Stock Code: Xuchang Ketop Testing Research Institute Co.Ltd(003008) stock abbreviation: Xuchang Ketop Testing Research Institute Co.Ltd(003008) Xuchang Ketop Testing Research Institute Co.Ltd(003008)
Work report of the board of directors in 2021
April, 2002
In 2021, the global covid-19 epidemic continued to repeat, and local epidemics occurred from time to time in China. In July 2021, there was a heavy rainstorm in central and Northern Henan, causing floods. In the face of repeated epidemics and floods, Xuchang Ketop Testing Research Institute Co.Ltd(003008) (hereinafter referred to as “the company”) under the leadership of the board of directors, practiced the core values, focused on the main business, made every effort to overcome the difficulties of logistics and transportation blocking the submission of products for inspection, made every effort to ensure that all work did not stop and delay, based on the actual situation of the company, stabilized the basic development of the company and maintained the stability of production and operation of the company. In 2021, the board of directors of the company strictly abided by the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations, the articles of association and other relevant provisions, earnestly performed the responsibilities of the board of directors entrusted by the general meeting of shareholders, actively promoted the implementation of various resolutions of the board of directors, strictly implemented various resolutions of the general meeting of shareholders, actively responded to the external environment, changed development ideas, standardized operation and innovated development, It has ensured the normal development of various businesses and laid a solid foundation for the steady development in 2022. The work report of the board of directors in 2021 is as follows:
Part I performance of the board of directors in 2021
1、 Overview of the company’s main operations
In 2021, under the leadership of the board of directors, focusing on the introduction of the 14th five year plan, the goal of “carbon neutralization and carbon peak”, the acceleration of the construction of “new power system” and the increase of investment in new energy industry, the company actively carried out marketing, capacity-building and scientific research innovation, and increased the participation in standards and academic activities in the field of electric vehicle charging and replacement, Build a new energy digital simulation and high-power converter test platform, start the construction of energy storage battery and BMS (battery management system) detection system, carry out R & D projects such as new energy controller simulation, wind solar storage and charging hybrid microgrid, software and information security test technology, digital twin system of power secondary equipment, and realize the comprehensive test capability of digital simulation, physical simulation and semi physical simulation in the field of new energy power electronics.
Under the leadership of the board of directors, the whole staff of the company are united, rise to the difficulties, meet the test of repeated epidemic and flood disasters, pay close attention to production and operation management, and strive to create value for customers, shareholders, employees and society. In 2021, the company realized an operating revenue of 14389535649 yuan, a year-on-year decrease of 13.05%; The net profit attributable to the shareholders of the listed company was 6425180211 yuan, a year-on-year decrease of 13.48%. 2、 Daily work of the board of directors in 2021 (I) meetings of the board of directors
In 2021, in strict accordance with the relevant provisions of the articles of association, the board of directors is responsible to shareholders, diligently performs its duties, gives full play to the role of the board of directors in the corporate governance system, timely studies and makes decisions on major matters of the company, and ensures the standardized operation, pragmatism and efficiency of the board of directors.
The board of directors held 7 meetings throughout the year (see attached table 1: list of meetings of the board of directors in 2021 for details). The convening and convening procedures of the meeting met the provisions of relevant laws and regulations. All directors participated in each meeting of the board of directors in the form of on-site participation or communication voting, deliberated 35 major matters in the company’s business activities in 2021, and performed their duties in accordance with the articles of association, rules of procedure of the board of directors and other provisions, The board of directors considered relevant proposals in strict accordance with the decision-making procedures. (II) convening of the general meeting of shareholders
In 2021, the board of directors convened three general meetings of shareholders, which respectively reviewed and approved the revision of the company’s external guarantee management system, external investment management system, related party transactions management measures, raised funds management system and other system amendments; And reviewed and approved the annual important issues such as the work report of the board of directors and the board of supervisors in 2020, the annual report and summary in 2020, the final financial statement report in 2020, the financial budget report in 2021, the profit distribution plan in 2020, the remuneration of directors and supervisors in 2020, the reappointment of the audit institution in 2021, and the special report on the deposit and actual use of raised funds in 2020; And deliberated and passed the proposals on the first quarter report of 2021, the semi annual report and summary of 2021, the change of registered address, business scope and the amendment of the articles of association, the purchase of directors, supervisors and senior liability insurance, the use of temporarily idle raised funds and self owned funds for cash management, etc.
