Work report of the board of directors in 2021
In 2021, due to the epidemic, under the adverse impact of the continuous high cost of cross-border logistics, the increase of port killing expenses and storage expenses in Hong Kong, the company made concerted efforts, performed their duties conscientiously and dared to take responsibility, adhered to the mission of "looking for global high-quality food materials and providing high nutritional protein food for Chinese consumers", and focused on the development idea of "integrating upstream resources and developing the Chinese market", Efforts have been made to promote the annual business work plan. Under the leadership of the board of directors, the company has maintained a steady development trend.
During the reporting period, the board of directors of the company earnestly performed the duties of the board of directors in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules, articles of association, rules of procedure of the board of directors and other laws and regulations, normative documents and the provisions of the company's system, diligently carried out various work, constantly standardized corporate governance and promoted the sustainable and stable development of the company. The report on the work of the board of directors in 2021 is as follows:
1、 Overall operation of the company in 2021 and key work of the board of directors
During the reporting period, the company achieved an operating revenue of 4.597 billion yuan, a year-on-year increase of 1.6%; The net profit attributable to the shareholders of the listed company was - 289 million yuan, a significant loss of 424 million yuan compared with the same period of the previous year. The net profit attributable to the shareholders of the listed company after excluding the impairment of goodwill of subsidiaries was - 155 million yuan, a significant decrease of 558 million yuan compared with the same period of the previous year.
In 2021, the board of directors of the company will mainly promote the improvement of corporate governance and operation management in the following four aspects:
1. Promote the overall optimization of the company's organization and management mode
(1) Management of subsidiary business divisions. In 2021, in order to better implement the idea of industrialized operation, the company implemented the management of similar business divisions for its subsidiaries, forming the management structure of two business segments overseas and China and six business divisions in China; The six business departments in China include bulk business department, jiawo fresh food business department, greedy Xiong classmate business department, Chengdu Meiyan business department, Guoxing Fuhua business department and wozhixian business department.
(2) Improve the seven functional management structure and vertical integrated management of the head office. The head office has seven functional departments: financial capital, human administration, legal affairs, internal control, securities affairs, brand and public affairs, it and audit; Comprehensively improve the vertical integrated management of the functions of the head office, further strengthen the control of subsidiaries, improve the level of specialization and the efficiency of collaborative integration, further improve the management system of listed companies, and better promote the development of listed companies.
(3) Improve the regular operation meeting system. On the basis of the original weekly meeting of the management and the weekly meeting of the business division, the company further improves the operation and management efficiency of listed companies by deeply refining the monthly operation analysis meeting, improving the granularity of operation analysis and the depth of re offer summary.
2. Strengthen the overseas management organization strength of the head office and strengthen the control of overseas asset business
(1) Expand the scale of overseas asset business management team. The scale of overseas management team increased by 80%, forming a echelon of senior, middle and grass-roots. With the relief of the epidemic situation, after the opening of Chile's border, the Chinese management team of the company quickly went to Chile to work permanently and implement in-depth and refined overseas operation management.
(2) Improve the regular operation meeting and process approval system. During the reporting period, the company greatly improved the operation regular meeting mechanism of overseas business and maintained real-time and smooth communication and cooperation. At the same time, the approval process of various governance and control has been upgraded to ensure the company's strong control over overseas assets.
(3) Improve the performance appraisal system of overseas business teams. In order to further stimulate the subjective initiative of the overseas operation team and improve the efficiency of overseas operation and management, the company has comprehensively adjusted the performance appraisal scheme of the overseas operation team.
(4) Carry out various special research and analysis. According to the actual needs of daily operation and in combination with the real-time changes of the global market business environment, the company organizes domestic and overseas teams to conduct various special research and analysis, so as to better improve industry understanding, enhance industry insight and support strategic and operational decisions.
(5) Revise the company's overseas assets introduction materials. The company organized the overseas operation team to sort out the core business of salmon, compiled various forms of industry introduction, and has completed the new version of salmon Industry Guide, the whole process video of salmon breeding business, the introduction of salmon industry supervision system, etc. In the future, the company will be able to introduce the company's business and industry to different audiences through a variety of different forms, so as to enhance the understanding and confidence of the company's stakeholders and the capital market in the company's business.
3. Promote the construction of digital system and improve management efficiency
(1) Establish an integrated nail collaborative office system. The company actively embraces digitization and has greatly improved the organization's project management ability and daily office efficiency by establishing a nail collaborative office system integrating the head office and subsidiaries.
(2) Reconstruct the electronic approval process. The company continues to improve the electronic approval process to ensure that the electronic approval items fully meet the actual needs of daily management. By the end of 2021, the company has completed the reconstruction of 52 approval processes and the construction of 37 approval processes.
(3) Online intelligent seal management system. At the end of 2021, the company launched a new generation of intelligent seal management system, using intelligent technology to reduce the risk of seal use, and further strengthened the approval and management of seal use of listed companies.
4. Comprehensively improve the system of listed companies, strengthen compliance training and improve the quality of information disclosure
(1) Comprehensively improve the system. Within the deliberation authority of the board of directors, the company conducted a comprehensive "physical examination" and improvement of the company's existing system, completed 21 amendments to the existing system and 6 new systems, Including the management system for preventing the occupation of funds by major shareholders and other related parties, the internal control management system, the accountability system for major errors in the information disclosure of the company's annual report, the company's information disclosure management system, the company's securities investment management system, and the pre filing system for the purchase and sale of the company's shares by the company's related parties.
