Shenzhen Jame Technology Corp.Ltd(300868)
Annual work report of the board of directors in 2021
In 2021, the board of directors of the company continuously improved the corporate governance structure in strict accordance with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), Shenzhen Stock Exchange GEM listed companies standardized operation guidelines (revised in 2020) and other laws and regulations, normative documents and relevant regulations and requirements of regulatory authorities Establish and improve the company’s internal management and control system. During the reporting period, according to the changes in the actual development of the company, the company revised the articles of association and various management systems in accordance with relevant regulations. At the same time, we will carry out in-depth corporate governance activities, constantly standardize the company’s operation and improve the level of corporate governance. The work of the board of directors in 2021 is reported as follows:
1、 Operation of the company in 2021
2021 is a year of change. After the company’s A-share listing on the gem on August 24, 2020, the company
Re sort and redefine the future long-term value. From January of the beginning of the year, the company officially launched strategic discussion and release, and successfully defined the group’s top ten strategic objectives in 2021. The company still unswervingly takes the key customer strategy and private brand strategy as the core, constantly strengthens the design, R & D and production capacity, explores organizational reform and innovation, creates a learning team, strengthens the awareness of social responsibility, and starts the upgrading of corporate compliance governance to scientific governance. In 2021, the company maintained a good trend of steady development. The annual operating revenue was 7167048 million, a year-on-year decrease of 16.15%, and the net profit was 268195 million, a year-on-year decrease of 74.79%. Stripping the strategic investment of raised investment projects and the impact of exchange rate changes, the net profit of the company was 663455 million, a year-on-year decrease of 52.20%.
2、 Review of the work of the board of directors in 2021
1. Convening of board meetings and implementation of resolutions
During the reporting period, the board of directors of the company held 9 meetings in total. The convening and voting procedures of the meeting were in line with the relevant provisions of the company law and the articles of association. The details are as follows:
Meeting time meeting session proposal
1. Proposal on using raised funds to increase capital to wholly-owned subsidiaries for the implementation of raised investment projects
2021-1-12 the fourth meeting of the third board of directors 2. Proposal on opening a special account for raised funds by a wholly-owned subsidiary and authorizing the signing of a four party supervision agreement for raised funds
3. Proposal on changing the implementation location of some investment projects with raised funds
4. Proposal on using the raised funds to replace the self owned funds invested in the raised projects in advance
5. Proposal on self inspection report on implementing main responsibility, improving governance level and realizing high-quality development
1. Proposal on 2020 annual report and its summary
2. Proposal on the work report of the board of directors in 2020
3. Proposal on the work report of the general manager in 2020
4. Proposal on the financial statement report of 2020
5. Proposal on financial budget report for 2021
6. Proposal on the fifth meeting of the third board of directors on April 22, 2021
7. Proposal on the self evaluation report on internal control in 2020
8. Proposal on the special report on the deposit and use of raised funds in 2020
9. Proposal on the remuneration scheme of directors and senior managers in 2021
10. Proposal on the report of the first quarter of 2021
11. Proposal on changing the registered address and amending the articles of Association
12. Proposal on convening the 2020 annual general meeting of shareholders
2021-6-18 1. Proposal of the sixth session of the third board of directors on appointing the person in charge of internal audit of the company
1. Proposal on the semi annual report of 2021 and the summary of the seventh meeting of the third board of directors on August 17, 2021
2. Proposal on the special report on the deposit and use of raised funds in the half year of 2021
1. Proposal on by election of non independent directors, the eighth meeting of the third board of directors on September 3, 2021, 2. Proposal on convening the first extraordinary general meeting of shareholders in 2021
1. Proposal on share repurchase scheme of the company 2. Proposal on applying for comprehensive credit line from banks and non bank financial institutions and providing guarantee line for wholly-owned subsidiaries
The 10th meeting of the third board of directors on October 28, 2021 1 1. Proposal on the company’s report for the third quarter of 2021
1. Proposal on reappointment of Daxin Certified Public Accountants (general special partnership) as the company’s audit institution in 2021
2. Proposal on Amending the articles of Association
202111-23 the 11th meeting of the third board of directors 3. Proposal on Amending the rules of procedure of the general meeting of shareholders
4. Proposal on Amending the rules of procedure of the board of directors 5. Proposal on convening the second extraordinary general meeting of shareholders in 2021
1. Proposal on the use of idle raised funds for cash management and idle self owned funds for investment and financial management and the validity period of the 12th meeting of the third board of directors on December 29, 2021
2. Proposal on convening the first extraordinary general meeting of shareholders in 2022
2. Performance of independent directors
In 2021, the independent directors of the company faithfully, diligently and independently performed their duties in strict accordance with the company law, the securities law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020) and other laws and regulations, normative documents, as well as the articles of association and the working system of independent directors, actively attended the meetings of the board of directors and the general meeting of shareholders as nonvoting delegates, and carefully considered various proposals of the board of directors, He expressed independent opinions on major issues of the company and gave full play to the role of independent directors and professional committees.
On the one hand, the independent directors of the company strictly reviewed the relevant matters submitted by the company to the board of directors, promoted the standardized operation of the company, and safeguarded the overall interests of the company and the interests of all shareholders, especially minority shareholders; On the other hand, he gave full play to his professional advantages, actively paid attention to and participated in the research on the development of the company, and put forward constructive opinions and suggestions for the company’s audit and internal control construction, salary incentive, nomination and appointment, strategic planning and other work.
For details, please refer to the work report of independent directors in 2021 disclosed by the company.
3. Performance of each special committee of the board of directors
(1) Audit Committee:
