Jiangsu Nanfang Bearing Co.Ltd(002553)
Work report of the board of directors in 2021
In 2021, the board of directors of Jiangsu Nanfang Bearing Co.Ltd(002553) (hereinafter referred to as “the company”) conscientiously performed the duties entrusted by the general meeting of shareholders in strict accordance with the company law, the securities law, the guidelines for the governance of listed companies, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, as well as the articles of association and the rules of procedure of the board of directors, Strictly implement the resolutions of the general meeting of shareholders, constantly standardize corporate governance and scientific decision-making, promote the smooth development of the company’s work, and actively and effectively play the role of the board of directors. The report on the work of the board of directors in 2021 is as follows:
1、 Overall operation of the company in 2021
In 2021, the global epidemic continued to repeat, the international environment became more complex and severe, and the global economy recovered hard under risks and challenges. Under the leadership of the board of directors, all employees of the company are united and rise to the difficulties, constantly explore and innovate, overcome difficulties and take the initiative. Based on the firm development strategy of the main business, on the premise of standardizing operation, preventing and resolving risks, focusing on deepening internal management and guided by business objectives, the company has withstood the huge pressure of high raw material prices, the impact of the epidemic, the shortage of logistics in the global supply chain and power and production restrictions, The company’s business performance and comprehensive strength have been further improved, the company’s main indicators have achieved rapid growth, and achieved stable and healthy income growth and leading profitability. The main operating data of the company in 2021 are as follows:
Main business indicators: increase or decrease in 2021 and 2020 over the previous year
Operating income (yuan): 5962014003746597739999 27.95%
Net profit attributable to shareholders of listed companies 1961877822239342047891 – 50.13% (yuan)
Net profit attributable to shareholders of listed company after deducting non recurring profit and loss of 83378138206520693936 and 27.87% (yuan)
Net cash flow from operating activities 72476386218835456015 – 17.97% (yuan)
Basic earnings per share (yuan / share) 0.5638 1.1305 – 50.13%
Weighted average return on net assets 17.52%, 45.74% – 28.22%
Increase or decrease at the end of 2021 and 2020 compared with the end of the previous year
Total assets (yuan): 147565033104128716782773 14.64%
Net assets attributable to shareholders of listed companies 120652341180104521170958 15.43% (yuan)
2、 Main work of the board of directors during the reporting period
1. Meetings of the board of directors
During the reporting period, the board of directors of the company held 5 meetings, as follows:
No. meeting session date meeting resolution
1. Reviewed and adopted the 2020 general manager’s work report; 2. reviewed and adopted the 2020 work report of the board of directors; 3. Deliberated and adopted the financial final accounts report for 2020;
4. Considered and adopted the 2020 annual report and summary;
5. Deliberated and adopted the 2020 internal control evaluation report; 6. Deliberated and passed the proposal on continuing the appointment of accounting firms; The 5th board of directors 7 Deliberated and passed the proposal on the appointment of the company’s chief financial officer; 1st 9th meeting March 25, 2021 8 Deliberated and adopted the remuneration plan for directors, supervisors and senior managers in 2021;
9. Deliberated and adopted the “pre tax policy on profit distribution in 2020”
Case;
10. The proposal on changes in accounting policies was considered and adopted; 11. The proposal on the company’s shareholder return plan for the next three years (20212023) was deliberated and adopted; 12. The proposal on convening the 2020 annual general meeting of shareholders of the company was deliberated and adopted.
2 the 5th board of directors April 27, 2021 1 1 The proposal on the 10th meeting and main body of the full text of the first quarter report of 2021 was considered and adopted
1. The proposal on the company’s 2021 semi annual report and its summary was deliberated and adopted;
2. Deliberated and passed the proposal on carrying out financial derivatives trading;
3. The 5th board of directors August 26, 2021 3 The 11th meeting of the board of supervisors deliberated and approved the proposal on purchasing high liability insurance;
4. The proposal on Amending the measures for the administration of employee house purchase loans was considered and adopted;
5. The proposal on convening the first extraordinary general meeting of shareholders in 2021 was considered and adopted.
4 the 5th board of directors October 27, 2021 1 1 The proposal of the 12th meeting of the company’s report for the third quarter of 2021 was deliberated and adopted
The 5th board of directors 1 The proposal on reducing the shares of other listed companies held by the company for the 13th (pro. November 5, 2021) was deliberated and adopted;
2. Meeting time The proposal on convening the second extraordinary general meeting of shareholders in 2021 was deliberated and adopted.
2. Implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the company held three general meetings of shareholders. The board of directors of the company earnestly implemented the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders in accordance with the requirements of the company law, the securities law and other relevant laws, regulations and the articles of association. The details are as follows:
No. meeting session date meeting resolution
1. Deliberated and adopted the work report of the board of directors in 2020; 2. Reviewed and adopted the work report of the board of supervisors in 2020; 3. Reviewed and approved the company’s 2020 annual financial statement report; 4. Reviewed and approved the company’s 2020 annual report and summary; 5. Deliberated and adopted the proposal on the company’s renewal of the appointment of accounting firms on April 16, 2021, 2020;
6. The general meeting of shareholders deliberated and approved the compensation plan for directors, supervisors and senior managers of the company in 2021;
7. Deliberated and passed the proposal on the plan for profit distribution in 2020;
8. The proposal on the company’s shareholder return plan for the next three years (20212023) was reviewed and approved
1. The first proposal on financial derivatives trading in 2021 was considered and adopted;
2. On September 13, 2021, the temporary shareholders deliberated and adopted the resolution of the general meeting on the proposed purchase of directors, supervisors and senior managers’ liability insurance;
3. The proposal on Amending the measures for the administration of employee house purchase loans was considered and adopted.
On the second day of 2021, the proposal on reducing the shares held by the company as the temporary shareholders of other listed companies for three times on November 22, 2021 was deliberated and adopted
an assembly
3. Performance of special committees under the board of directors
The board of directors of the company has a strategy committee, an audit committee, a remuneration and assessment committee, a nomination committee and other special committees. According to the terms of reference stipulated in the detailed rules for the implementation of the special committees formulated by the board of directors of the company, the special committees study professional matters and put forward opinions and suggestions for the decision-making reference of the board of directors.
(1) Performance of the strategic committee of the board of directors of the company
The strategic development committee of the board of directors is a special working organization established by the board of directors, which is responsible for studying the company’s long-term development strategic plan and putting forward feasible suggestions.
The strategic development committee of the board of directors is now composed of five directors, and the chairman is the chairman. During the reporting period, the company’s strategy committee conducted in-depth analysis in combination with the company’s industrial environment, industrial development and the overall market situation, and put forward scientific and reasonable suggestions on the company’s development strategy planning and implementation according to the company’s actual operation and management, so as to provide a scientific basis for the effective implementation of the company’s development planning and strategy implementation.
(2) Performance of the audit committee of the board of directors of the company
The audit committee of the board of directors is now composed of three directors, two of whom are independent directors, and the chairman is an independent director engaged in professional accounting. During the reporting period, the audit committee performed its duties in accordance with relevant regulations, understood the company’s financial status and operation in detail, reviewed the company’s regular reports, related party transactions, the storage and use of raised funds, the improvement and implementation of internal control system, and
