Gansu Engineering Consulting Group Co.Ltd(000779)
Work report of the board of directors in 2021
In 2021, the board of directors of Gansu Engineering Consulting Group Co.Ltd(000779) (hereinafter referred to as “the company”) earnestly performed the functions and powers of the board of directors entrusted by the general meeting of shareholders, strictly implemented the resolutions of the general meeting of shareholders, and further promoted the three-year action plan for the reform of state-owned enterprises in strict accordance with the provisions of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws, regulations and normative documents, the articles of association, the rules of procedure of the board of directors and other governance systems The pilot work on the functions and powers of the board of directors has continuously standardized the corporate governance structure, ensured that the board of directors of the company can make scientific decisions and standardize the operation, and effectively protected the interests of the company and all shareholders.
1、 Operation in 2021
During the reporting period, the company achieved an operating revenue of 25820396 million yuan, a year-on-year increase of 4.09%; The net profit attributable to the shareholders of the listed company was 3269397 million yuan, with a year-on-year increase of 6.39%. The group made steady progress and steadily improved the quality, and achieved a good start in the high-quality development of the company in the 14th five year plan.
2、 Performance of the board of directors
(I) standardize the daily operation of the board of directors and ensure that all decisions are scientific and standardized
In 2021, the board of directors of the company held 9 meetings. The convening and voting procedures of the meetings were in line with the provisions of the company law, the articles of association and other laws, regulations and normative documents. All directors attended each meeting in person and carefully considered all the proposals submitted to the board of directors. The details are as follows:
1. The 19th meeting of the 7th board of directors was held on March 31, 2021 in the form of on-site meeting and communication voting, The meeting deliberated and adopted the proposal on the change of accounting policies, the proposal on the implementation plan of the pilot work of implementing the functions and powers of the board of directors, the proposal on the implementation plan of the tenure system and contractual management of the members of the management and the establishment of professional manager system, the measures for the administration of corporate guarantees and the measures for the administration of external donations of the company.
2. The 20th meeting of the 7th board of directors was held in the form of on-site meeting on April 15, 2021, The meeting deliberated and approved the proposals on the work report of the board of directors in 2020, the work report of the general manager in 2020, the annual report and report summary in 2020, the final financial statement and audit report in 2020, the financial budget report in 2021, the profit distribution plan in 2020, the internal control evaluation report in 2020, and the engagement of the audit organization in 2021 The proposal on the company’s expected daily connected transactions in 2021, the shareholder return plan for the next three years (20212023), the proposal on the achievement of the company’s major asset restructuring performance commitments and the impairment test results at the expiration of the commitment period, the proposal on convening the 2020 annual general meeting of shareholders, the management measures for the authorization and entrustment of the company’s legal representative, and the proposal on the proposed distribution of profits by wholly-owned subsidiaries to the parent company. 3. The 21st Meeting of the 7th board of directors was held on April 22, 2021 by means of on-site and communication voting. The meeting considered and adopted the proposal on the establishment of a limited liability company by the cooperation between the Architectural Design Institute, a wholly-owned subsidiary of the company, and Lanzhou Anning Urban Development Group Co., Ltd. 4. The 22nd Meeting of the 7th board of directors was held in the form of on-site meeting on April 28, 2021. The meeting deliberated and adopted the first quarter report of the company in 2021.
5. The 23rd Meeting of the 7th board of directors was held in the form of on-site meeting on August 18, 2021. The meeting considered and adopted the summary of the 2021 semi annual report, the full text of the 2021 semi annual report, the proposal on the management measures of the chairman’s office, the proposal on the management measures of the proposal of the board of directors and the proposal on the inspection and supervision measures of the resolution of the board of directors.
6. The 24th Meeting of the 7th board of directors was held in the form of on-site meeting on August 31, 2021, The meeting deliberated and adopted the proposal on the proposed repurchase and cancellation of some restricted shares granted but not yet lifted, the proposal on applying for bank credit and providing guarantee for wholly-owned subsidiaries, the proposal on Amending the rules of procedure of the special committee of the company’s board of directors, the proposal on the working rules of the Secretary of the company’s board of directors, and the proposal on electing members of the special committee of the company’s board of directors Proposal on increasing capital of wholly-owned subsidiaries of the company and proposal on convening the first extraordinary general meeting of shareholders in 2021.
