Chaojie fastening system (Shanghai) Co., Ltd
Work report of the board of directors in 2021
In 2021, the board of directors of the company conscientiously performed the duties entrusted by the general meeting of shareholders in strict accordance with the company law, securities law and other laws, regulations, normative documents, the articles of association and the rules of procedure of the board of directors. The overall operation of the company achieved profitability and sustainable and healthy development. The work of the board of directors in 2021 is reported as follows:
1、 Main business conditions of the company during the reporting period
During the reporting period, under the background of the overall stable and sustained recovery of China's macroeconomic operation, the development toughness of the automobile industry continued to maintain. As an important pillar industry of the national economy, the automobile industry is in the key stage of transformation and upgrading. Under the changing situation, the automobile industry has generally maintained stable development in recent years, which has played an important supporting role in the stable and good development trend of macro-economy. According to the statistical analysis of China Automobile Industry Association, in 2021, automobile production and sales completed 26.082 million and 26.275 million respectively, with a year-on-year increase of 3.4% and 3.8% respectively, ending the decline for three consecutive years since 2018.
In the face of epidemic situation, shortage of automobile chips, rising prices of raw materials, instability of overseas supply chain, regional power restriction and other difficult factors, the company adheres to the business philosophy of "people-oriented and customer-oriented", the business style of "sincere cooperation, win-win sharing, customer first and excellence", closely focuses on the development strategy and business objectives set at the beginning of the year, adheres to seeking progress while maintaining stability, and carries out all work in a solid and meticulous manner, The management and all employees overcome difficulties, work together, increase revenue and reduce expenditure, reduce costs, fight the epidemic, ensure production, expand the market, create benefits, strengthen internal control management, and the company's production and operation are carried out steadily. In 2021, the company achieved a total operating revenue of 3939708 million yuan, a year-on-year increase of 14.31%; The net profit attributable to shareholders of listed companies was 758642 million yuan, a year-on-year decrease of 6.66%.
2、 Daily work of the board of directors
The board of directors of the company shall perform its duties in strict accordance with the provisions of the company law, the securities law, the guidelines for the governance of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the articles of association and other laws and regulations and the company's system. The board of directors of the company has 5 directors, including 2 independent directors. The board of directors has an audit committee
Meeting, salary and assessment committee, strategy committee and Nomination Committee. The committees may, in accordance with their rules of procedure
Exercise functions, improve the level of corporate governance, and continuously improve the company's standardized operation ability.
(I) convening of the board of directors
During the reporting period, the board of directors of the company held 7 Board meetings, including the convening, voting and resolution procedures
The meeting was conducted in strict accordance with the provisions of the company law, the articles of association and relevant laws and regulations, and the meeting was legal and effective. The details are as follows:
No. meeting session date meeting resolution
1. Review the work report of the board of directors in 2020;
2. Review the 2020 work report of the general manager of the company;
3. Review the company's 2020 financial final accounts report;
4. Review the company's 2021 annual financial budget plan;
5. Review the proposal on profit distribution of the company in 2020;
6. Deliberating the proposal on the remuneration scheme of the company's directors and senior managers; On February 7, 2021, the 5th board of directors deliberated the proposal on the allowance of independent directors
1. On May 8, the 6th meeting deliberated the proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2021;
9. Deliberating the proposal on examining and confirming the related party transactions of the company in 2020;
10. Review the proposal on the expected daily related party transactions of the company in 2021;
11. Review the proposal on the company's 2020 annual report;
12. Deliberating the proposal on convening the 2020 annual general meeting of shareholders of the company
1. Deliberating the proposal on formulating the equity incentive management measures of Chaojie fastening system (Shanghai) Co., Ltd. (Revised Version);
2. On April 2, 2021, the 5th board of directors reviewed the proposal on the exemption of the first extraordinary general meeting of shareholders in 2021 from the advance notice of the seventh meeting on the 15th day;
3. Deliberating the proposal on convening the first extraordinary general meeting of shareholders of Chaojie fastening system (Shanghai) Co., Ltd. in 2021
3. On May 1, 2021, the 5th board of directors reviewed the proposal on opening a special account for raised funds and authorizing the management to sign the relevant regulatory agreement on June 6 of the 8th meeting
1. Deliberating the proposal on using the raised funds to replace the self raised funds invested in the raised investment projects in advance and the paid issuance expenses;
2. Deliberating the proposal on using some idle raised funds and self owned funds for cash management;
4. On June 3, 2021, the 5th board of directors reviewed the proposal on capital increase of wholly-owned subsidiaries;
On April 16, the 9th meeting deliberated the proposal on using raised funds to increase capital to wholly-owned subsidiaries to implement raised investment projects;
5. Deliberating the proposal on foreign investment;
6. Deliberating the proposal on Amending the articles of association and handling the industrial and commercial change registration; 7. Deliberation on the proposal for convening the second extraordinary general meeting of shareholders in 2021
Case
1. Review the proposal on the full text and summary of the company's 2021 semi annual report;
2. Review the proposal on the special report on the deposit and use of the company's raised funds in the half year of 2021 5 The Fifth Board of directors in August 2021;
On the 24th of the 10th meeting, 3. Deliberating the proposal on the company's profit distribution plan for the half year of 2021; 4. Deliberating the proposal on the registration and management system of insiders; 5. Deliberating the proposal on convening the third extraordinary general meeting of shareholders in 2021
1. Deliberating the proposal on adjusting the investment varieties and amount of idle self owned funds cash management 6 in September 2021 of the Fifth Board of directors;
On the 29th day of the 11th meeting, the proposal on convening the fourth extraordinary general meeting of shareholders in 2021 was considered
7. The Fifth Board of directors deliberated the proposal on the company's report for the third quarter of 2021 in October 2021
12th 25th meeting
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the company held a total of 5 general meetings of shareholders, and the board of directors of the company in accordance with the company law and the securities law
Law and other laws and regulations as well as the articles of association, perform their duties in strict accordance with the resolutions and authorizations of the general meeting of shareholders, carefully implement the proposals deliberated and adopted by the general meeting of shareholders, and ensure the full implementation of all proposals to ensure the
The legitimate rights and interests of shareholders.
The details are as follows:
Meeting session type investor participation date meeting resolution
proportion
1. Deliberated and approved: 2020 annual work report of the board of directors of the company;
2. Deliberated and approved: the company's 2020 work report of the board of supervisors;
3. Reviewed and approved: the company's 2020 annual financial statement report;
4. Reviewed and approved: the company's 2021 annual financial budget plan;
100.00% of the annual shareholders in 2020 February 5, 2021: the proposal of the company's profit distribution meeting on May 25, 2020;
6. Deliberated and passed: the proposal on the remuneration scheme of the company's directors and senior managers;
7. Deliberated and passed: proposal on the remuneration scheme of the company's supervisors;
8. Deliberated and passed: proposal on allowance for independent directors; 9. Deliberated and passed: proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the company's audit institution in 2021;
10. Reviewed and approved: about the review and confirmation of the company's 2020 annual closing
