Work report of the board of directors in 2021
Dear shareholders
The board of directors strictly abides by the provisions of the company law, the securities law and other laws, administrative regulations, normative documents and the articles of association, earnestly performs the responsibilities entrusted by the general meeting of shareholders, standardizes operation, makes scientific decisions, and actively promotes the development of all businesses of the company. The work report of the board of directors in 2021 is hereby reported as follows:
1、 Review of the work of the 2021 annual general meeting of shareholders and the board of directors
(I) implementation of shareholders’ meeting and resolutions
In 2021, the board of directors convened two general meetings of shareholders to consider and approve seven ordinary resolutions, mainly including the work report of the board of directors (supervisors) in 2020, the final accounts in 2020, the profit distribution plan, related party transactions, the renewal of accounting firm, the provision of guarantee for Yangquan thermal power company and other matters. By the end of 2021, the implementation of the resolutions of the general meeting of shareholders is as follows:
1. On May 13, 2021, the 2020 annual dividend distribution was completed, and a cash dividend of 1.70 yuan (including tax) was distributed to all shareholders for every 10 shares.
2. In 2021, corporate bonds will be issued to professional investors in two phases, raising 2.5 billion yuan.
(II) board meeting
In 2021, the board of directors of the company held 4 regular meetings and 3 temporary meetings. The convening, convening and resolution of each meeting met the relevant provisions of laws, administrative regulations, normative documents, the articles of association and the rules of procedure of the board of directors. The main topics considered by the previous board of directors are as follows: 1. Consideration of corporate governance matters:
(1) The company implements the tenure system of management members and contractual management;
(2) Establish the company’s management system for shares held by directors, supervisors and senior managers and their changes;
(3) Revise the company’s information disclosure management system;
(4) Revise the company’s registration and management system for insiders;
(5) Revise the measures for the administration of external guarantees of the company;
(6) Self evaluation report of the company’s internal control in 2021.
2. Review matters related to the company’s business, mainly including:
(1) The company’s annual budget and final accounts report and annual profit distribution plan;
(2) Report on the withdrawal and write off of various asset impairment reserves in 2021;
(3) Proposal on the change of the company’s accounting policies;
(4) Proposal on the change of accounting estimate of the company’s fixed assets;
(5) The company’s business plan for 2021;
(6) The company’s 2020 annual report and the first quarter, semi annual and third quarter reports of 2021. 3. Consideration of external guarantees:
Provide guarantee for the joint-stock company Huayang construction investment Yangquan Thermal Power Co., Ltd. to apply for loans from the National Development Bank.
4. Consideration of entrusted loans:
Hebei Huadian Nuclear Power Co., Ltd.
5. Consideration of related party transactions:
(1) Expected daily related party transactions in 2021;
(2) It is expected that the related financial business with Hebei Construction Investment Group Finance Co., Ltd. in 2021;
(3) Related party transactions of Hebei Shenyuan Industrial Co., Ltd. borrowing from CCDI small loan company.
6. Annual auditor employed:
Propose to the general meeting of shareholders to renew the appointment of Lianda Certified Public Accountants (special general partnership) to undertake the audit of the company’s accounting statements and internal control in 2021.
(III) work of special committees of the board of directors
The special committees of the board of directors of the company earnestly performed their duties in accordance with their respective working rules, gave full play to the professional functions of the special committees, and promoted the continuous improvement of the scientific decision-making of the board of directors.
1. The audit committee of the board of directors held four meetings in 2021 to review the interim financial reports for 2020 and 2021, the internal control evaluation report for 2020 and the renewal of the audit institution.
2. The remuneration and assessment committee of the board of directors held a meeting in 2021 to review the annual salary cashing plan of the company’s senior executives in 2020.
(IV) performance of independent directors
In 2021, the independent directors of the company strictly maintained their independence, fulfilled their duties and obligations, actively participated in corporate governance and decision-making activities, carefully considered various topics of the board of directors, expressed independent opinions on major matters, and played a due role in safeguarding the legitimate rights and interests of the company and all shareholders.
(V) adhere to standardized operation and continuously improve the level of corporate governance
1. Further improve the construction of corporate governance system
In strict accordance with the requirements of the company law, the securities law, the guidelines for the governance of listed companies and relevant laws and regulations, the company has adhered to standardized operation and safeguarded the interests of all shareholders. During the reporting period, the operation of the “three meetings” of the company was standardized, and the decision-making procedures and rules of procedure established by the company were democratic and transparent; The responsibilities of the management are clear, the check and balance supervision mechanism operates effectively, and the internal supervision and feedback system is sound. According to the requirements of the newly issued regulatory rules, we have continuously improved the normative system of corporate governance, revised the management system of information disclosure and the registration and management system of insiders, and separately established the management system of company shares held by directors, supervisors and senior managers and their changes, so as to ensure that the development of corporate governance activities meets the regulatory requirements of listed companies on the basis of standardized systems.
