Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd
Work report of the board of directors in 2021
In 2021, the board of directors of Gansu Hainan Yatai Industrial Developent Co.Ltd(000691) Development Co., Ltd. (hereinafter referred to as "the company") conscientiously performed the duties of the board of directors entrusted by the general meeting of shareholders in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and other laws and regulations, departmental rules, normative documents, the articles of association, the rules of procedure of the board of directors and other relevant provisions, Strictly implement the resolutions of the general meeting of shareholders, actively promote the implementation of the resolutions of the board of directors, constantly improve the internal control system, standardize the corporate governance structure, and ensure the scientific decision-making and standardized operation of the board of directors. According to the established development direction of the company, strive to promote all work. The main work report of the board of directors in 2021 is as follows:
1、 Overview of work in 2021
(I) review of the company's operation during the reporting period
During the reporting period, the company was mainly engaged in fine chemical business, and the operating profit mainly came from the production and operation of Lingang Yanuo chemical, the holding subsidiary of the company. There was no significant change in the composition of the company's main business.
At the end of the reporting period, the total assets of the company were 73258573035 yuan, an increase of 0.71% over the same period of last year, and the asset liability ratio was 59.01%; During the reporting period, the company realized operating income of 52155990394 yuan; The net profit is 4304140805 yuan, of which the net profit attributable to the shareholders of the listed company is 1620462833 yuan; The basic earnings per share is 0.0501 yuan; The owner's equity attributable to the shareholders of the listed company is 13647557649 yuan; The net cash flow from operating activities is 6612966020 yuan.
(II) key work of the company in 2021
1. Strengthen the company's internal control management and improve the company's internal control norms. During the reporting period, the company strengthened the self-examination and rectification of internal control links. In view of the weak implementation of rules and regulations and the omission of internal control details, the company formulated rectification measures, improved the company's internal control norms and prevented various business risks, so as to improve the effectiveness and execution of internal control management of listed companies.
2. During the reporting period, the company continued to improve the personnel structure of the board of directors and management, which ensured the standardized operation of the general meeting of shareholders, the board of directors and the board of supervisors on the one hand, and the stability of the management on the other hand, so that all business decisions of the company were in compliance with the law and effectively implemented. During the reporting period, the company appointed the general manager in time and completed the preparation and disclosure of annual report, quarterly report and semi annual report on time, so as to ensure the timely, fair, true, accurate and complete information disclosure of the company.
3. Promote the work of non-public offering of shares on schedule. In order to meet the company's industrial transformation requirements and long-term development strategy, optimize the company's capital structure, enhance the company's anti risk ability, and show the actual controller's confidence in the company's future development, the company held the board of directors and shareholders' meeting in 2020 to consider and approve the non-public issuance of A-Shares in 2020. The price of the non-public offering is 4.01 yuan / share, the number of shares issued is no more than 49875311 (including this number), and the total amount of funds raised is no more than 200 million yuan. The subscription object of the company's non-public offering is the controlling shareholder Lanzhou Asia Pacific industry and Mining Group Co., Ltd. At present, the company has received the reply on approving Hainan Yatai Industrial Developent Co.Ltd(000691) non-public shares issued by the China Securities Regulatory Commission (zjxk [2021] No. 2351), and the company's application for non-public offering of shares has been approved. The board of directors of the company will handle matters related to the non-public offering of shares within the specified time limit in accordance with relevant laws and regulations, the requirements of the above reply documents and the authorization of the general meeting of shareholders of the company, and fulfill the obligation of information disclosure in time.
4. During the reporting period, the company strengthened the management of subsidiaries to promote them to achieve annual sales revenue and performance objectives. In 2021, the performance commitment of the subsidiary was completed on schedule.
2、 Performance of the board of directors
(I) convening of the board meeting
In 2021, the board of directors of the company and the special committees set up under the board of directors of the company will perform their duties, do their best, and carry out all work in compliance and efficiency in accordance with the articles of association, rules of procedure of the board of directors and the implementation rules of the special committee. During the reporting period, the company held 11 meetings of the board of directors, as follows:
No. name of the meeting time and deliberation of the proposal
The following proposals were deliberated and passed: 1. Proposal on daily connected transactions of enterprises expected to be controlled by the actual controller of the company; 2. Proposal on daily related party transactions with Hebei Yanuo Biotechnology Co., Ltd. and its eighth directors in January 2021; 3. Proposal on adjusting the effective date of the second meeting of the effective 1 meeting of the company's non-public offering of shares; 4. Proposal on Hainan Yatai Industrial Developent Co.Ltd(000691) non public development bank A-share stock negotiation plan (Revised Version); 5. Proposal on adjusting the validity period of the authorization of the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of a shares; 6. Proposal on convening the first extraordinary general meeting of shareholders in 2021.
