Xinjiang Beiken Energy Engineering Co.Ltd(002828)
Work report of the board of directors in 2021
In 2021, in accordance with the requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, as well as the provisions of the articles of association, the rules of procedure of the board of directors and other systems, the board of directors of the company earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders, actively promoted the implementation of various resolutions of the board of directors, strictly implemented various resolutions of the general meeting of shareholders, and carried out various work diligently and responsibly, Constantly standardizing the corporate governance structure has promoted the sustainable and stable development of the company. It ensured the legal compliance of the company's business activities during the reporting period and effectively safeguarded the legitimate rights and interests of the company and all shareholders. The work of the board of directors in 2021 is reported as follows:
1、 Overall operation of the company
In 2021, affected by geopolitics, the world situation is complex and changeable, with more uncertain factors. The covid-19 pneumonia epidemic has been repeated, and the impact on economic activities is still obvious. Subject to the impact of environmental protection policies and the in-depth promotion of energy consumption control and supply side reform in the context of "double carbon", commodity prices have generally risen and fluctuated significantly. The above factors have a direct impact on the company's business activities in 2021.
In the face of difficulties, the board of directors of the company led the management and all employees to actively respond, operate steadily and overcome difficulties around the established strategic objectives. During the reporting period, the total operating income was 1143382800 yuan, an increase of 22.19% over the same period of last year; The net profit attributable to the shareholders of the listed company was 199473 million yuan, a decrease of 19.98% over the same period last year.
2、 Main work of the board of directors during the reporting period
(I) convening of the board meeting
In 2021, the company held 6 board meetings. The notice, convening, voting method and resolution content of the meeting comply with the provisions of relevant laws, regulations and the articles of association. The board of directors carefully and responsibly deliberated various proposals submitted to the board of directors, as follows:
Name of the meeting and time of the meeting
14th session of the 4th board of directors March 15, 2021 1 1 Review the proposal on the appointment of senior managers of the company.
1. Review the proposal of the company's 2020 general manager's work report; On April 14, 2021, the 15th session of the fourth session of the board of directors deliberated the proposal on the work report of the board of directors in 2020; 3. Review the proposal of the company's 2020 annual report and its summary;
4. Review the 2020 profit distribution plan of the company.
5. Deliberating the proposal of the 2020 internal control self evaluation report; 6. Review the proposal of the special report on the storage and use of raised funds in 2020;
7. Review the proposal of the company's 2021 annual financial budget report;
8. Deliberating the proposal on renewing the appointment of financial audit institutions in 2021; 9. Review the proposal on the company's application for comprehensive credit and financing line from financial institutions in 2021;
10. Deliberating the proposal on using self owned funds for cash management; 11. Deliberating the proposal on adjusting the remuneration scheme of senior managers of the company;
12. Review the proposal on appointing the head of the company's internal audit department; 13. Deliberating the proposal on changing the business scope of the company and amending the articles of Association;
14. Review the proposal on convening the 2020 annual general meeting of shareholders of the company.
On April 26, 2021, the 16th session of the 4th board of directors deliberated the proposal of the company's report for the first quarter of 2021;
1. Review the proposal on the proposed acquisition of part of the equity of Beijing Zhongneng Wanqi Energy Technology Service Co., Ltd;
2. Deliberating the proposal on the proposed establishment of wholly-owned subsidiaries by foreign investment; On May 21, 2021, the 17th session of the 4th board of directors deliberated the proposal on appointing the Secretary of the board of directors;
4. Deliberating the proposal on the appointment of securities affairs representatives;
5. Review the proposal on convening the first extraordinary general meeting of shareholders in 2021.
1. Deliberating the proposal of the 18th session of the 4th board of directors on August 12, 2021 on the full text and summary of the company's semi annual report in 2021;
2. Review the proposal on changes in accounting policies.
On October 28, 2021, the 19th session of the 4th board of directors deliberated the proposal on the company's report for the third quarter of 2021.
