Yintai Gold Co.Ltd(000975) 2021 annual work report of the board of directors
April, 2002
Work report of the board of directors in 2021
In 2021, the board of directors of Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”) conscientiously implemented the resolutions of the general meeting of shareholders in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the main board of Shenzhen Stock Exchange and other laws and regulations, the articles of association and other company systems, Actively perform various responsibilities entrusted to the board of directors by the company and shareholders, promote the orderly development of various businesses of the company, and maintain the sustainable, stable and healthy development of the company. The report on the work of 2021 is as follows:
1、 Overall operation of the company in 2021
In 2021, the epidemic situation fluctuated repeatedly, the performance of gold price was relatively weak, fluctuated and consolidated in a narrow range for a long time, and the situation faced by the company’s production and operation was still very severe. On the one hand, the company organized its subordinate companies to actively cooperate with governments at all levels and relevant departments to do a good job in epidemic prevention and control in the interior and surrounding areas of the mine. At the same time, we paid close attention to the production and operation of the mine, refined management, reduced cost and increased efficiency, and vigorously promoted various work. The company worked together to achieve the steady growth of the company’s performance. In 2021, the company realized an operating revenue of 9040243900 yuan, an increase of 14.35% over the same period last year; The operating profit was 1864876100 yuan, an increase of 6.69% over the same period last year; The net profit attributable to shareholders of listed companies was 1273338700 yuan, an increase of 2.49% over the same period last year. The increase in profits was mainly due to the rise in the selling price and quantity of gold.
1. Focus on the main business and achieve steady growth in performance
Adhering to the business philosophy of “creating value for investors”, the company focuses on the mining and beneficiation business of precious metals and non-ferrous metals and pays close attention to the production and operation of main mines. Relying on the four large high-quality mines in production owned by the company, the company realized net profits attributable to shareholders of the parent company of 8641654 million yuan, 12424468 million yuan and 12733387 million yuan respectively in 2019, 2020 and 2021, realizing steady growth in performance. In particular, Heihe Yintai, Jilin Banmiaozi and Qinghai Dachaidan of the company have gold mining assets with high grade and strong profitability, and their contribution rate to the net profit attributable to the shareholders of the parent company this year is 79.74%.
2. External mergers and acquisitions to ensure the sustainable development of the company
During the reporting period, the company acquired 60% of the equity of Mangshi Huasheng Gold Mine Development Co., Ltd. the main business of Huasheng gold mine is the mining, beneficiation and smelting of high-quality gold. As of December 31, 2021, Huasheng gold mine has 232255 million tons of gold resources, 70.67 tons of gold metals and an average grade of Au of 3.04 g / T. By acquiring the control right of Huasheng gold mine, the company has expanded the scale of assets, increased the reserve of gold resources and improved the sustainable operation ability, which is in line with the company’s strategic objectives.
3. Metal trade, increase the company’s income scale
In 2021, as the preservation and sales platform of the group’s mineral products, Yintai Shenghong adhered to the positioning of taking root in the precious metal and non-ferrous metal industry, put the principle of risk control first, strengthen the research on supply and demand of the industrial chain, and extend and expand the business varieties of the industrial chain. The company has carried out trading activities in silver, copper, aluminum, lead, zinc, tin and other metals, and made rational use of financial derivatives such as futures and options to preserve and thicken the company’s profits through mineral products. In 2021, the operating income was 8747282 million yuan (including the income from mineral products sold through Yintai Shenghong), an increase of 11.34% over the same period last year.
4. Safety and environmental protection, escort the development of the company
Safety and environmental protection is the foundation of the company’s development and integrated into the whole process of production and operation. The company always adheres to the policies of “development in protection, protection in development” and “safety production, prevention first”, strives to minimize the impact of the development and utilization of mineral resources on the ecological environment, and takes risk control and hidden danger investigation as the first safety line of defense. The headquarters of the company sets up a safety director, who is responsible for supervising the safety production Committee of each subordinate mine and ensuring that the mine produces in accordance with various safety production rules and regulations. Among the four mines in production under the company, three are national green mines and one is provincial green mine, which realizes the unity of economic and ecological benefits and escort the high-quality development of the company.
2、 Performance of the board of directors in accordance with the law
The board of directors shall earnestly perform its duties and safeguard the legitimate rights and interests of the company and shareholders in strict accordance with the company law, securities law, articles of association, rules of procedure of the board of directors and other laws, regulations and normative documents.
