strategy in combination with the development of the company’s industry and the company’s own development, which played a supervisory role, Protect the interests of the company and its shareholders.
3. Performance of the nomination committee
The nomination committee of the 5th board of directors of the company is composed of three directors, and Mr. Guo Jun, an independent director of the company, serves as its chairman. During the reporting period, the nomination committee of the board of directors held one meeting to review the list of members of the EMT project team. At the same time, the nomination committee paid daily attention to the employment dynamics of directors and senior managers, and did not find any situation that the company law and relevant laws and regulations prohibit them from serving as directors and senior managers of listed companies.
4. Performance of remuneration and assessment committee
The remuneration and assessment committee of the 5th board of directors of the company is composed of three directors, and Mr. Han Jian, an independent director of the company, serves as its chairman. During the reporting period, the remuneration and assessment committee of the board of directors held three meetings to verify and consider the performance remuneration of senior managers in 2020, the list of reserved stock options granted in 2020 equity incentive plan, the list of exercisable incentive objects in the first exercise period of stock options granted for the first time, and the list of unlocked objects in the first unlocking period of the second employee stock ownership plan.
(IV) information disclosure and insider information management
During the reporting period, the board of directors of the company strictly complied with the relevant provisions on information disclosure, completed the regular report disclosure 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 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. In 2021, the company issued 107 announcements and information on the designated information disclosure media, continuously improved the standard and quality of information disclosure, and again rated a in the information disclosure assessment of Listed Companies in Shenzhen Stock Exchange.
During the reporting period, the company attached importance to preventing insider trading, strictly implemented the insider registration management system, and ensured that directors, supervisors, senior managers and other relevant insiders strictly fulfilled their confidentiality obligations and strictly complied with the provisions on stock trading.
(V) Investor Relations Management
During the reporting period, the board of directors carried out all aspects of investor relations management in an orderly manner, participated in all kinds of roadshows, exchanges and investment strategy meetings, timely organized major events or regular report telephone meetings, and answered investors through “interactive easy” and other channels of Shenzhen Stock Exchange
