30 Shandong Xinneng Taishan Power Generation Co.Ltd(000720) 21 annual work report of the board of directors in 2021, the board of directors of the company, in accordance with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws and regulations, as well as the articles of association, and in accordance with the requirements of the rules of procedure of the board of directors of the company, Earnestly perform the responsibilities entrusted to the board of directors by the company and the general meeting of shareholders, strictly implement the resolutions of the general meeting of shareholders, diligently carry out the annual work, actively promote the implementation of the resolutions of the board of directors, constantly standardize corporate governance, and ensure the scientific decision-making and standardized operation of the board of directors. The main work of the board of directors in 2021 is reported as follows: I. the operation of the company in 2021. In 2021, the company realized an operating revenue of 231621204489 yuan, a year-on-year increase of 19.32%; The net profit attributable to the shareholders of the listed company was 26318679648 yuan, with a year-on-year increase of 28.05%, which was 57.58% compared with the same period of last year after excluding the influence of infrared thermopile temperature sensor. 2、 Work of the board of directors in 2021, the board of directors of the company held 14 meetings of the board of directors. The convening and convening procedures of the meetings met the relevant provisions of the company law, the articles of association and the rules of procedure of the board of directors, and carefully considered the relevant proposals, The details are as follows: No. meeting time, meeting topic 1, proposal on appointment of accounting firm, proposal on changing the company’s business scope and amending the articles of association, proposal on nomination of non independent directors of the Fifth Board of directors, proposal on appointment of general manager and proposal on capital increase of wholly-owned subsidiaries, 2021-1-19, the 11th meeting of the Fifth Board of directors Proposal on convening the first extraordinary general meeting in 2021 2 proposal on 2020 annual report of the board of directors of the 5th board of directors on March 15, 2021 proposal on 2020 annual report and its summary proposal on 2020 annual report of the general manager of the 12th board of directors proposal on 2020 annual report of the general manager self-evaluation report on internal control of the year 2020 proposal on 2020 final financial report of the year 2020 Proposal on 2020 profit distribution plan, proposal on 2021 directors’ compensation policy, proposal on 2021 senior managers’ compensation policy, proposal on 2020 social responsibility report, proposal on handling 2021 comprehensive bank credit business, proposal on 2020 provision for asset impairment and proposal on renewing the employment of accounting firm Proposal on Amending the administrative measures for the use of raised funds, proposal on convening the 2020 annual general meeting, 3 proposal on the first quarter report of 2021, 2021-4-27, the 13th meeting of the 5th board of directors, 4 proposal on providing loan renewal guarantee for holding subsidiaries, 2021-5-27, the 14th meeting of the 5th board of directors, 2021-8-26, the 15th meeting of the 5th board of directors The proposal on the 2021 semi annual report and its summary, the proposal on implementing the new leasing standards and changing relevant accounting policies, 6 the proposal on the company’s 2021 restricted stock incentive plan (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan at the 16th meeting of the Fifth Board of directors, 2021-8-31 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2021, proposal on changing the company’s business scope and amending the articles of association, proposal on convening the second extraordinary general meeting in 2021, 7 proposal on adjusting the amount of raised funds invested in some raised funds investment projects at the 17th meeting of the Fifth Board of directors, 2021-9-9 Proposal on replacing self raised funds for investment projects invested with raised funds in advance with raised funds 8 proposal on holding subsidiaries providing guarantees for their subsidiaries at the 18th meeting of the 5th board of directors 2021-9-16 9 proposal on granting restricted shares to incentive objects for the first time at the 19th meeting of the 5th board of directors 2021-9-17 10 the 20th meeting of the 5th board of directors 202110-11 Proposal on the proposed transfer of equity of wholly-owned subsidiaries to secondary holding subsidiaries 11 proposal on increasing the implementation subject of some raised investment projects, proposal on using some idle raised funds for cash management, proposal on using some idle self owned funds to purchase low-risk financial products, 202110-26 of the 21st Meeting of the 5th board of directors 12 proposal on using some idle self owned funds to purchase low-risk financial products, 202110-26 of the 22nd Meeting of the 5th board of directors Proposal on the report of the third quarter of 202113 proposal on the transfer of equity of wholly-owned subsidiaries to holding secondary subsidiaries 202111-10 of the 23rd Meeting of the 5th board of directors 202112-9 of the 24th Meeting of the 5th board of directors 202112-9 proposal on the use of bank acceptance bills, letters of credit and self owned foreign exchange to pay the funds required for raised investment projects and replace them with the raised funds in the same amount Proposal on increasing registered capital and amending the articles of association III. convening of the third extraordinary general meeting of shareholders in 2021 and implementation of resolutions the company held one annual general meeting and three extraordinary general meetings of shareholders in 2021. The board of directors of the company strictly complied with the company law, the securities law and the gem Listing Rules of Shenzhen Stock Exchange The company performed its duties in accordance with the provisions of laws and regulations such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and normative documents such as the articles of association and the rules of procedure of the general meeting of shareholders, and earnestly implemented the resolutions deliberated and adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders. 4、 Work of the Professional Committee (I) performance of the audit committee in 2021, the audit committee of the board of directors of the company actively performed its duties in accordance with the company law, the securities law, the articles of association and other relevant provisions, and regularly learned about the company’s financial status and operation, and the improvement and implementation of the internal control system, Supervise and urge the internal audit department to conduct regular inspection and communication with the accounting firm on the preparation and operation of the annual audit report. In 2021, the audit committee held five meetings to review the periodic reports of each period, evaluate the work of the accounting firm and put forward renewal suggestions to the board of directors. (II) performance of the nomination committee in 2021, the nomination committee of the board of directors of the company held one meeting. Combined with the actual situation of the company, the nomination committee put forward important and reasonable suggestions when the company elects directors and employs senior managers, and earnestly fulfilled the responsibilities of the nomination committee. (III) performance of the remuneration and appraisal committee in 2021, the remuneration and appraisal committee of the board of directors of the company held two meetings to review the annual remuneration policy of the directors and senior managers of the company, the company’s restricted stock incentive plan (Draft) in 2021 and its abstract, and the measures for the implementation and appraisal management of the restricted stock incentive plan in 2021, and make suggestions to the board of directors on the remuneration system, performance appraisal system and incentive scheme, Earnestly fulfilled the responsibilities and obligations of the members of the remuneration and assessment committee.
(IV) performance of the strategy committee in 2021, the strategy committee of the board of directors of the company held two meetings to study and put forward suggestions on major issues affecting the future development of the company, such as foreign investment and the company’s 2022 strategic development plan, in combination with the overall strategic layout of the company, and actively perform the responsibilities of the strategy committee. 5、 Performance of independent directors in 2021, the independent directors of the company, in accordance with the company law, the securities law, the standards for the governance of listed companies, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws and regulations, as well as the articles of association, the working system of independent directors and other company systems, Conscientiously perform their duties, actively attend relevant meetings on time, carefully consider various proposals, objectively express their views and views, and strive to safeguard the overall interests of the company and the legitimate rights and interests of minority shareholders. At the same time, actively go deep into the company’s on-site investigation, understand the company’s production and operation status, the construction of internal control and the implementation of the resolutions of the board of directors and shareholders’ meeting, and put forward reasonable opinions and suggestions for the company’s operation and development. The independent directors have no objection to the matters considered by the company in 2021. 6、 Implementation of information disclosure management system in 2021, the company actively participated in various trainings of regulatory authorities, recommendation institutions and consulting institutions, and actively carried out relevant training and publicity on information disclosure and standardized operation in the process of internal meetings and daily work of the company, such as code of conduct for share trading, information disclosure and regulatory requirements, use of raised funds Internal major event report and insider management requirements of the company. In accordance with the requirements of the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, further strictly implement the information disclosure system, promote the standardized operation of the company according to law, and earnestly fulfill the disclosure obligations of regular reports and various temporary announcements, Ensure that the content of information disclosure is true, accurate and complete, without false records, misleading statements and major omissions, so that investors can obtain the company’s information timely and accurately, and effectively protect the legitimate rights and interests of the company and investors, especially small and medium-sized investors. Seven, the management of investor relations. The board of directors of the company fully utilizes the diversified channels of communication such as new media, actively maintains investor relations, and exchanges with investors through announcement, telephone consultation, interactive platform of the Shenzhen Stock Exchange, WeChat official account and so on, so as to enhance investors’ understanding of the company’s business and development prospects and maintain good relations with investors. At the same time, the company takes seriously and discusses the opinions and suggestions of investors on the company, patiently answers the calls and letters of investors, and creates a good way for investors to obtain the company’s information fairly. The company has always adhered to the principles of fairness, impartiality and openness, strengthened information communication with investors on the basis of compliance codes, promoted investors’ recognition of the company, and established a good image of the company in the capital market. 8、 Main work arrangements of the board of directors in 2022 (I) strengthening the level of corporate governance. Give full play to the core role of the board of directors in corporate governance, do a solid job in the daily work of the board of directors, make scientific and efficient decisions on major issues, make the company’s business plan and investment plan, and efficiently implement each resolution of the general meeting of shareholders. At the same time, strengthen the training of directors’ ability to perform their duties and improve the scientificity, efficiency and foresight of the company’s decision-making. (II) do a good job in the company’s information disclosure. The board of directors of the company will conscientiously and consciously fulfill the obligation of information disclosure in strict accordance with the requirements of laws, regulations, normative documents and the articles of association, such as the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, etc, Strictly control information disclosure and effectively improve the standardized operation and transparency of the company. (III) further improve the company’s rules and regulations. Establish and improve a more standardized and transparent operation system of listed companies, continue to optimize the company’s governance structure and improve the level of standardized operation. At the same time, strengthen the construction of internal control system and constantly improve the risk prevention mechanism to ensure the healthy, stable and sustainable development of the company. In 2022, the company will further improve its management system and optimize its organizational structure and business processes. Facing the opportunities and challenges in the future, all members of the board of directors will fulfill their duties, work hard, continue to lead all employees of the company and make new contributions to the long-term development of the company Hanwei Electronics Group Corporation(300007) board of directors March 30, 2002