(I) convening of the board meeting
During the reporting period, the board of directors of the company held 8 meetings, which covered major issues such as regular reports, acquisition of minority shareholders’ equity, acquisition of Huasheng gold mine, appointment of senior executives, changes in accounting policies, profit distribution, derivatives investment, appointment of accounting firms, etc. through full discussion and prudent decision-making by the board of directors of the company, the smooth development of various business activities of the company was ensured. All directors strictly abide by the commitments made publicly, faithfully and diligently perform their duties, and are able to attend the meeting on time or perform the entrustment procedures as required. There are no cases of failing to attend the meeting of the board of directors or being absent for two consecutive times.
(II) performance of special committees of the board of directors and independent directors
1. Performance of the strategy committee
During the reporting period, the strategy committee earnestly performed its duties in accordance with the relevant provisions of the working rules of the strategy committee of the board of directors, discussed and studied the company’s future development strategy and major foreign investment decisions in combination with the development trend of the company’s industry and the actual situation of the company, and put forward many reasonable suggestions.
2. Performance of audit committee
During the reporting period, the audit committee reviewed the company’s quarterly report, semi annual report, annual report and other regular reports in accordance with the relevant provisions of the working rules of the audit committee of the board of directors and the working procedures of the annual report of the audit committee, and fully communicated with the registered accountant before and after the audit institution entered the site, so as to timely understand the overall arrangement of the audit work arrangement and audit progress of the annual report in 2021, so as to ensure that the audit is legal and orderly The audit report is true and accurate.
3. Performance of remuneration and assessment committee
During the reporting period, the remuneration and appraisal committee listened to the report on the operating results of the company’s management in accordance with the relevant provisions of the detailed rules for the work of the remuneration and appraisal committee of the board of directors, assessed and recognized the remuneration of directors and senior executives according to the current development situation of the industry and the company, combined with the post responsibilities and performance completion of directors and senior executives, and supervised the implementation of the remuneration system of the company.
4. Performance of the nomination committee
During the reporting period, the nomination committee carefully examined the qualifications, professionalism and matching degree of the proposed directors and senior executives in accordance with the relevant provisions of the working rules of the nomination committee of the board of directors, and earnestly performed the relevant responsibilities.
5. Performance of independent directors
During the reporting period, the independent directors of the company performed their duties in strict accordance with relevant laws, regulations and the articles of association, and actively attended the meetings of the board of directors and the general meeting of shareholders. Take the initiative to understand and obtain the information required for decision-making before the meeting, carefully consider each proposal at the meeting, actively participate in the discussion and put forward reasonable suggestions. Independent directors served as the chairman or member of each professional committee under the board of directors. According to their professional knowledge and ability, they expressed independent, objective and impartial opinions on the daily operation of the company and the appointment of senior managers during the reporting period, played a positive role in the scientific and objective decision-making of the board of directors and the sound development of the company, and effectively safeguarded the overall interests of the company, It ensures that the legitimate rights and interests of minority shareholders are not infringed.
(III) implementation of resolutions of the general meeting of shareholders
In 2021, the board of directors of the company convened two general meetings of shareholders and considered 10 proposals, ensuring investors’ right to know, participation and decision-making. It also disclosed to the public in time after the meeting, implemented the resolutions of the general meeting of shareholders, and completed all the work authorized by the general meeting of shareholders to be carried out by the board of directors.
3、 Information disclosure
The board of directors strictly fulfilled the obligation of information disclosure in accordance with the company law, securities law, administrative measures for information disclosure of listed companies, stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association, information disclosure management system and other company systems. In 2021, 81 announcements were disclosed, including 4 regular reports and 77 temporary announcements, Ensure that investors timely understand the major information of the company’s daily operation, achieve the authenticity, accuracy, integrity, timeliness and fairness of information disclosure, and protect the interests of investors to the greatest extent.
4、 Corporate governance
In strict accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the guidelines for the governance of listed companies, the company has established a governance structure composed of the general meeting of shareholders, the board of directors and the board of supervisors. The general meeting of shareholders is the highest authority, the board of directors is the main decision-making body and the board of supervisors is the supervisory body. The three have established a clear division of labor, mutual cooperation and The operation mechanism of mutual checks and balances. In order to ensure the standardized operation of the company, the company has also formulated various rules and regulations. During the reporting period, the general meeting of shareholders and the board of directors of the company were held in strict accordance with the relevant rules and regulations. All directors were able to earnestly perform their duties and perform their duties diligently, further improving the corporate governance. By the end of the reporting period, the company has established a relatively perfect corporate governance structure, and there is no difference in principle between the actual situation of corporate governance and the requirements of the normative documents on corporate governance issued by the CSRC.