2. Implement the tenure system of managers and contractual management to further stimulate the vitality of enterprises
In order to implement the decision and deployment of the State Council on establishing and improving the market-oriented operation mechanism, the company implements the tenure system and contractual management of the management, effectively implements the performance appraisal right and salary management right of the board of directors for senior managers, further stimulates the vitality of the enterprise and continuously improves the decision-making and management ability of the enterprise.
3. Continue to standardize information disclosure and improve the quality of information disclosure
The board of directors of the company adheres to the guidance of investors’ needs, strictly follows the principle of fair information disclosure, ensures the authenticity, accuracy, integrity, timeliness and fairness of information disclosure, transmits the value of the company with high-quality information disclosure, and ensures the shareholders’ right to know. In 2021, the company disclosed 103 announcements in a timely, accurate, true and complete manner. In the practice of information disclosure, the board of directors of the company has continuously improved the depth and breadth of the contents of periodic reports, and actively increased voluntary announcement disclosure, further improving the adequacy and effectiveness of the company’s information disclosure.
4. Continuously optimize the construction of internal control system and enhance the effectiveness of internal control
In 2021, in accordance with the provisions of the basic norms of enterprise internal control and its supporting guidelines, other internal control regulatory requirements and the provisions and requirements of the company’s internal control, the company adhered to risk control as the guidance, business process as the core, internal control as the means and management system as the guarantee, and continuously improved and optimized various important business processes through continuous supervision and effective evaluation of the operation of the company’s internal control, Timely improve the construction of internal control system, promote the internal control system to adapt to the changes of external environment and internal management needs, comprehensively improve the company’s ability to prevent and resolve major risks, and escort the sustainable and healthy development of the company.
5. Actively carry out investor relations management and create a good capital market environment
Pay attention to the management of investor relations, take the maximization of the value of the company and shareholders as the starting point, carry out investor relations activities through various channels in accordance with the principles of fairness, impartiality and openness, show the internal value of the company to investors, widely listen to the opinions and suggestions of investors, and realize the benign interaction between the company and investors. Throughout the year, we answered more than 230 investor hotlines, answered more than 120 questions from interactive e-commerce network, and actively participated in the “2020 online performance briefing of Listed Companies in Hebei Province” hosted by the securities regulatory bureau and the Hebei station activity of the first anniversary of the new law by the service center for small and medium-sized investors of China Securities Exchange of Shenzhen Stock Exchange, so as to actively display the company’s image and spread the company’s development concept.
2、 Main operating results in 2021
(I) production
In 2021, under the joint influence of the supply and demand situation in the power and coal markets, according to the comparable caliber, the company’s holding and operating power generation company completed 36.297 billion kwh of on grid power in the whole year, a year-on-year decrease of 7.46%; The average utilization hours of generator units were 4261 hours, a year-on-year decrease of 396 hours. The average on grid settlement price was 366.06 yuan / MWh, a year-on-year increase of 0.27%. The average unit price of standard coal of the holding and operating power generation company was 865.83 yuan / ton, a year-on-year increase of 53.70%. In the heating season from 2021 to 2022, the company’s heating coverage reached 200 million square meters, with a year-on-year increase of 23.46 million square meters. In 2021, the company sold 578274 million GJ of heat, with a year-on-year increase of 1.2234 million GJ.
At present, the company has 12 holding power generation companies, 1 power sales company and 12 participating power generation companies; The company controls the installed capacity of 9.15 million kW in operation, 700000 kW in construction and 9.62 million kW in equity operation. The company has 4 holding heating companies and 2 joint-stock heating companies.
(II) operation and management
In 2021, the company did a good job in epidemic prevention and control, safe production and energy supply. There were no accidents such as personal casualties, major equipment damage and major environmental pollution throughout the year, and the situation of safety and environmental protection production was generally stable. In 2021, China’s power coal supply continued to be tight and the coal market price reached new highs. With a high sense of political responsibility and social responsibility, the company made every effort to strengthen the supply guarantee of working capital and fuel materials, strengthen the reliability management of equipment, maintain the stable operation of production and operation, make every effort to do a good job in energy supply, and successfully completed the energy supply tasks in important periods such as the 100th anniversary of the founding of the party, the “double festival” and the “two sessions”.
