Tianjin Tianbao Infrastructure Co.Ltd(000965)
Work report of the board of directors in 2021
The work report of the board of directors is divided into two parts: the first part is the summary of the work of the board of directors in 2021, and the second part is the work plan of the board of directors in 2022.
Part I work summary of the board of directors in 2021
In 2021, the board of directors will guide the management to take effective measures and actively promote the realization of objectives according to various business indicators and key work set at the beginning of the year. While guiding and promoting the operation and management of the company, the board of directors has continuously improved the governance level, further improved the management system of the board of directors through standardized operation and risk control, so as to ensure the sustainable, steady and safe development of the company.
1、 Overview of the company’s operation
2021 will be a year full of thorns and dangerous beaches for real estate enterprises. Since the beginning of the year, the real estate financial policy has been continuously tightened, the pilot of real estate tax reform, the diving war of new house prices, the outbreak of Evergrande Black Swan incident, and the tests of various policies, finance and markets have emerged one after another. Faced with various levels of barriers, the company has made key progress in solving problems. In terms of main business, the company kept a close eye on the market trend, made rapid decisions and responded quickly, changed from passive response to active attack, delivered key projects on schedule, refreshed the company’s historical records in terms of construction volume, sales area and sales, and achieved remarkable results in fund management. In terms of emerging strategic sectors, the company’s Park business and industrial investment go hand in hand. Lenovo town project has entered the landing stage, actively promoted the cooperation process, and promoted the promotion of brand and project value-added efficiency. The company achieved an annual operating income of 2.54 billion yuan and a net profit attributable to the parent company of 495102 million yuan, which better completed the main business indicators. The total asset scale is 12.85 billion yuan, the net asset is 5.426 billion yuan, the asset liability ratio is 57.70%, and the liability ratio is safe and controllable.
During the reporting period, the company comprehensively promoted the construction tasks of 8 projects, including Tianbao Gold Coast plot F, Yijing elegant residence and Jiuru pinzhu, with a total area of 1287800 square meters. The completion and delivery of Tanggu Dalian East Road plot project, yuancui Road community center and Tianbao Gold Coast plot f project were successfully realized. The main construction of the foreign-related high-end apartment project on yuncui road has been completed and the internal decoration has been started. The first and second phases of the construction of Hengrui innovative drug R & D center were successfully completed. Yiyang primary school, a key project in the new area, has made steady progress.
In terms of real estate sales, during the reporting period, the company achieved a new sales area of 163700 square meters and a new sales contract amount of 3.476 billion yuan. Among them, Tiancheng Huajing (plot f) project has achieved another good sales performance, with sales of 2.123 billion yuan and sales area of 98400 square meters, ranking first in the sales amount and sales area of Binhai New Area.
The business in the park has initially formed its core competitiveness. Tianbao smart Valley has won more than 2 million yuan of various awards such as the national high-tech enterprise award, and has formed a multi-level incubator sequence of cities, new areas and bonded areas. Relying on the real estate market, it has built a professional and accurate supporting service system, and basically established a new industrial operation mode of “Incubator + accelerator” that can be replicated and promoted.
Commercial operation highlights frequently. The project won 21 million yuan from the central government for new rental housing, signed a strategic cooperation agreement with China Resources Vanguard, and joined hands with Huisheng group, the leading enterprise, to build high-end foreign-related apartments. Jiuru pinzhu community commercial planning and construction of the first business district “a good street” in Airport Phase II. The rental and sale rate of properties held by the company reached 92.93%. 2、 Corporate governance
(I) operation of the board of directors
In 2021, the board of directors of the company focused on implementing the resolutions of the general meeting of shareholders; Decision making, management of major issues of the company and the work of various professional committees.
1. Implement the resolutions of the general meeting of shareholders
In 2021, the board of directors convened one annual general meeting and five extraordinary general meetings, deliberated and adopted 13 proposals, mainly focusing on matters related to the 2020 annual report; Sign supplementary agreement on accounts receivable factoring business with Tianjin Tianbao commercial factoring Co., Ltd; Provide guarantee for the wholly-owned subsidiary to apply for loans from Tianjin Binhai New Area Tianbao microfinance Co., Ltd. and related party transactions; The company and its wholly-owned subsidiaries carry out related party transactions of sale and leaseback business with Tianjin Tianbao Leasing Co., Ltd; Extending the validity period of the resolution of the general meeting of shareholders on the issuance of corporate bonds; Election of non independent directors of the company; Related party transactions in which the controlling shareholder provides loans to the company. The board of directors has earnestly implemented the resolutions of the general meeting of shareholders and completed the above resolutions as planned.
2. Decision making and management of company matters
In 2021, the company convened and held meetings of the board of directors in strict accordance with the articles of association and rules of procedure of the board of directors. A total of 19 meetings of the board of directors were held throughout the year, and a total of 42 proposals were considered. All proposals were adopted by a unanimous vote of the directors present at the meeting. The deliberations focused on the overall guidance of the company’s operation and management and other matters.
(1) Coordinate and guide the company’s operation and management
In addition to regular reports, the decisions of the board of directors throughout the year mainly include:
In terms of related party transactions, the board of directors deliberated and approved the proposal on providing guarantee and related party transactions for wholly-owned subsidiaries to apply for loans from Tianjin Binhai New Area Tianbao microfinance Co., Ltd; Proposal on signing supplementary agreement on accounts receivable factoring business between the company and Tianjin Tianbao commercial factoring Co., Ltd; Proposal on the sale and leaseback business and related party transactions between the company and Tianjin Tianbao Leasing Co., Ltd; Proposal on loans and related party transactions provided by the controlling shareholders of the company to the company.
In terms of financing, in order to meet the company’s capital needs and ensure the smooth development of the company’s Huijin Plaza Phase II project, the board of directors deliberated and approved the proposal on providing guarantee for wholly-owned subsidiaries to apply for real estate project development loans; Proposal on the sale and leaseback business between the company and its wholly-owned subsidiaries and Xinyuan financial leasing (Tianjin) Co., Ltd; In order to ensure the payment of 100% equity acquisition funds of Tianjin Tianbao Chuangyuan Real Estate Development Co., Ltd., the board of directors deliberated and approved the proposal on the application of entrusted loans for M & A by the company and its wholly-owned subsidiaries; In terms of corporate bonds, the board of directors deliberated and adopted the proposal on extending the validity of the resolution of the general meeting of shareholders on the issuance of corporate bonds.
In terms of foreign investment, the board of directors deliberated and approved the purchase of trust products issued by Norinco International Cooperation Ltd(000065) Trust Co., Ltd; In order to meet the needs of the company’s operation and development and improve the capital strength of the subsidiary Tianjin Tianbao Real Estate Development Co., Ltd., the board of directors deliberated and adopted the proposal on capital increase of wholly-owned subsidiaries; Proposal on the cooperative development of “Tianjin Lenovo technology town”.
In terms of director election and senior management appointment, the board of directors deliberated and approved the proposal on electing Ms. Yin Qi as a non independent director of the company; Proposal on appointing deputy general manager of the company.
In terms of acquiring land resources and promoting project development, the board of directors deliberated and adopted the proposal on participating in bidding for the land of jinbinbao (hang) plot 2021-3; Proposal on the government’s paid recovery of some land use rights of wholly-owned subsidiaries.
(2) Check and promote the management to complete the key work
Through the annual and interim Board of directors, the board of directors reviewed the annual general manager’s work report and the interim management’s work report, and implemented the inspection and supervision of the completion of the management’s key work in the half year.
Through a detailed understanding of the completion of various indicators, the development of management work, the completion of key work and the later work plan of the company, it is convenient to comprehensively grasp the operation and management situation and give targeted guidance and supervision to the management.
(3) Lead and manage information disclosure
The information disclosure of the company is under the unified leadership and management of the board of directors. According to the relevant provisions of information disclosure, 109 relevant announcements were disclosed in 2021 to ensure the timeliness, accuracy, integrity and compliance of the disclosed information.
3. Professional Committee of the board of directors
According to the terms of reference in the detailed rules for the implementation of each professional committee formulated by the board of directors of the company, each professional committee studied professional matters and put forward opinions and suggestions to the board of directors, which played a role in the company’s internal audit, internal control, annual budget, salary performance appraisal and strategic planning. All professional committees held 18 meetings throughout the year, focusing on the implementation of the company’s development strategy, the company’s risk control, budget adjustment, etc.
(1) Audit Committee
Study and approve the company’s 2020 annual audit report and work opinions on the annual audit; Review the internal control evaluation report in 2020; To consider matters concerning the renewal of the annual audit institution; Review the revision of the internal audit manual; To consider the work plan for internal control evaluation in 2021; Review the annual audit plan of internal audit in 2021; Review the supervision report on rectification of internal control defects in 2020; Review the audit report on the implementation of major events and capital transactions in the first half of 2021; Review the audit work arrangement in 2021 and the internal audit work report in 2021.
(2) Nomination Committee
To review and nominate candidates for non independent directors of the company; Review and recommend candidates for deputy general manager of the company.
(3) Remuneration and assessment committee
To review the business performance assessment measures of the deputy general manager of the company; Review the company’s 2020 year-end bonus distribution plan.