In March 2021, the 8th board of directors deliberated and approved the following proposals: 1. Proposal on the extension of the company's holding subsidiary's loan from related parties and the transaction of the third meeting of the related party 2 meeting on June 26; 2. Proposal on convening the second extraordinary general meeting of shareholders in 2021. Discuss
The following proposals were considered and passed: 1. 2020 annual report and summary; 2. 2020 work report of the board of directors; 3. Financial statement report of 2020; 4. Profit distribution plan for the 8th board of directors in 2020; 5. Report on the work of independent directors in 2020; 6. Control evaluation report of the fourth meeting of the three sessions in 2020 and the fourth meeting in 2021; 7. Proposal on adjusting the appointment allowance of directors and independent directors and amending the remuneration management system for directors, supervisors and senior managers on the 25th day of the month of the board of directors; 8. Special instructions of the board of directors on matters involved in the internal control audit report with unqualified opinions with emphasis; 9. Main body and full text of the first quarter report of 2021; 10. Proposal on changes in accounting estimates of the company; 11. Proposal on convening the 2020 annual general meeting of shareholders.
The 8th board of directors may 2021
4. The fifth meeting of the board of directors deliberated and passed the proposal on the appointment of the general manager of the company on December 31.
Discuss
In July 2021, the 8th board of directors deliberated and approved the following proposals: 1. Proposal on the sixth meeting of the 5th meeting of the exclusive entrusted processing association between the holding subsidiary and related parties on September 9; 2. Proposal on reappointment of audit institutions in 2021; 3. Proposal on convening the third extraordinary general meeting of shareholders in 2021.
6 in July 2021, the 8th board of directors deliberated and approved the proposal on increasing the forecast of daily connected transactions in 2021.
The seventh meeting of the conference will be held on August 28
Discuss
The 8th board of directors August 2021
On July 18, the eighth session of the board of directors considered and adopted the semi annual report and summary of 2021.
Discuss
The 8th board of directors September 2021
On August 24, the 9th meeting of the board of directors deliberated and passed the proposal on the company's plan to apply for loans with its own assets as collateral.
Discuss
The 8th board of directors deliberated and approved the following proposals in September 2021: 1. Proposal on the implementation of the commitment of the controlling shareholder and related party transactions; 9. Proposal on verification and cancellation of long-term equity investment of lanjinglijia on February 28, the 10th meeting of the board of directors; 3. Proposal on convening the fourth extraordinary general meeting of shareholders in 2021.
The 8th board of directors October 2021
On October 25th, the 11th session of the board of directors considered and adopted the full text of the third quarter report of 2021.
meeting
In November 2021, the 8th board of directors deliberated and passed the following proposals: 1. Proposal on extending the validity period of the 12th meeting of the company's non-public offering of shares in 2020 and requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public offering of shares in full power; 2. Proposal on convening the fifth extraordinary general meeting of shareholders in 2021.
(II) the board of directors convened the general meeting of shareholders and implemented the resolutions of the general meeting of shareholders
In 2021, the company held six general meetings of shareholders, all of which were convened by the board of directors. The board of directors of the company carefully implemented the resolutions adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders, safeguarded the interests of all shareholders, ensured that shareholders could exercise their functions and powers according to law, and promoted the long-term, steady and sustainable development of the company. The details are as follows:
No. name of the meeting time and deliberation of the proposal
The following proposals were deliberated and passed: 1. Proposal on daily connected transactions with Hebei Yanuo Biotechnology Co., Ltd. and its subsidiaries in February 2021; 2. Proposal on adjusting the period of validity of the company's non-public offering of shares on January 18; 3. Proposal on the stock plan of Hainan Yatai Industrial Developent Co.Ltd(000691) non-public Development Bank East a general meeting (Revised Draft); 4. Proposal on adjusting the validity period of the authorization of the general meeting of shareholders to authorize the board of directors to handle matters related to the non-public development of a shares.
April 2021
2. The proposal on the extension of loans from related parties and related party transactions of the company's holding subsidiaries was deliberated and adopted on December 12. East assembly
The following proposals were considered and passed: 1. 2020 annual report and summary; 2. Report on the work of the board of directors 3 in 2020 and the board of directors in May 2021; 3. Work report of the board of supervisors in 2020; 4. Final account report of 2020 annual financial shareholders' meeting on September 19; 5. 2020 profit distribution plan; 6. Proposal on adjusting the post allowance of directors and independent directors and revising the remuneration management system for directors, supervisors and senior managers.
The following proposals were deliberated and passed in July 2021: 1. Proposal on the third temporary share meeting on April 26 of signing exclusive entrusted processing agreement between the holding subsidiary and related parties; 2. Proposal on reappointment of audit institutions in 2021.
East assembly
5 in October 2021, the proposal on the implementation of the commitment of controlling shareholders and related party transactions was deliberated and adopted.
The fourth interim stock meeting was held on June 14
East assembly
In December 2021, the proposal on extending the validity period of the company's resolutions on non-public development of shares in 2020 and submitting shares to the East general meeting of 6 five temporary shares on January 1 authorized the board of directors to handle matters related to non-public development of shares in 2020 was deliberated and adopted.
East assembly
(III) performance of special committees of the board of directors
The board of directors of the company consists of four professional committees: Strategy Committee, audit committee, nomination committee and salary and assessment committee. The members of each professional committee have solid professional knowledge, rich work experience and management experience. During the reporting period, the board of directors played an important role in improving the level of corporate governance.
1. Performance of the strategy committee
During the reporting period, the strategy committee actively performed its duties in accordance with the provisions of relevant laws, regulations and rules, such as the company law, the guidelines for the governance of listed companies, the articles of association, and the company's detailed rules for the work of the strategy committee of the board of directors. During the reporting period, the company held a strategy committee meeting, focusing on the company's next development direction and strategic planning.
