Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Work report of the board of directors in 2021
In 2021, the board of directors of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as “the company”) operated in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies and other laws and regulations, normative documents, as well as the articles of association, rules of procedure of the board of directors and other internal control systems, Make scientific decisions, earnestly implement the resolutions of the general meeting of shareholders, and actively promote the development of various businesses of the company. The main work of the board of directors in 2021 is reported as follows: I. operation in 2021
During the reporting period, the company achieved an operating revenue of 527 million yuan, a year-on-year increase of 10.32%, and a net profit attributable to the owner of the parent company of 515986 million yuan, a year-on-year decrease of 34.82%. During the reporting period, the subsidy standard of dismantling fund was lowered, and the company moved its plant. Affected by the process of production line commissioning and running in, the capacity release of dismantling and processing production line was less than expected, resulting in the decline of the overall gross profit margin of the company; In addition, as the company further strengthened its R & D investment, the annual R & D expenses also increased year-on-year. The above factors led to a decline in the net profit attributable to the parent company.
2、 Daily work of the board of directors in 2021
(I) operation of the board of directors
In 2021, the company held five meetings of the board of directors, as follows:
No. meeting session time main content of the meeting
The meeting considered and adopted the following proposals:
1. 2020 work report of the board of directors;
2. 2020 general manager’s work report;
3. 2020 annual operation report of the company;
4. Financial statement report of 2020;
5. Financial budget report for 2021;
6. Proposal on Approving the issuance of financial report for 20182020;
7. Proposal on 2020 profit distribution plan of the company;
The second session of the board of directors in March 2021
1. Proposal of the annual financial audit institution of the second meeting on January 19;
9. Proposal on confirming related party transactions of the company in 2020;
10. Proposal on proposing to convene the 2020 annual general meeting of shareholders.
In May 2021, the second session of the board of directors considered and adopted the following proposals:
2. The third meeting 1. Proposal on changing the company’s domicile;
2. Proposal on Amending the articles of association of the company;
3. Proposal on convening the first extraordinary general meeting of shareholders in 2021.
The meeting considered and adopted the following proposals:
3. The second session of the board of directors in July 2021. 1. Proposal on senior managers and core employees participating in the fourth meeting of the company’s initial public offering on July 29 and listing on the gem for strategic placement.
The meeting considered and adopted the following proposals:
1. Proposal on adjusting the amount of raised funds to be invested in investment projects with raised funds;
The 2nd session of the 2nd board of directors in October 2021: Discussion on using raised funds to replace self raised funds invested in raised investment projects in advance 4
Proposal of the 5th meeting on the 13th;
3. Proposal on changing the registered capital, company type and articles of association of the company.
The following proposals were considered and adopted at the second session of the board of directors in October 2021:
May 22 6th meeting 1. Proposal on the third quarter report of 2021.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the company held one annual general meeting and one extraordinary general meeting. The board of directors strictly implemented the resolutions of the general meeting of shareholders.
(III) work of special committees under the board of directors
The board of directors of the company has four special committees: Audit Committee, nomination committee, salary and assessment committee and Strategy Committee, each of which is composed of three members. During the reporting period, the audit committee held 4 meetings, the remuneration and assessment committee held 1 meeting, the strategy committee held 1 meeting and the nomination committee held 1 meeting. The performance of duties is as follows:
1. Performance of the audit committee
During the reporting period, the audit committee of the board of directors gave full play to the role of audit and supervision in accordance with the working rules of the audit committee of the board of directors and other relevant provisions, and was mainly responsible for the communication between the internal and external audit of the company and the supervision and verification of the company’s internal control system. In 2021, the audit committee focused on reviewing the company’s regular financial reports.
2. Performance of remuneration and assessment committee
During the reporting period, the remuneration and assessment committee of the board of directors reviewed the performance of the duties of the directors and senior managers of the company in accordance with the working rules of the remuneration and assessment committee of the board of directors and other relevant provisions.
The proposal on the work arrangement of the remuneration and assessment committee in 2021 was considered.
3. Performance of the strategy committee
During the reporting period, the company’s strategy committee performed its duties diligently and conscientiously in accordance with the working rules of the strategy committee of the board of directors and other relevant provisions, discussed the medium and long-term strategic planning of the company, and deliberated on the proposal on adjusting the amount of raised funds to be invested in raised funds investment projects and the proposal on using raised funds to replace self raised funds invested in raised funds investment projects in advance.
4. Performance of the nomination committee
During the reporting period, the nomination committee of the company performed its duties diligently and conscientiously in accordance with the working rules of the nomination committee of the board of directors and other relevant provisions, carefully examined the qualifications and performance ability of the candidates for the board of directors, the board of supervisors and senior managers of the company, and reviewed the summary of the work of the nomination committee in 2020.
(IV) performance of independent directors
During the reporting period, the independent directors of the company performed their duties in strict accordance with the rules for independent directors of listed companies and the working system of independent directors of the company issued by the CSRC, diligently and conscientiously, actively attended the meetings of the board of directors and the special committees of the board of directors, carefully reviewed the relevant proposal materials and made independent judgments, and expressed independent opinions on the relevant major issues of the company during the reporting period; At the same time, the company actively checked the construction and implementation of the company’s daily operation and management and internal control system, supervised the implementation of the resolutions of the board of directors, and put forward constructive opinions, which played a due role in safeguarding the legitimate rights and interests of the company and all shareholders. (V) information disclosure
During the reporting period, the board of directors consciously fulfilled the obligation of information disclosure in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other laws and regulations and the articles of association, and timely and accurately disclosed relevant documents in designated newspapers and websites to ensure that there were no false records, misleading statements or major omissions.
(VI) Investor Relations Management
The company has established a good communication mechanism between the board of directors and investors in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the investor relations management system formulated by the company Consultation telephone and other communication methods have formed a benign interaction with investors and improved investors’ familiarity and understanding of the company.
3、 Work plan of the board of directors in 2022
Under the background of the “double carbon” policy, the company will continue to adhere to the development goal of “developing green circular economy”, adhere to the development concept of “green, circular, low-carbon and environmental protection”, practice the development strategy of “tapping potential internally and expanding outward”, actively participate in the construction of national “waste free city”, and strive to become a highly competitive service operator for the construction of “waste free city”.
In 2022, the board of directors of the company will further strengthen its own construction and give full play to the core role of the board of directors in corporate governance. Focus on the following aspects:
1. Conscientiously and consciously fulfill the obligation of information disclosure, continue to improve the quality of information disclosure in strict accordance with the requirements of relevant laws and regulations, normative documents and rules and regulations; At the same time, we will continue to standardize the operation of the three meetings, seriously organize and implement the resolutions of the general meeting of shareholders in strict accordance with the relevant requirements of laws, regulations and normative documents, make scientific and reasonable decisions within the scope of authorization of the general meeting of shareholders, further guide the enterprise to strengthen internal control on the basis of steady development, effectively and timely inspect and supervise the work of the management, and fully support the work of the company with practical actions, Promote the standardized operation of the company to a new level.
2. Actively carry out compliance training and improve the ability to perform their duties. The board of directors of the company will strengthen the training of directors and senior managers, actively organize and participate in the training of relevant laws and regulations and the study of rules and regulations, improve the self-discipline awareness and work standardization of directors and senior managers, improve the scientificity and efficiency of decision-making, constantly improve the risk prevention mechanism, and ensure the healthy, stable and sustainable development of the company.
3. We will deepen the management of investor relations and earnestly safeguard the legitimate rights and interests of small and medium-sized investors. The board of directors will continue to conscientiously implement the relevant requirements and instructions of regulators to protect investors, provide investors with a channel to better understand the company’s development strategy, objectives and implementation path, and convey the company’s vision and business philosophy of seeking common development with investors, so as to strengthen the confidence of investors and effectively protect the vital interests of investors, especially small and medium-sized investors.
In 2022, the board of directors of the company will conscientiously implement the resolutions of the general meeting of shareholders, diligently perform their duties in order to safeguard the interests of all shareholders, especially small and medium-sized shareholders, strive to promote the implementation of the company’s strategic plan in accordance with the established business objectives and development direction, constantly standardize corporate governance, strengthen the training of directors’ ability to perform their duties, and improve the scientificity, efficiency and foresight of the company’s decision-making; Strengthen the guidance on the construction of the company’s internal control system, make decisions and optimize the company’s strategic planning, consolidate the foundation of the company’s sustainable development, and ensure the sustainable and healthy development of the company.
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) board of directors March 31, 2022
