Work report of the board of directors in 2021
In 2021, in strict accordance with the company law, the securities law and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other relevant provisions, the board of directors earnestly performed the duties entrusted by the general meeting of shareholders, continuously standardized operation and scientific decision-making, and actively promoted the development of various businesses of the company. According to the established development direction of the company, strive to promote various work, consolidate the foundation and ensure the sustainable and stable development of the company. 1、 Review of the company's operation in 2021
During the reporting period, the company achieved an operating income of 36969792312 yuan, a year-on-year decrease of 37.37%; The net profit attributable to the shareholders of the listed company was 8263420591 yuan, a year-on-year decrease of 60.72%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 8132665468 yuan, a year-on-year decrease of 59.85%. At the end of the reporting period, the net assets attributable to the shareholders of the listed company were 100489205011 yuan, a year-on-year decrease of 9.86%.
As of the end of the reporting period, in the second round of standardized examination room construction, the construction of online patrol system in standardized examination sites for college entrance examination has been basically completed, and the construction of identity authentication system and cheating prevention and control system for the rest has been completed. Affected by the extension of College entrance examination reform in some provinces and the progress of local high school entrance examination reform, the construction rate of standardized examination rooms for high school academic level examination and high school entrance examination is relatively low. At the same time, new products such as the new generation of comprehensive intelligent solutions for English listening and speaking, intelligent sports solutions and overall solutions for career planning education are in the early stage of market expansion. Some intelligent education projects are continuously and repeatedly affected by the covid-19 epidemic in China, and the progress of project bidding and order signing and execution is delayed, resulting in the decline of the company's performance during the reporting period.
During the reporting period, the company solidly promoted the iterative upgrading of standardized examination room products, improved the operation service capacity and platform construction capacity, and continued to consolidate the market leading position of standardized examination room business. At the same time, we will increase investment in the R & D of new products such as a new generation of comprehensive intelligent solutions for English listening and speaking, intelligent sports solutions, overall solutions for career planning education, paperless physical examination and so on. The innovative business model has changed from a single product sales and overall solution mode in the past to a variety of service modes such as product sales, overall solution, product operation, co construction and sharing and rental services, so as to meet the diversified needs of users. The promotion of new products has achieved initial results, which has laid a solid foundation for the company to expand innovative business in the future.
2、 Daily work of the board of directors
(I) board meetings and resolutions
In 2021, the company held six Board meetings, as follows:
1. On January 12, 2021, the ninth meeting of the third board of directors was held to consider and adopt the following proposals:
(1) Plan on repurchase of shares of the company;
(2) Proposal on Authorizing the management to handle matters related to share repurchase;
(3) Proposal on the achievement of lifting the restrictions on sales in the third phase of the first grant of the restricted stock incentive plan in 2017.
2. On March 30, 2021, the 10th meeting of the third board of directors was held to consider and adopt the following proposals:
(1) Report on the work of the general manager in 2020;
(2) Report on the work of the board of directors in 2020;
(3) Report on financial final accounts of 2020;
(4) Plan for profit distribution in 2020;
(5) Annual report on 2020 and its summary;
(6) Self evaluation report on internal control in 2020;
(7) Special report on the deposit and use of raised funds in 2020; (8) Proposal on closing of investment projects with raised funds and permanent replenishment of working capital with surplus raised funds;
(9) Proposal on Directors' remuneration in 2020;
(10) Proposal on the remuneration of senior managers in 2020;
(11) Proposal on proposed change of business scope, business term and amendment;
(12) Proposal on using idle self owned funds for cash management;
(13) Proposal on the prediction of the company's daily connected transactions in 2021;
(14) Proposal on reappointment of audit institutions in 2021;
(15) Proposal on convening the 2020 annual general meeting of shareholders.
3. On April 26, 2021, the 11th meeting of the third board of directors was held to consider and adopt the following proposals:
(1) Full text of the report on the first quarter of 2021;
(2) Proposal on the company applying for comprehensive credit line from the bank and the controlling shareholder providing joint and several guarantee and connected transaction.
4. On July 30, 2021, the 12th meeting of the third board of directors was held to consider and adopt the following proposals:
(1) Full text and summary of semi annual report on 2021;
(2) Special report on the deposit and use of raised funds in the half year of 2021.
5. On September 28, 2021, the 13th meeting of the third board of directors was held to consider and adopt the following proposals:
(1) Proposal on the company applying for comprehensive credit line from the bank and the controlling shareholder providing joint guarantee and connected transaction free of charge.
