Shanxi Huayang New Materialco.Ltd(600281)
Work report of the board of directors in 2021
In 2021, all members of the board of directors of Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as "the company") faithfully performed the functions and powers entrusted by the general meeting of shareholders in strict 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 Shanghai Stock Exchange and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other relevant systems of the company, Work diligently and responsibly to promote the sustainable and stable development of the company. The main work report of the board of directors in 2021 is as follows:
1、 Review of key work in 2021
(I) adjust the development strategy and clarify the development direction
During the reporting period, the professional restructuring of state-owned assets and state-owned enterprises in Shanxi accelerated. In order to seize the opportunity and turn policy dividends into development power, after deliberation and discussion by the board of directors, the company decided to adjust the development strategy based on the "double carbon" goal and take the new material industry as the development direction of the company in the future. At the same time, the company's positioning and industrial development direction will be announced through the change of the company's name and securities abbreviation.
(II) anchor the development direction of new materials and lay out the degradable plastics industry
During the reporting period, the company seized the market outlet of the "plastic ban order", anchored the field of biodegradable new materials, and arranged 60000 T / a PBAT biodegradable new materials, 20000 t / a biodegradable modified materials and plastic products and a full series of 20000 t / a biodegradable new materials projects. After the completion of the project, it will further consolidate the company's real industry and effectively promote the implementation of the company's new development strategy.
(III) start the work of non-public offering and serve the construction of raised investment projects
In order to improve asset quality and build sustainable development capacity, the company launched non-public offering of shares during the reporting period. In this non-public offering, it is planned to issue no more than 100 million ordinary shares of the company to no more than 35 qualified investors, and the raised funds will not exceed 550 million yuan. After deducting the issuance expenses, all the raised funds will be used for the construction of degradable plastics related projects of the company, so as to effectively ensure the fund supply of raised investment projects and optimize the capital structure of the company after the project is put into operation.
At present, the plan for this non-public offering of shares has been deliberated and adopted by the board of directors and the general meeting of shareholders.
2、 Daily work of the board of directors in 2021
(I) changes in the members of the board of directors
The seventh board of directors of the company consists of 9 directors, including 6 non independent directors and 3 independent directors. On February 23, 2021 and March 11, 2021, the company held the second meeting of the seventh board of directors and the first extraordinary general meeting of shareholders in 2021 respectively, deliberated and adopted the proposal on requesting the removal of directors and the proposal on requesting the election of directors, removed Mr. Wei Hongliang from his position as a director, and elected Mr. Wu Yuehua as a director of the company.
On February 23, 2021, the company received the resignation of Mr. Wang Jun, an independent director. Mr. Wang Jun resigned as a director of the company and relevant positions of the special committee of the board of directors of the company due to his reappointment as an independent director of the company for 6 years. His resignation shall take effect after the company elects a new independent director.
On April 28, 2021 and May 20, 2021, the company held the third meeting of the seventh board of directors and the 2020 annual general meeting of shareholders respectively, deliberated and adopted the proposal on the election of independent directors, and by elected Mr. Yang Zhijun as the independent director of the seventh board of directors of the company.
On May 11, 2021, Mr. Zhang Xusheng, chairman of the company, resigned from the relevant positions of chairman, director and special committee of the board of directors due to work adjustment.
On May 13, 2021 and May 31, 2021, the company held the fourth meeting of the seventh board of directors, the second extraordinary general meeting of shareholders in 2021 and the sixth meeting of the seventh board of directors respectively, deliberated and adopted the proposal on the election of directors and the proposal on the election of the chairman of the seventh board of directors, and elected Mr. Feng Zhiwu as the director of the seventh board of directors Elect Mr. Feng Zhiwu as the chairman of the seventh board of directors of the company.
On June 10, 2021, the company received the resignation of Mr. Zhou ronghua, an independent director. Mr. Zhou ronghua resigned as an independent director of the seventh board of directors and a member of the special committee of the board of directors for personal reasons. His resignation shall take effect after the company elects a new independent director.
On July 29, 2021 and August 17, 2021, the company held the eighth meeting of the seventh board of directors in 2021 and the third extraordinary general meeting of shareholders in 2021, deliberated and adopted the proposal on the election of independent directors, and elected Mr. jijunhui as the independent director of the seventh board of directors.
The current board members are:
S / N title name employment date
1 Chairman Feng Zhiwu May 31, 2021
2 director Wu Yuehua March 11, 2021
3. Director Li Yunfeng December 3, 2019
4 director Luo Weijun December 3, 2019
5. Director Wu Jianning May 20, 2020
6. Director Jing Hongsheng December 3, 2019
7 Independent Director Tian Wanglin November 16, 2016
8 independent director Yang Zhijun May 20, 2021
9 independent director Ji Junhui August 17, 2021
(II) operation of the board of directors in 2021
The board of directors performs its functions in strict accordance with the decision-making process and effectively ensures that major matters are fully demonstrated before and during the meeting
With strict decision-making and rapid implementation after the meeting, the functions of the board of directors have been brought into full play. Annual call
16 meetings of the board of directors were held, and regular reports, nominations of directors, related party transactions
Major issues such as the renewal of the accounting firm, the amendment of the articles of association and the appointment of senior executives were reviewed, and some issues were
Submit to the general meeting of shareholders for deliberation.
Specific considerations are as follows:
No. meeting time and proposal of the board of directors
Seven sessions, once in 2021
1. Proposal on payment of economic compensation and other related expenses to investors on January 15, 2021
Board of directors
Proposal on dismissing the general manager of the company
Proposal on the appointment of the general manager of the company
Second session of the seventh session in 2021
2. Proposal on requesting the removal of directors on February 23, 2021
Board of directors
Proposal on proposing to elect candidates for directors
Proposal on convening the first extraordinary general meeting of shareholders in 2021
Work report of the board of directors in 2020
General manager's work report of the company in 2020
2020 annual report and summary of the company
Report on the work of independent directors of the company in 2020
The third proposal of the seventh 2021 session on the company's 2020 financial final accounts and 2021 financial budget 3 202104-28
Plan of the board of directors on profit distribution of the company in 2020
Performance report of the audit committee in 2020
Self evaluation report on internal control in 2020
2020 internal control audit report
Proposal on the company's 2020 business plan
Proposal on the provision for impairment of large assets in 2020
Proposal on the implementation of daily related party transactions in 2020 and the ratification of the added part and the plan of daily related party transactions in 2021
Proposal on employing the company's financial audit institution and internal control audit institution in 2021
Proposal on the company's outstanding losses exceeding one third of the total paid in share capital proposal on adjusting the members of the special committee of the seventh board of directors of the company
Proposal on the company's formulation of the management system for directors, supervisors and senior managers to hold and buy and sell shares of the company
Proposal on formulating the management system of media interview and investor research reception proposal on Revising the management measures of information disclosure
Proposal on nominating candidates for independent directors of the seventh board of directors of the company
Proposal on adjusting the remuneration of independent directors
Proposal on providing guarantee for wholly-owned subsidiaries
Proposal on applying for working capital loan from Credit Union
Proposal on convening the 2020 annual general meeting of shareholders
Report and text of the first quarter of 2021
Proposal on changes in accounting policies