(4) Budget Committee
Review the company’s 2020 budget implementation summary and the preparation of the 2021 comprehensive budget plan; Review the budget adjustment of land bidding deposit for plot 2021-3 of Jinbin Baohang; Review the adjustment of the capital increase budget of Tianbao real estate, a wholly-owned subsidiary; Review the annual budget adjustment of Tianbao Chuangyuan M & A entrusted loan; Review the annual budget adjustment of the sale and leaseback financial leasing business with Tianbao leasing; To review and subscribe for the annual budget adjustment of trust products issued by Norinco International Cooperation Ltd(000065) Trust Co., Ltd; Review the adjustment of financing budget for the sale and leaseback business between the company and its subsidiaries and Xinyuan leasing.
(5) Strategy Committee
Review the company’s “14th five year plan” strategic planning.
4. Performance of duties of independent directors
During the reporting period, the independent directors of the company actively attended the meetings held by the company in strict accordance with the provisions and requirements of relevant laws, regulations and rules, and with the attitude of diligence and diligence. The independent directors of the company did not raise any objection to the proposals considered by the previous board of directors and other matters of the company during the reporting period; All major matters requiring independent opinions from independent directors have been carefully reviewed and written independent opinions have been issued. The independent directors of the company provided professional suggestions and opinions on the company’s major decisions, which improved the scientificity and accuracy of the company’s decisions; Supervise and verify the information disclosure of the company, actively and effectively perform the duties of independent directors, and safeguard the legitimate rights and interests of the company and minority shareholders.
(II) risk supervision of the board of directors
1. Internal audit
This year, we audited the implementation of major events and capital transactions of the company and its subsidiaries. Internal audit played an important role in the company’s internal control system. This year’s internal audit activities provided an important guarantee for the supervision of internal control in the implementation of major events and capital transactions of the company, improved the audit demand and played the audit effect. 2. Internal control evaluation
This year, more than 150 key control points involved in the risk control matrix optimized according to the risk assessment results were evaluated. According to the internal control evaluation, the company has no major defects and important defects in the internal control of financial reports in 2021, and no major defects and important defects in the internal control of non-financial reports have been found.
Part II work plan of the board of directors in 2022
In 2022, the board of directors will further improve the standardized management and operation system, straighten out the work process, clarify responsibilities and rights, improve the work quality of the board of directors, improve the internal control system and give full play to the role of governance and control.
1、 Continue to do a solid job in corporate governance
The board of directors of the company will revise the relevant systems at the board level, improve the corporate governance system and strive to improve the level of corporate governance according to the latest requirements of regulators; Adhere to the corporate governance mechanism of statutory rights and responsibilities, transparent rights and responsibilities, coordinated operation and effective checks and balances, and further implement the transformation of institutional advantages into governance efficiency; At the same time, the training of directors will be strengthened to improve their ability to perform their duties. In 2022, the board of directors will make scientific and reasonable decisions within the scope of authorization of the general meeting of shareholders in strict accordance with the relevant requirements of laws, regulations and normative documents, carry out the operation of the three meetings in a timely and efficient manner, and effectively implement the resolutions of the general meeting of shareholders; Continue to do a good job in corporate governance, consolidate and improve the standard operation level of the company; Do a solid job in the daily work of the board of directors, and strictly and accurately perform the obligation of information disclosure in accordance with the regulatory requirements of listed companies. 2、 Further strengthen the guidance to the management
The board of directors will continue to coordinate and guide the management to carry out various operation and management work according to various operation indicators and key work in the new year, and strengthen strategic guidance and operation control. Combined with the changes of policy industry environment and the deepening of the reform process of state-owned enterprises, focusing on the long-term, benchmarking and first-class, closely focusing on the company’s “14th five year plan”, adhering to the main line of high-quality development, we will comprehensively promote the work of ensuring income, strengthening operation, promoting reform, preventing risks, stabilizing safety and environmental protection. Strive to enhance the ability of product creation and operation, quickly promote the expansion of new business, achieve greater results, effectively pay attention to the internal lean management of the enterprise, fight a tough battle in a down-to-earth manner, and work harder to promote the development of the company.
3、 Continue to improve the working mechanism of professional committees
Give full play to the advantages of the professional committees of the board of directors, regularly carry out the meetings of the professional committees, increase the participation of the professional committees in major matters, and provide decision-making reference for the development strategy, risk planning and internal control construction of the board of directors. The professional committees of the board of directors will continue to study professional matters and provide opinions and suggestions for the decision-making of the board of directors on the basis of listening to the report of the company and the opinions of relevant parties.
In 2022, the main work plans of the professional committees of the board of directors are as follows:
1. Strategy Committee
Study the company’s major investment, major capital operation and asset management projects and put forward suggestions; Supervise the implementation of the company’s strategy.
2. Audit Committee
Study and review the audit report of 2021; Examine and approve the internal audit plan of 2022; Review the internal control evaluation scheme in 2022 and review the internal control evaluation report in 2021; Propose to hire or replace the audit institution in 2022; Review the company’s 2022 annual audit plan and internal audit report.