By the end of 2021, the company’s total consolidated assets were 38.528 billion yuan, an increase of 2.775 billion yuan or 7.76% over the beginning of the period; The owner’s equity attributable to the parent company was 9.593 billion yuan, a decrease of 2.934 billion yuan compared with the beginning of the period. In 2021, the company achieved an operating revenue of 15.041 billion yuan, a year-on-year decrease of 2.41%; The net profit attributable to the shareholders of the listed company was -2.210 billion yuan.
(III) optimize transformation and development
First, around the national “double carbon” goal and policy system, improve the company’s “14th five year plan”, formulate “double carbon” action plan, and strengthen green transformation and development. Through policies and measures such as strategic guidance, system preference and personnel allocation optimization, the enthusiasm of the whole system was fully mobilized, and a new photovoltaic standby capacity of 1640mw was added throughout the year; Carry out the investment and development of clean energy projects in Inner Mongolia Autonomous Region and establish Inner Mongolia Jineng new energy Co., Ltd Shijiazhuang Kelin Electric Co.Ltd(603050) Industrial Park integrated energy service project phase I distribution network, roof photovoltaic, heat pump cooling and heating combined supply, electric vehicle charging station project was completed, and the preliminary work of integrated energy service projects in real estate parks such as Hebei and Shanxi was actively promoted; Establish a hydrogen energy research center, coordinate the resource layout of hydrogen energy industry, and participate in the establishment of liquid hydrogen large-scale engineering R & D center; Using the existing power resources, develop and build the data center project and extend the industrial chain. The pilot project is under construction.
Second, the installed capacity of power generation has been further expanded. Completed the acquisition of 40% equity of qinre company and participated in Shanxi Yuxian 2 × The 1000MW project will realize double investment within the year, and Shouyang thermal power 2 × 350MW, Yangquan thermal power 2 × The construction of 660MW project was carried out in an orderly manner.
Third, the scale of heating business continues to maintain high growth. In the heating season from 2021 to 2022, the company’s heating coverage reached 200 million square meters, with a year-on-year increase of 23.46 million square meters. In 2021, the company sold 578274 million GJ of heat, with a year-on-year increase of 1.2234 million GJ. Actively promote the development of heating projects in the province, and the subsequent heating area can be increased by about 30 million square meters, and the heating capacity will be further improved.
Fourth, the power sales business continued to expand. In 2021, the subsidiary China Construction Investment and Power Technology Co., Ltd. represented 155 users in the regional markets of Hebei South Power Grid and Beijing Tianjin Tangshan, completed the power sales of 8.699 billion kwh, and continued to maintain the leading position in the regional market. The company actively adapts to the reform of the power system and has established a power marketing (quotation) center to coordinate the company’s power marketing and actively make preparations for spot trading in the power market.
Fifth, coordinate the company’s carbon asset business. In the first year, the company achieved 124 million yuan of carbon quota trading volume, and actively explored the carbon finance business of key industries and key projects in the province. Sunrong carbon started the establishment of China’s first Carbon Asset certification and financial transaction service platform.
(IV) improving quality and efficiency and environmental protection
In 2021, the company set up a power marketing center to coordinate the power generation business, strive to increase the efficiency of power generation and improve the revenue of power generation business. At the same time, we will take a series of measures to control fuel costs, such as purchasing coal at a limited price, improving the cashing of long-term cooperative coal, and strengthening the mixed combustion of economic coal. The company continues to tap potential and increase efficiency, and the management level of unit energy efficiency continues to improve. In the 2020 national benchmarking competition for energy efficiency level of large thermal power units, Cathay Pacific 11 units won the 4A winner of similar units in China; Units 5 and 6 of qinre company won the 3A winning unit, and unit 5 of qinre company entered the ranks of units with the best power supply coal consumption index of similar units.
The company adheres to green and low-carbon development, further improves the awareness of ecological and environmental protection, continuously strengthens the operation and maintenance of environmental protection facilities, and continues to promote the construction of green power plants. In 2021, the main emission indicators of the power generation enterprises affiliated to the company decreased significantly year-on-year, with a year-on-year reduction of 283.81 tons of SO2, a decrease of 11.19%; powder
The year-on-year emission reduction of dust was 29.12 tons, a decrease of 8%; NOx emission reduction was 200.03 tons year-on-year, a decrease of 5.34%. The emission concentration of nitrogen oxide is 20.6mg/nm3, the emission concentration of sulfur dioxide is 13.37mg/nm3, and the emission concentration of dust is 1.85mg/nm3, which is better than the deep emission reduction standard of Hebei Province. At the same time, the company continued to carry out non-ferrous plume treatment, deep emission reduction transformation, coal yard closure and other environmental protection treatment for some units, realizing the effective control of pollutant emission.
(V) scientific and technological innovation
In 2021, the company was established in the scientific and technological innovation research center