7. The 25th meeting of the 7th board of directors was held in the form of on-site meeting on October 25, 2021. The meeting considered and adopted the third quarter report of the company in 2021, the proposal to amend the articles of association, the proposal to amend the rules of procedure of the general meeting of shareholders, the proposal to amend the rules of procedure of the board of directors, the proposal to amend the working rules of the management, and the proposal to convene the second extraordinary general meeting of shareholders in 2021.
8. The 26th meeting of the seventh board of directors was held in the form of on-site meeting on November 22, 2021. The meeting considered and adopted the proposal on electing non independent directors of the seventh board of directors and the proposal on convening the third extraordinary general meeting of shareholders in 2021.
9. The 27th meeting of the 7th board of directors was held on December 6, 2021 in the form of an on-site meeting, which deliberated and adopted the outline of the Gansu Engineering Consulting Group Co.Ltd(000779) “14th five year plan” development plan, the proposal on delaying the implementation of commitments related to the issuance of shares to purchase assets, the proposal on the achievement of the first release of restrictions in the 2019 stock incentive plan, and the proposal on convening the fourth extraordinary general meeting of shareholders in 2021 。
(II) strictly implement the resolutions of the general meeting of shareholders to ensure the smooth implementation of all resolutions
In 2021, the company held five general meetings of shareholders, all of which were convened by the board of directors. The board of directors organized the general meeting of shareholders in a standardized manner. The board of directors of the company earnestly implemented the resolutions of the general meeting of shareholders, promoted the smooth implementation of the proposals adopted by the general meeting of shareholders, ensured the majority of shareholders’ right to know, participate and vote on major matters of the company, and effectively safeguarded and protected the interests of all shareholders. 1. On May 14, 2021, the board of directors organized and held the 2020 annual general meeting of shareholders. The work report of the company’s board of directors in 2020, the work report of the company’s board of supervisors in 2020, the company’s annual report and report summary in 2020, the company’s final financial statement and audit report in 2020, the company’s financial budget report in 2021, the company’s profit distribution plan in 2020, hiring the company’s audit institution in 2021, and the shareholder return plan for the next three years (20212023) were reviewed and approved Proposal on the achievement of the performance commitment of the company’s major asset restructuring and the impairment test results at the expiration of the commitment period.
On June 4, 2021, according to the 2020 profit distribution plan, the company distributed a cash dividend of RMB 2.00 (including tax) to all shareholders for every 10 shares, with a total cash dividend of RMB 760661 million. The profit distribution plan of the company complies with the relevant requirements for profit distribution in the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association. The profit distribution plan takes into account the immediate and long-term interests of shareholders, matches the operating performance and future development of the company, conforms to the development plan of the company, and does not damage the interests of shareholders of the company, especially small and medium-sized shareholders.
2. On September 16, 2021, the board of directors organized and held the first extraordinary general meeting of shareholders in 2021. The proposal on the proposed repurchase and cancellation of some restricted shares granted but not yet lifted the restriction on sales and the proposal on applying for bank credit and providing guarantee for wholly-owned subsidiaries were deliberated and adopted. 3. On November 10, 2021, the board of directors organized and held the second extraordinary general meeting of shareholders in 2021. Deliberated and passed the proposals on Amending the articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors.
4. On December 8, 2021, the board of directors organized and held the third extraordinary general meeting of shareholders in 2021. The proposal on the election of non independent directors of the seventh board of directors of the company was deliberated and adopted.
5. On December 22, 2021, the board of directors organized and held the fourth extraordinary general meeting of shareholders in 2021. The proposal on delaying the performance of commitments related to the issuance of shares to purchase assets was deliberated and adopted.
(III) performance of independent directors
During the reporting period, the independent directors of the company carefully considered various proposals in strict accordance with the provisions and requirements of the company law, the guiding opinions on the establishment of independent directors in listed companies, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association and other relevant laws, regulations and normative documents. For matters requiring prior approval or independent opinions from independent directors, they have expressed relevant opinions as required, actively safeguarded the interests of the company and the legitimate rights and interests of minority shareholders, and gave full play to the role of independent directors.