In accordance with the provisions and requirements of the company law, the securities law, the articles of association, the rules of procedure of the general meeting of shareholders and other relevant laws and regulations, the board of directors of the company carefully implemented the resolutions adopted by the general meeting of shareholders in strict accordance with the authorization of the general meeting of shareholders. (III) performance of special committees of the board of directors
In 2021, the special committee of the board of directors held 9 meetings throughout the year, including:
The finance and Audit Committee held 6 meetings throughout the year, deliberating and passing the proposals on the annual report and summary of 2020, the estimated amount of connected transactions in 2021, the profit distribution plan in 2020, the renewal of the audit institution in 2021, the special report on the deposit and actual use of raised funds in 2020, the first quarter report of 2021, the semi annual report and summary of 2021, etc.
The remuneration and assessment committee held one meeting in the whole year and considered and approved the proposal on the remuneration of directors, supervisors and senior staff in 2020.
The strategy committee held two meetings throughout the year, deliberating and approving the company’s 2020 financial final account report, 2021 financial budget report, complete solutions for new energy quality services and other matters respectively. (IV) performance of independent directors
In accordance with relevant laws and regulations, the two independent directors of the company conscientiously perform their duties as independent directors, perform their duties diligently, attend the general meeting of shareholders and the board of directors on time, participate in the decision-making of major matters of the company, actively participate in relevant training, and make independent, fair and objective judgments by using their professional knowledge, which plays a positive role in promoting the development of the company.
In 2021, the independent directors made comments on the company’s internal control evaluation report in 2020, the estimated amount of related party transactions in 2021, the profit distribution plan in 2020, the remuneration of directors and senior managers in 2020, the renewal of the audit institution in 2021, the special report on the deposit and actual use of raised funds, the change of accounting policies, the use of temporarily idle raised funds and self owned funds for cash management He expressed independent opinions on important matters such as the purchase of directors, supervisors and senior high liability insurance, and gave full play to the role of independent directors. For details, please refer to the company’s disclosure on cninfo (www.cn. Info. Com. CN.) Relevant reports. (V) information disclosure
The board of directors manages information disclosure affairs in strict accordance with the company law, the articles of association, the information disclosure management system, and other rules and regulations as well as relevant laws and regulations, strictly performs the obligation of information disclosure, and truthfully, accurately, timely and completely discloses the relevant information of the company.
In 2021, regular report preparation, information disclosure and investor relations management were carried out in strict accordance with the relevant regulatory rules of China Securities Regulatory Commission and Shenzhen Stock Exchange. A total of 66 announcements were disclosed throughout the year. In strict accordance with the provisions of the registration system for insiders, when major events such as regular reports occur, the company registers and records insiders in accordance with the provisions, truthfully, accurately and completely fills in the files of insiders and reports them to the securities regulatory authorities, and notifies insiders of the relevant provisions of relevant laws and regulations on insiders in accordance with the provisions, Effectively prevent the disclosure of insider information and the use of insider information for trading, which has not been investigated and dealt with or required to be rectified by the regulatory authorities. (VI) corporate governance
In 2021, in strict accordance with the requirements of relevant laws, regulations, rules and normative documents such as the company law, the securities law and the Listing Rules of Shenzhen Stock Exchange, the company will further strengthen and improve the corporate governance structure, improve the corporate governance system, strengthen the internal control system, and focus on investing resources to strengthen the construction of corporate governance ability, the decision-making level of the board of directors and the management team.
In 2021, the company enriched and strengthened the internal audit and professional and technical personnel team, and promoted the further improvement of organizational functions by improving the management system, clarifying department responsibilities and Hierarchical Authorization; The organizational structure of Zhuhai cape has been established, which further enhances the independent operation ability and internal control function of the subsidiary, and makes organizational preparations for ensuring the completion and operation of the fund-raising project on schedule.
