Haining China Leather Market Co.Ltd(002344)
Work report of the board of directors in 2021
In 2021, the board of directors of the company strictly performed the duties of the board of directors in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant laws and regulations as well as the relevant systems of the company, and operated in a standardized and efficient manner with integrity, diligence, efficiency and impartiality Make scientific decisions, strictly implement the resolutions of the general meeting of shareholders, standardize corporate governance, earnestly safeguard the legitimate rights and interests of the company and all shareholders, and ensure the good operation and sustainable development of the company.
1、 Daily work of the board of directors
(I) meetings of the board of directors held during the reporting period
In 2021, the board of directors of the company convened and held four meetings of the board of directors in strict accordance with relevant laws and regulations, the articles of association and other relevant provisions, to review and make decisions on various major matters of the company. The details are as follows:
1. The sixth meeting of the 5th board of directors was held in the conference room of the company on April 15, 2021. All five members of the board of directors of the company attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Chairman Zhang Yueming. After voting, the meeting considered and adopted the following proposals: proposal on reviewing the work report of the board of directors in 2020, proposal on reviewing the work report of the general manager in 2020, proposal on reviewing the annual report and summary in 2020, proposal on reviewing the profit distribution plan in 2020, proposal on reviewing the self-evaluation report of internal control in 2020 The proposal on reviewing the final financial statement report of 2020, the proposal on reviewing the financial budget report of 2021, the proposal on reviewing the special report on the deposit and use of raised funds in 2020, the proposal on renewing the appointment of Tianjian certified public accountants as the company’s audit institution, the proposal on using the surplus raised funds of non-public development banks to permanently supplement working capital Proposal on convening the 2020 annual general meeting of shareholders of the company. The resolution announcement of the meeting was published in the securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company, on April 17, 2021（ http://www.cn.info.com.cn. ）Come on.
2. The seventh meeting of the 5th board of directors was held in the conference room of the company on April 27, 2021. All five members of the board of directors of the company attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Chairman Zhang Yueming. After voting, the meeting deliberated and adopted the following proposal: proposal on reviewing the company’s quarterly report for the first quarter of 2021. This meeting only considered one proposal on the quarterly report of the first quarter of 2021 and did not vote against or abstain from voting. It was not disclosed separately according to the relevant provisions of the exchange.
3. The 8th meeting of the 5th board of directors was held in the conference room of the company on August 19, 2021. All five members of the board of directors of the company attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Chairman Zhang Yueming. After voting, the meeting deliberated and adopted the following proposals: proposal on reviewing the company’s 2021 semi annual report and summary, proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds, proposal on the continued financial assistance provided by the wholly-owned subsidiary to its joint-stock companies, proposal on the proposed cancellation of the holding subsidiary Haining Daohe Market Management Co., Ltd The proposal on Approving the resignation of the deputy general manager was deliberated and approved on the premise that the related directors Sun Wei and Wu Haifeng avoided voting, and the proposal on acquiring part of the equity of Haining private financing service center and related party transactions were involved. The resolution announcement of the meeting was published in the securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company, on August 21, 2021（ http://www.cn.info.com.cn. ）Come on.
4. The ninth meeting of the 5th board of directors was held in the company’s conference room on October 25, 2021. All five members of the board of directors attended the meeting, which met the number specified in the articles of association. The meeting was held legally and effectively. The meeting was presided over by Chairman Zhang Yueming. After voting, the meeting deliberated and adopted the following proposals: the proposal on reviewing the company’s quarterly report for the third quarter of 2021, and the proposal on the participation of wholly-owned subsidiaries in the investment and establishment of Haining Xinchao equity investment partnership (limited partnership) and related party transactions on the premise that related directors Sun Wei and Wu Haifeng avoided voting Proposal on the participation of wholly-owned subsidiaries in the establishment of Haining Shilian equity investment partnership (limited partnership) and related party transactions, and proposal on the operation of wholly-owned subsidiaries with related parties and related party transactions. The resolution announcement of the meeting was published on the company’s designated information disclosure media securities times, China Securities Journal and cninfo.com on October 27, 2021（ http://www.cn.info.com.cn. ）Come on.