（4） Performance of each special committee of the board of directors
The board of directors of the company consists of four special committees: Strategy Committee, audit committee, nomination committee, remuneration and assessment committee. The main responsibility of each committee is to assist the board of directors in providing advice and suggestions on matters requiring decision-making. The special committees of the board of directors held meetings in strict accordance with the articles of association, the rules of procedure of the board of directors and the working rules of each committee, performed their duties, put forward opinions and suggestions on relevant work, and played an important role in the scientific decision-making of the board of directors. 1. Strategic Investment Committee: during the preparation of the company’s “14th five year plan”, the strategic investment committee analyzed the company’s external situation and internal conditions in combination with the company’s industry characteristics and development advantages, and put forward practical suggestions on the determination of the company’s “14th five year plan” development strategy and industrial optimization layout, which effectively promoted the scientific and prudent decision-making of the board of directors.
2. Audit Committee: during the reporting period, the audit committee inspected and supervised the operation of the company’s internal control in accordance with the rules of procedure of the audit committee of the board of directors, assessed the implementation effect and efficiency of internal control, put forward improvement suggestions in time, and urged the continuous improvement of the company’s internal control system. During the preparation of the company’s periodic report, through communication with the annual audit accountant, urge the audit institution to carry out the audit work according to the plan, review and vote on the company’s annual financial and accounting statements and the proposal to hire an audit institution, and give full play to the supervision role of the Audit Committee in the preparation of periodic report and information disclosure.
3. Nomination Committee: during the reporting period, the nomination committee performed its duties in accordance with the rules of procedure of the nomination committee of the board of directors and reviewed the candidates for non independent directors of the seventh board of directors.
4. Remuneration and assessment committee: during the reporting period, the remuneration and assessment committee reviewed the lifting of restrictions in the first lifting period of the company’s equity incentive plan in accordance with the 2019 restricted stock incentive plan.
(V) actively fulfill the obligation of information disclosure and strive to improve the quality of information disclosure
In 2021, the board of directors of the company earnestly fulfilled the obligation of information disclosure in strict accordance with the requirements of relevant laws, regulations and normative documents such as the company law, the stock listing rules, the articles of association and the company’s information disclosure management system, and timely prepared and disclosed the company’s regular reports and interim reports to ensure the authenticity, accuracy and integrity of the company’s information disclosure. A total of 65 announcements were disclosed throughout the year, without major omissions, and all the disclosed information met the regulatory requirements of Shenzhen Stock Exchange. (VI) protect the interests of investors and do a good job in insider information management
In 2021, the board of directors of the company attached importance to the management of investor relations, actively interacted with investors through diversified channels, and timely answered questions about corporate governance, business status, development prospects and other aspects concerned by investors. In the whole year, it answered 21 investor questions on the interactive platform, with a response rate of 100%. The company held an online performance briefing in 2020 on panorama.com, which answered 23 questions about dividends, operation and performance interpretation concerned by investors, and further enhanced the majority of investors’ understanding of the company. During the reporting period, the board of directors strictly implemented the sensitive information management measures, insider information control system and other rules and regulations. The office of the board of directors of the company registered and reported insider information according to law. All directors, supervisors, senior managers and other relevant insiders were able to strictly implement the obligation of confidentiality in the window period and sensitive period when major matters such as regular reports were not disclosed to the public, The company has not disclosed insider information or insider trading in violation of regulations or advised others to buy and sell the company’s shares.
3、 Key work of the board of directors in 2022
2022 is the key year for the implementation of the 14th five year plan, and it is also the year for the company to seize the momentum of reform and innovation and start building a first-class engineering technology industry group in an all-round way. The board of directors of the company will unite as one, earnestly perform various responsibilities, actively implement the company’s development strategy, do a solid and steady job, and strive to repay all shareholders with better performance.
(I) make scientific decisions and continuously improve the level of corporate governance
In 2022, the board of directors will thoroughly implement the spirit of the securities law and the opinions of the State Council on further improving the quality of listed companies, orderly promote the election and appointment of the eighth board of directors and management, further strengthen the construction of the board of directors, urge the members of the board of directors to continue to strengthen their study, enhance the ability of directors to perform their duties, and give full play to the professional functions of the board of directors, special committees and independent directors, Ensure the standardized and efficient operation and prudent and scientific decision-making of the board of directors and all special committees, continuously improve the scientific decision-making ability and the standard governance level of the company, and promote the high-quality development of the company.
(II) strengthen the guidance on the operation and management of the company
The board of directors will pay close attention to the company’s business development trend, actively provide necessary services and support, carefully inspect and urge the management to effectively implement and strictly implement the company’s strategic plan, business plan and various resolutions adopted by the general meeting of shareholders and the board of directors, guide the management to deepen their main business around the annual business objectives, and ensure the implementation and implementation of various plan objectives