(II) implementation of resolutions of the general meeting of shareholders
In 2021, the company held one annual general meeting and one extraordinary general meeting, both of which were held by the directors
The meeting was convened. Convening and voting procedures of general meetings of listed companies comply with the law of the people's Republic of China
And other laws and regulations, normative documents and the provisions of the articles of association. The board of directors shall conscientiously implement the resolutions of the general meeting of shareholders
The resolution and the matters authorized by the general meeting of shareholders fully protect the legitimate rights and interests of all shareholders. The details are as follows:
Name of the meeting and time of the meeting
1. Review the proposal on the work report of the board of directors in 2020; 2. Review the proposal on the work report of the board of supervisors in 2020; 3. Review the proposal of the company's 2020 annual report and its summary; 4. Review the 2020 profit distribution plan of the company;
5. Deliberating the proposal of the 2020 internal control self evaluation report; 6. Review the special report on the deposit and use of raised funds in 2020 and the proposal of the 2020 general meeting of shareholders on May 7, 2021;
7. Review the proposal of the company's 2021 annual financial budget report; 8. Deliberating the proposal on renewing the appointment of financial audit institutions in 2021; 9. Review the proposal on the company's application for comprehensive credit and financing line from financial institutions in 2021;
10. Review the proposal on changing the business scope of the company and amending the articles of association.
The first temporary share in 2021: 1. Review the proposal on the proposed acquisition of part of the equity of Beijing Zhongneng Wanqi Energy Technology Service Co., Ltd. on June 7, 2021;
2. The Eastern Conference deliberated the proposal on the proposed establishment of wholly-owned subsidiaries by foreign investment.
(III) performance of independent directors
During the reporting period, the independent directors of the company carried out their work in accordance with the guiding opinions on the establishment of independent director system by listed companies, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, the articles of association, the working system of independent directors and other internal normative systems of the company. All independent directors actively attended the general meeting of shareholders, the board of directors and relevant special committee meetings of the company, Carefully deliberated various meeting proposals, actively participated in the decision-making of major matters of the company, issued independent opinions in accordance with laws and regulations, safeguarded the legitimate rights and interests of all shareholders and performed the basic duties of independent directors. At the same time, the independent directors of the company also understand the operation status of the company, the construction of internal control system and the implementation of the resolutions of the board of directors through various ways, and put forward reasonable opinions and suggestions for the operation and development of the company. The independent directors have not raised any objection to the proposals and other related matters considered at the previous meetings of the board of directors during the reporting period.
Independent directors Yang Qingli, LV Fusu and Liu Chunxiu submitted the 2021 annual report of independent directors to the board of directors and will report on their work at the 2021 annual general meeting of shareholders of the company.
(IV) performance of professional committees of the board of directors
During the reporting period, the special committees of the board of directors earnestly performed their duties according to the policy requirements and system norms, gave full play to their professional advantages and functional roles, and provided good support for the decision-making of the board of directors.
1. The audit committee shall regularly understand the company's financial status and operation, supervise and guide the internal audit department of the company
The company shall regularly and irregularly inspect and evaluate the operation of the company's financial management, supervise and urge the annual audit of the accounting firm, and fully communicate relevant issues in the audit process, so as to ensure the authenticity and accuracy of the company's financial data.
2. During the reporting period, the strategy committee had an in-depth understanding of the company's business status, development prospects, risks and opportunities in its industry, studied various major investment decisions of the company, put forward suggestions and reported them to the board of directors for discussion, ensured the scientificity of the company's development planning and strategic decisions, and provided strategic support for the sustainable and steady development of the company.
3. The remuneration and appraisal committee assessed the performance of directors, supervisors and senior managers in accordance with the rules of procedure of the remuneration and appraisal committee, the remuneration management system of directors and supervisors and the remuneration and performance appraisal management system of senior managers, combined with the actual situation of the company. 4. The nomination committee is mainly responsible for making suggestions on the candidates, selection criteria, procedures and performance ability of the company's directors and senior managers in accordance with the articles of association, rules of procedure of the nomination committee and other relevant provisions. During the reporting period, the nomination committee carefully inspected the qualifications and abilities of relevant directors and senior managers through multiple directions and channels, which further promoted the stability of the company's management team. There was no significant change in the company's management in 2021.
3、 Faithfully fulfill the obligation of information disclosure and strive to improve the quality of information disclosure
In 2021, the board of directors of the company strictly followed the Listing Rules of Shenzhen Stock Exchange and Shenzhen Stock Exchange