(II) convening of the general meeting of shareholders convened by the board of directors during the reporting period
In 2021, the board of directors of the company convened and held a general meeting of shareholders in strict accordance with the company law, the rules of procedure of the general meeting of shareholders and the articles of association. The details are as follows:
The 2020 annual general meeting of shareholders of the company was held in the company’s conference room on May 11, 2021. A total of 18 shareholders and authorized representatives of shareholders attended the on-site meeting and online voting of the general meeting of shareholders, and some directors, supervisors, senior executives and witness lawyers of the company attended the meeting as nonvoting delegates. The meeting was presided over by Chairman Zhang Yueming. After voting, the meeting considered and adopted the following proposals: proposal on reviewing the work report of the board of directors in 2020, proposal on reviewing the work report of the board of supervisors in 2020, proposal on reviewing the annual report and summary in 2020, proposal on reviewing the profit distribution plan in 2020, proposal on reviewing the financial final accounts report in 2020 Proposal on reviewing the financial budget report of 2021, proposal on reviewing the special report on the deposit and use of raised funds in 2020, proposal on renewing the appointment of Tianjian certified public accountants as the audit institution of the company, and proposal on using the surplus funds raised from non-public offering to permanently supplement working capital. The resolution announcement of the meeting was published in the securities times, China Securities Journal and cninfo.com, the designated information disclosure media of the company, on May 12, 2021（ http://www.cn.info.com.cn. ）Come on.
(III) information disclosure
During the reporting period, the board of directors of the company strictly abided by the relevant provisions on information disclosure, completed the disclosure of regular reports on time in accordance with the guidelines on information disclosure format of China Securities Regulatory Commission and Shenzhen Stock Exchange and other relevant provisions on information disclosure, and truthfully, accurately, completely and timely issued all kinds of temporary announcements of major events according to the actual situation of the company, faithfully fulfilled the obligation of information disclosure, and ensured that investors knew the major events of the company in time, Protect the interests of investors to the greatest extent.
(IV) Investor Relations Management
The board of directors of the company has always attached great importance to the management of investor relations, strengthened the exchange and communication with investors through various channels such as investor telephone, investor email, investor interaction platform and on-site research, and timely answered the company’s performance, business status, development strategy and other issues concerned by investors. Reasonably and properly arrange the reception of specific objects such as institutional investors to the company, such as on-site visit, discussion and research, and do a good job in the confidentiality of undisclosed information. The company comprehensively adopts the combination of on-site meeting and online voting to hold the general meeting of shareholders, so as to improve the participation of investors.
(V) standardized governance of the company
During the reporting period, the company continuously improved the corporate governance structure, improved the awareness of standardized operation and improved the standard operation level of the company in strict accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange and other laws and regulations, as well as the requirements of China Securities Regulatory Commission, Shenzhen Stock Exchange, Zhejiang securities regulatory bureau and other regulatory departments, Maximize the interests of all shareholders of the company.
2、 Work of special committees under the board of directors
In order to improve the corporate governance structure, the board of directors of the company has established four professional committees: strategy and Investment Committee, audit committee, salary and assessment committee and Nomination Committee in accordance with the governance standards for listed companies, providing scientific and professional opinions and references for the decision-making of the board of directors.
(I) performance of the strategy and Investment Committee
During the reporting period, the members of the strategy and Investment Committee complied with the relevant regulations formulated by the Shenzhen Stock Exchange and the company, earnestly performed their duties, maintained the normal operation of the committee, held relevant meetings, analyzed and studied the company’s long-term development plan, business objectives, development policies and foreign investment projects, and put forward reasonable suggestions, In particular, the company has conducted in-depth exploration and Research on the continuous development of the company’s strategy of “consolidating and upgrading the main leather industry, superimposing the development of the fashion industry, and promoting the integration of Wuxi Online Offline Communication Information Technology Co.Ltd(300959) .
