Tongxing Environmental Protection Technology Co.Ltd(003027)
Work report of the board of directors in 2021
In 2021, all members of the board of directors of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as “the company”) performed their duties in strict accordance with the company law, the securities law and other laws and administrative regulations, as well as the articles of association, the rules of procedure of the board of directors and the principle of being responsible to all shareholders. The work of the board of directors in 2021 and the focus of work in 2022 are reported as follows:
1、 Operation of the company in 2021
2021 is not only the first year of China’s 14th five year plan, but also the first year of the company’s IPO. During the reporting period, the company successfully opened the operation and maintenance business, extending from simple general contracting to high-quality project life cycle management; The customer territory has expanded from China to foreign countries, and the company’s engineering, equipment and products have officially gone abroad; Actively expand new industries and tap the potential of smoke control in non electric industries; Layout the CCUs technology track, enter the “double carbon” market and provide hard core support for enterprises to cope with future development.
During the reporting period, the company achieved an operating revenue of 933 million yuan, an increase of 21.60% over the same period of last year, and the net profit attributable to shareholders of listed companies was 162 million yuan, an increase of 5.44% over the same period of last year.
2、 Daily work of the board of directors
The board of directors of the company shall perform its duties and work in strict accordance with the company law, the articles of association, the rules of procedure of the board of directors and other provisions. All directors of the company shall be honest, trustworthy, diligent and conscientious, seriously attend the meetings of the board of directors and the general meeting of shareholders, actively participate in relevant training and be familiar with relevant laws and regulations.
(I) convening of the board of directors
In 2021, the company held 12 meetings of the board of directors, and the convening and voting procedures were in line with the provisions of relevant laws, regulations and the articles of association. The details of the meeting are as follows:
Meeting time: deliberation of proposals at the session
1. Proposal of the 4th board of directors on using raised funds to replace self raised funds invested in advance
The 5th meeting on January 4, 2021 2. Proposal on cash management using some idle raised funds
3. Proposal on using bank bills to pay the project funds invested by raising funds and replacing them with the raised funds in equal amount
4. Proposal on changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration
5. Proposal on Amending the rules of procedure of the general meeting of shareholders
6. Proposal on Amending the rules of procedure of the board of directors
7. Proposal on Revision of information disclosure management system
8. Proposal on Amending the management system of raised funds
9. Proposal on Amending the decision-making system of connected transactions
10. Proposal on Amending the external guarantee management system
11. Proposal on Amending the foreign investment management system
12. Proposal on formulating measures for the administration of investor relations
13. Proposal on formulating the registration system for insiders 14. Proposal on the appointment of senior managers of the company
15. Proposal on convening the first extraordinary general meeting of shareholders in 2021
The 4th board of directors 1. Proposal on using raised funds to supplement working capital
The sixth meeting on January 25, 2021 2. Proposal on using raised funds to increase capital to subsidiaries and subsidiaries to increase capital to subsidiaries to implement raised investment projects
1. Proposal on the work report of the general manager in 2020
2. Proposal on the work report of the board of directors in 2020
3. Proposal on the full text and summary of the 2020 Annual Report
4. Proposal on the financial statement report of 2020
The 4th board of directors 5. Proposal on the plan of the 7th Meeting of 2020 on profit distribution and conversion of capital reserve to share capital 2021 / 03 / 25
6. Proposal on the self-evaluation report on internal control in 2020 7. Proposal on the special report on the storage and use of raised funds in 2020
8. Proposal on re employment of accounting firm
9. Proposal on changes in accounting policies
10. Proposal on applying for comprehensive credit line from banks
11. Proposal on the guarantee and related party transactions provided by the actual controller for the company
12. Proposal on convening the 2020 annual general meeting of shareholders
The 4th board of directors
The 8th meeting on April 28, 2021 1 1. Proposal on the first quarter report of 2021
The 4th board of directors 1. Proposal on the appointment of deputy general manager of the company
The 9th meeting on June 15, 2021 2. Proposal on the appointment of the company’s chief financial officer
1. Proposal on 2021 restricted stock incentive plan (Draft) and its summary
2. Proposal on the measures of the Fourth Board of directors for the implementation, assessment and management of the restricted stock incentive plan in 2021
The 10th meeting on July 30, 2021 3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
4. Proposal on increasing comprehensive credit line of banks
5. Proposal on convening the second extraordinary general meeting of shareholders in 2021
The 4th board of directors 1. Proposal on the full text and summary of the semi annual report in 2021. The 11th meeting on August 25, 2021 2. Proposal on the special report on the deposit and use of raised funds in 2021
The 4th board of directors
12th meeting on August 30, 2021 1 1. Proposal on granting restricted shares to incentive objects for the first time
The 4th board of directors
13th meeting on September 6, 2021 1 1. Proposal on the establishment of branches
The 4th board of directors
14th Meeting on October 28, 2021 1 1. Proposal on the third quarter report of 2021
The 4th board of directors
The 15th meeting on November 22, 2021 1. Proposal on reserving and granting restricted shares to incentive objects. The 4th board of directors on December 13, 2021. Proposal on the extension of some investment projects with raised funds
16th meeting 2. Proposal on using idle self owned funds for cash management
3. Proposal on using idle raised funds for cash management
(II) convening of the general meeting of shareholders
In 2021, the board of directors of the company convened and held three general meetings of shareholders. The convening procedures, the qualifications of conveners, the qualifications of participants, voting procedures and the formed resolutions of the meeting were legal and effective.
The details are as follows:
Meeting time: deliberation of proposals at the session
1. Proposal on using some idle raised funds for cash management 2. Proposal on changing the registered capital and company type of the company, amending the articles of association and handling the change registration of industry and Commerce
3. Proposal on Amending the rules of procedure of the general meeting of shareholders
The first time in 2021 4. Proposal on Amending the rules of procedure of the board of directors
2021 / 01 / 20 extraordinary general meeting 5. Proposal on Amending the rules of procedure of the board of supervisors
6. Proposal on Amending the management system of raised funds
7. Proposal on Amending the decision-making system of connected transactions
8. Proposal on Amending the external guarantee management system
9. Proposal on Amending the foreign investment management system
1. Proposal on the work report of the board of directors in 2020
2. Proposal on the work report of the board of supervisors in 2020
3. Proposal on the full text and summary of the 2020 Annual Report
4. Proposal on the financial statement report of 2020
2020 annual shares 5. Proposal on 2020 annual profit distribution and conversion of capital reserve into share capital
6. Proposal on re employment of accounting firm
7. Proposal on applying for comprehensive credit line from banks
8. Proposal on the guarantee and related party transactions provided by the actual controller for the company
The second time in 2021 1 1. Proposal on the incentive plan for restricted shares in 2021 (Draft) and its summary to the extraordinary general meeting of shareholders on August 16, 2021
2. Proposal on the management measures for the implementation and assessment of restricted stock incentive plan in 2021
3. Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive
4. Proposal on increasing comprehensive credit line of banks
(III) performance of independent directors
In 2021, all independent directors of the company scrupulously performed their duties, performed their duties diligently and paid attention to the public in strict accordance with relevant laws and regulations, the articles of association, working rules for independent directors and other internal control documents