6. On October 26, 2021, the 14th meeting of the third board of directors was held to consider and adopt the following proposals:
(1) Report on the third quarter of 2021.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
The annual general meeting of shareholders was held in strict accordance with the provisions of the company's articles of association, and the resolutions of the board of directors were carried out one by one in accordance with the provisions of the company's laws and regulations.
(III) performance of special committees of the board of directors
The board of directors of the company has four special committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. Each committee operates in accordance with the terms of reference stipulated in the standards for the governance of listed companies and the rules of procedure of each committee, studies professional matters and puts forward opinions and suggestions for the decision-making of the board of directors. The details are as follows:
Members of the committee, meeting date, meeting content
Number of meetings
Reviewed and approved: the full text of the 2020 annual report and its summary in March 2021, the proposal on the renewal of the company's audit organization on March 19, 2021, the 2020 internal audit work report and the internal audit work plan for the next year.
The report of the first quarter of 2021, the internal audit work report of the first quarter of 2021, Huijun, Kou Jian and the internal audit work plan for the next quarter issued by auditors Ren Shu and Zhou Xiong on April 19, 2021 were reviewed and approved.
The audit passed in July 2021: the semi annual report of 2021, the semi annual internal audit report of 2021 and the internal audit work plan for the next quarter on July 20.
The audit passed in October 2022: report of the third quarter of 2021, internal audit report of the third quarter of 2021 and internal audit work plan for the next quarter on October 21.
January 2021: the proposal on 2017 restricted stock compensation and the achievement of the first granting of part of the third phase of lifting the sales conditions of Jian and Zhao Feng of the nuclear restriction Committee in the incentive plan of Zhou Xiongjun and Kou 08.
The proposal on the remuneration of directors, supervisors and senior managers of the company in 2020 was deliberated and passed in March 2021.
(IV) performance of duties of independent directors
In 2021, the independent directors of the company actively attended relevant meetings, carefully considered various proposals, gave full play to their advantages in professional knowledge, objectively expressed independent opinions and prior approval opinions, and made independent and impartial judgments in strict accordance with the provisions of the articles of association and the working system of independent directors, so as to provide reference for the decision-making of the board of directors. During the reporting period, independent directors mainly
The company expressed independent opinions on the profit distribution plan, the use and deposit of raised funds, related party transactions, external guarantees, the employment of audit institutions and other matters, gave full play to the supervisory role of independent directors on corporate governance, and effectively safeguarded the overall interests of the company and the interests of all shareholders, especially small and medium-sized shareholders.
(V) information disclosure management
In 2021, the board of directors of the company completed the disclosure of regular reports on time in strict accordance with the business rules and guidelines for information disclosure format issued by the CSRC and Shenzhen Stock Exchange. Combined with the actual situation of the company, the board of directors issued interim announcements such as meeting resolutions and major issues in a true, accurate, complete and timely manner, faithfully fulfilled the obligation of information disclosure, and effectively improved the standardized operation level and transparency of the company, Protect the interests of investors to the greatest extent.
(VI) Investor Relations Management
In 2021, the company strengthened its interaction with investors through on-site reception, performance briefing, Shenzhen Stock Exchange, telephone, e-mail and other ways. At the same time, the true, accurate, complete and timely information disclosure makes investors more convenient, efficient and fair to understand the company's situation, and establishes a good capital market image for the company.
3、 Work priorities of the board of directors in 2022
In 2022, the board of directors of the company will continue to be diligent and responsible, do a solid job in the daily work of the board of directors, give full play to the decision-making and guiding role of major matters, make due contributions to the sustainable development of the company, and strive to maximize the interests of all shareholders and the company.
1. The board of directors will continue to improve the relevant rules and regulations of the company, and urge the board of directors and management of the company to strictly abide by them; Continue to optimize the company's governance structure, improve the standard operation level, provide basic guarantee for the company's development, and establish a more standardized and transparent operation system of listed companies to ensure the company's healthy, stable and sustainable development.
2. The board of directors will further strengthen the study of directors, supervisors, senior managers and relevant staff on relevant laws and regulations of listed companies and relevant management systems of the company, actively organize and participate in relevant training, and continuously improve the performance ability of directors and senior managers.
3. The board of directors will continue to do a good job in daily work such as information disclosure in strict accordance with the requirements of relevant laws and normative documents, focus on strengthening the management of investor relations, strengthen contact and communication with investors through on-site and telephone research, investor interaction platform, performance briefing and other channels, and continue to establish a good capital market image of the company.
Chengdu Jafaantai Education Technology Co.Ltd(300559) board of directors
April 11, 2022