(2) Organize compliance training and learning. The company carries out comprehensive compliance training internally, and organizes relevant personnel to participate in the "special training for the chairman and general manager of listed companies on corporate governance" and "special training for the board of supervisors" held by China Association of listed companies, so as to improve the compliance awareness of the directors, supervisors and core management, help the directors and supervisors to perform their duties in compliance and continuously improve the level of corporate governance.
(3) Strengthen the management of inside information. The company has comprehensively revised the relevant systems of insider information management, strictly controlled the insiders in accordance with the relevant systems, and registered and managed the insiders in strict accordance with the principle of "one thing, one record", and the insiders signed the registration form of insiders one by one and one by one.
(4) Improve information disclosure and promote information transparency. In accordance with the information disclosure requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, and in combination with the information disclosure standards of global excellent salmon companies, the company has continuously improved the disclosure of 2021 semi annual report and 2021 annual report, so as to increase the granularity of information disclosure, so that all walks of life can better understand the operation of the company and the development trends of the industry.
2、 Standardized operation of the board of directors in 2021
1. Convening of board meeting
In 2021, the board of directors of the company held 13 meetings, including 12 on-site combined with communication voting and 1 communication voting, which considered and passed 60 proposals. All directors of the company are conscientious and conscientious, actively pay attention to the company's operation and management information, financial status, major issues, etc., deeply discuss various proposals submitted to the board of directors for consideration, express their opinions, offer suggestions for the company's operation and development, fully consider the interests and demands of minority shareholders when making decisions, effectively enhance the scientificity of the decision-making of the board of directors, and promote the sustainability, stability and Healthy development. The board of directors operated in strict accordance with the requirements of relevant laws and regulations, the resolutions of the meeting were legal and effective, and all resolutions were implemented.
2. Implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the board of directors of the company convened one annual general meeting and two extraordinary general meetings, and considered and adopted 35 proposals. In accordance with the company law, the securities law, the articles of association and other relevant laws and regulations, and in strict accordance with the resolutions and authorization of the general meeting of shareholders, the board of directors carefully implements the resolutions adopted by the general meeting of shareholders to ensure the effective implementation of the resolutions.
3. Performance of professional committees under the board of directors
The board of directors of the company has a strategy committee, an audit committee and a nomination, remuneration and assessment committee. During the reporting period, the audit committee held 3 meetings and the nomination, remuneration and assessment committee held 7 meetings. Each committee carried out all work conscientiously, gave full play to its professional functions, standardized operation in accordance with the relevant working rules, faithfully and diligently performed its obligations, provided professional reference opinions and suggestions for the decision-making of the board of directors, and gave full play to its professional role in the operation and management of the company.
4. Performance of independent directors
During the reporting period, the independent directors of the company actively attended relevant meetings in strict accordance with the requirements of relevant laws and regulations such as the guiding opinions on the independent director system of listed companies, the working system of independent directors and the company's system, scrupulously performed their duties, carefully considered various proposals of the board of directors, and fully expressed their opinions on major matters involving the company, Relevant opinions were expressed on matters requiring prior approval or independent opinions of independent directors, which gave full play to the role of independent directors and provided an effective guarantee for the scientific decision-making of the board of directors.
3、 Work plan of the board of directors in 2022
2022 is a key year for the company to achieve comprehensive business recovery and further expansion. At the operational level, the company will strengthen the fine management of overseas assets, reduce costs and increase efficiency structurally; At the capital level, the company will optimize the capital structure through a variety of capital operation means; Further improve the governance of the board of directors and standardize the effective operation. 1. Comprehensively promote the fine management of overseas asset business
In the recovery stage of the salmon industry after the impact of the epidemic, the board of directors will promote the management to vigorously carry out comprehensive and refined operation management, strive to reduce costs and increase efficiency, seize the good historical opportunity of high fish prices, combat the rising costs caused by the rise of commodity prices and epidemic prevention and control, expand the sales of value-added products, increase the coverage of market channels, and fully achieve the annual business indicators.
2. Vigorously promote the in-depth development of the Chinese market
The company's overall strategy is "global resources + Chinese consumption". In the past two years, the company has made beneficial exploration and accumulation in various market segments and channels in China. With the gradual mitigation of the impact of the epidemic, the board of directors will promote the management to give full play to the advantages of global resources, bring more high-quality protein foods with high nutrition to Chinese consumers, strive to break through the Chinese market and fully release the potential of the company's strategic model.
3. Strengthen financing and fund management, and strive to optimize the capital structure
At the capital level, it is highly promoted to reduce the company's debt ratio and financial expenses and optimize the company's capital structure through various capital means, including but not limited to issuing shares to specific objects, debt to equity swap, introducing strategic investors and so on.
4. Improve the governance and standardized operation of the board of directors
In 2022, the company will focus on strengthening the effective operation of the special committees, so that the special committees can have an in-depth understanding of the company's business progress, strengthen research and analysis, perform their respective duties, and further promote the improvement of corporate governance and operation management level.
This report needs to be submitted to the general meeting of shareholders of the company for deliberation.
Board of directors
April 8, 2022