In 2021, the company further improved the internal control system in accordance with the requirements of the construction of internal control system. The internal control department of the company inspected and evaluated the effectiveness of internal control and formed the 2021 internal control evaluation report. No major or important defects in internal control were found, and the general internal control defects were rectified in time. Dahua Certified Public Accountants (special general partnership) has comprehensively audited the company’s internal control and issued Yintai Gold Co.Ltd(000975) internal control audit report.
5、 Development strategy of the company
The company adheres to the development strategy of focusing on precious metals and developing high-quality non-ferrous metals at the same time. As of the date of this announcement, the company has five main mining companies, including five gold mining rights, nine gold exploration rights, two silver lead-zinc mining rights and four silver lead-zinc exploration rights. Based on the mining and exploration rights owned or controlled by the company, the company will continue to strengthen the acquisition of resources and realize the development strategy of steady progress.
1. Consolidate the foundation and strengthen internal potential tapping
The company will strengthen the management of the existing main mines, implement the policy of paying equal attention to production and technical transformation, improve the mining and beneficiation efficiency, increase the ore processing capacity, ensure the steady rise of the company’s performance, and lay a solid foundation for the company’s strength and expansion. Increase the production and exploration in the existing mining license, and strive to realize that the new resources can make up for or exceed the production consumption. At the same time, increase capital investment, strengthen exploration for existing exploration rights, and turn the exploration stage into mining production stage as soon as possible, so as to obtain more resources and increase mineral resource reserves for the sustainable development of the company. According to the reserve increase plan formulated by the company at the beginning of 2021, strive to submit resources in 2-3 years to reach the scale of two large-scale gold mines, and the reserve increase work has been steadily promoted this year.
2. Focus on the future and implement external mergers and acquisitions
The company will make rational use of capital, technology and other advantages, continue to deeply explore mineral resources projects with high safety margin in the field of mineral resources, especially some high-quality precious metal projects, strengthen the acquisition of mineral resources, broaden project investment channels, and carry out various forms of cooperation with high-quality mines outside China through mergers, acquisitions, reorganization and cooperation. Strive to develop the company into a listed company with important influence on China’s resources, and strive to bring rich returns to the majority of investors.
Through 2-3 years of efforts, strive to double the amount of retained resources and the output of main products controlled by the company by the end of 2020.
3. Cross border mergers and acquisitions to accelerate international layout
In order to achieve leapfrog development, the company actively inspected overseas projects and accelerated the internationalization process of the company on the premise of controlling overseas investment risks. In order to realize the “going out” strategy, the company has made corresponding layout in terms of human resources, capital, financing channels and so on. In terms of project selection, precious metals and non-ferrous metals are still the main ones. In addition to specifying the countries, regions and objects to be sanctioned, they are all under consideration. At present, the company has actively followed up and promoted some projects. In terms of M & A forms, the company has also made various forms of investment preparations. The evaluation of a project under construction with the company will be strengthened as soon as possible.
4. Promote ESG and enhance the value of the company
In order to respond to national policies and help achieve the overall goal of “double carbon”, in 2022, the company will comprehensively promote the construction of ESG within the group, evaluate the current situation of the company in terms of environment, social responsibility and corporate governance in many aspects, and integrate ESG elements into the daily management process of the company, so as to make adjustments and improvements in time, formulate long-term plans, and finally improve the profitability and sustainable development ability of the company, While enhancing the value of the company, it helps to achieve social sustainable development.
5. Strengthen safety and environmental protection and realize green and sustainable development
Taking the opportunity of promoting ESG, the company will comprehensively sort out the company’s safety production work, further improve the safety awareness of all employees, strengthen the construction of safety system and implement the responsibility of safety and environmental protection production. In production and operation, the company will continue to implement the policy of “safety production, prevention first and comprehensive treatment”, increase investment in safety and environmental protection, strive to reduce the impact of the development and utilization of mineral resources on the ecological environment, build a line of defense for safety and environmental protection, and realize green and sustainable development.
In 2022, the board of directors will continue to uphold the principle of being responsible to all shareholders, focus on the company’s development strategy, do a solid job in the daily work of the board of directors in accordance with the established business objectives and development direction, strictly implement the resolutions determined by the general meeting of shareholders, and improve the standard operation level of the company. At the same time, vigorously promote the merger and reorganization of the company, so as to ensure the sustainable development of the company, add new profit growth points for the company, and give back to the majority of investors with better performance.