Part II work plan of the board of directors in 2022
The company has formulated the development strategy of “two-point layout and North-South expansion”, and set up the long-term goal of becoming a “world-class and widely known compound testing and Certification Group”. Relying on the capital market platform brought after listing, the company will actively promote the construction of raised investment projects, and will build testing bases with comprehensive testing capacity at the leading level in China in Xuchang and Zhuhai, so as to expand the development space in the future.
In 2022, the main tone of Xuchang Ketop Testing Research Institute Co.Ltd(003008) work is “innovation and marketing”. We will pay close attention to the technology trend of new power system, increase relevant R & D investment, build a new test platform, expand new product business, launch various forms of technology marketing and expand the influence of the industry; Build and put into operation the construction project of South China base (Zhuhai) to expand the business increment of South China market.
According to the company’s development strategy and business objectives, the key work of the board of directors in 2022 is as follows: first, ensure the construction progress and quality of raised investment projects
The company will make use of the capital market platform of listed companies to reasonably arrange the construction funds of raised investment projects, ensure the implementation progress of the company’s South China base (Zhuhai) construction project, headquarters base upgrading construction project and R & D center construction project, and ensure the project quality. Speed up the construction of Zhuhai Xuchang Ketop Testing Research Institute Co.Ltd(003008) Technology Co., Ltd., make good plans for the construction of institutions, personnel, equipment and management, promote the rapid, effective and orderly implementation of investment projects with raised funds, and generate greater benefits as far as possible on the premise of realizing the expected income, so as to achieve the majority of customers and return investors. 2、 Promote the company’s standardized operation and continuous improvement of governance level
Strengthen the construction of internal control system, create an effective risk control mechanism and maintain the sustainable, safe and healthy development of the company. The board of directors will continue to improve the standard operation and governance level, and improve corporate governance, internal control, information disclosure and other systems and relevant systems. Seriously organize and hold the board meeting and actively promote the implementation of various resolutions of the board of directors; Earnestly organize and implement the resolutions of the general meeting of shareholders, make scientific and reasonable decisions within the scope of authorization of the general meeting of shareholders, constantly improve the corporate governance structure, timely and effectively inspect and supervise the work of the management, and promote the standardized operation level of the company to a new level.
In addition, give full play to the supervisory role of independent directors in major matters such as the company’s business decisions, and promote the standardized operation and healthy development of the company. Give better play to the functions of the special committees of the board of directors, improve the decision-making efficiency of the board of directors and improve the management level of the company. Supervise and urge the management to effectively implement the matters considered by the board of directors, give full play to the core role of the board of directors, and promote the standardized operation level of the company to a new level.
3、 Do a good job in the management of the company’s information disclosure
In strict accordance with the requirements of relevant laws, regulations and normative documents, continue to do a good job in the company’s information disclosure and investor relations management, faithfully perform the obligation of information disclosure, ensure the authenticity, accuracy and integrity of the disclosed information, ensure that investors timely understand the major events of the company, protect the interests of investors to the greatest extent, and establish a good image of the company in the capital market.
In 2022, the board of directors of the company will continue to adhere to the principle of being responsible to all shareholders, be proactive, diligent and responsible, turn challenges into opportunities, promote the steady operation of the company, lay a solid foundation for future sustainable development and maximize the interests of the company and all shareholders!
Xuchang Ketop Testing Research Institute Co.Ltd(003008) board of directors
April 8, 2022
Attached table 1: list of meetings of the board of directors in 2021
Meeting time and proposal of the session
1. Proposal on Amending the working system of the Secretary of the board of directors of the company
2. Proposal on Amending the working system of independent directors of the company
3. Proposal on Amending the company’s registration and filing system for insiders
4. Proposal on Amending the company’s measures for the administration of investor relations
5. Proposal on Amending the company’s information disclosure management system
The second term of directors in January 2021 6. Proposal on Amending the company’s external guarantee management system
7. Proposal on Amending the company’s foreign investment management system
Discussion 8. Proposal on Amending the company’s measures for the administration of connected transactions
9. Proposal on Amending the company’s management system for raised funds
10. Proposal on Amending the company’s internal audit system
11. Proposal on applying for non financing letter of guarantee credit from banks
12. Proposal for convening the first meeting of Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2021