(II) performance of the audit committee
During the reporting period, the audit committee standardized its operation, strictly performed its duties and supervised the company’s internal audit system and its implementation in accordance with the company law, the governance standards for listed companies of the CSRC, the working rules of the audit committee of the board of directors, the working procedures of the annual report of the audit committee of the board of directors, the articles of association, the implementation rules of the audit committee of the board of directors and other relevant provisions, Strengthened the communication between internal audit and external audit, reviewed the company’s financial information and its disclosure, and supervised the audit work of accounting firms.
During the reporting period, the audit committee of the board of directors held a meeting and adopted the proposal report on the renewal of Tianjian certified public accountants as the company’s audit institution.
During the reporting period, the audit committee of the board of directors reviewed the company’s internal control system and implementation, reviewed all important accounting policies of the company, regularly understood the company’s financial status and operation, and urged and guided the internal audit department to regularly and irregularly inspect and evaluate the company’s financial management operation. The Committee believed that the company’s internal control basically reflected the integrity and rationality without major defects. Relevant meetings were held:
(1) Communicate, exchange and coordinate with the accounting firm on the audit of the annual report in 2021 to ensure the completion of the audit in 2021 on schedule;
(2) Maintain communication with the company’s audit department on the storage and use of raised funds, the effective implementation of internal audit system and the improvement and implementation of the company’s internal control system;
(3) Review the quarterly and annual plans and summaries submitted by the company’s internal audit department;
(4) Evaluate the work of the accounting firm and propose a renewal proposal to the board of directors.
(III) performance of remuneration and assessment committee
The annual appraisal meeting held by the salary and appraisal committee reviewed the performance of the directors (non independent directors) and senior managers of the company according to the company’s salary plan and annual appraisal indicators, and conducted annual performance appraisal. The remuneration and assessment committee reviewed the remuneration of the company’s directors, supervisors and senior managers in the annual report, considered that it was consistent with the actual payment, implemented in accordance with the company’s assessment methods, and the company’s remuneration payment procedures and incentive assessment were in line with relevant laws and regulations and the company’s regulations. (IV) performance of the nomination committee
During his tenure, the nomination committee of the company carefully supervised the qualification and performance of each director, supervisor and senior manager. After verification by the nomination committee, it was found that there was no violation of duty performance by the directors, supervisors and senior managers of the company in 2021, and they all performed their duties faithfully and diligently, effectively safeguarding the interests of the listed company and all shareholders.
3、 Performance of independent directors
The independent directors of the company perform their obligations, exercise their powers, actively attend relevant meetings, carefully review various proposals of the board of directors, and fully express their opinions on major issues related to the company in accordance with the requirements of the guiding opinions on the independent director system of listed companies, the articles of association, the independent director system and other relevant laws and regulations as well as the company’s system, Relevant opinions were expressed on matters requiring prior approval or independent opinions of independent directors, which gave full play to the role of independent directors and provided an effective guarantee for the scientific decision-making of the board of directors. For details, please refer to the 2021 report on work of independent directors of the Fifth Board of directors of the company. 4、 Management discussion and analysis during the reporting period
See Section III “management discussion and analysis” of the company’s 2021 annual report for details.
5、 Key work of the board of directors in 2022
In the new year, the board of directors of the company will continue to uphold the principle of being responsible to all shareholders, and faithfully perform the duties of the board of directors in strict accordance with the provisions and requirements of the company law, the securities law, the articles of association, relevant national laws, regulations and normative documents.
1. Do a solid job in the daily work of the board of directors, make scientific and efficient decisions on major issues, effectively give full play to the core role of the board of directors in corporate governance, fully promote the realization of the company’s strategic objectives, promote the steady and healthy development of the company, and strive to maximize the interests of the company and all shareholders.
2. Actively maintain communication and exchange with investors, promote investors’ understanding and understanding of the company, strengthen investor relations management and improve the level of investor relations management. Continue to earnestly fulfill the obligation of information disclosure, effectively improve the standardization and transparency of the company’s operation, protect the interests of investors, and establish a good capital market image of the company.
3. Combined with the market environment and the company’s established strategic policies, clarify the corresponding work objectives and key work plans, guide the company’s operation and management to carry out all work in a solid and orderly manner, improve the company’s core competitiveness and promote the company’s high-quality development.
