Funeng Oriental Equipment Technology Co.Ltd(300173)
Annual work report of the board of directors in 2021
In 2021, the board of directors of Funeng Oriental Equipment Technology Co.Ltd(300173) (hereinafter referred to as “the company”) strictly complied with the company law, the securities law and other laws and regulations, departmental rules, normative documents and the relevant provisions of the articles of association, earnestly performed the responsibilities entrusted by the general meeting of shareholders, standardized operation and scientific decision-making, and actively promoted the development of various businesses of the company. The report on the work of the board of directors in 2021 is as follows:
1、 Overview of the company’s business review in 2021
In 2021, the company realized an operating revenue of 1164423 million yuan, an increase of 89.42% over the same period of last year; The net profit attributable to the shareholders of the listed company was -323231600 yuan, a decrease of 782000% over the same period of the previous year; The net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses was -327750700 yuan, a decrease of 698.01% over the same period of the previous year.
2、 Work of the board of directors during the reporting period
(I) board meeting
In 2021, the company held 14 meetings of the board of directors and considered and passed a total of 87 proposals. The convening and convening procedures of the board meeting of the company comply with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the board meeting. There are remuneration and assessment committee and audit committee under the board of directors. Members of each special committee can earnestly perform their duties and provide scientific and professional opinions and references for the decision-making of the board of directors. The independent directors of the company perform their duties independently and are not affected by the main shareholders, actual controllers and other units or individuals with interests in the company. The company’s independent directors and the Secretary of the board of directors have obtained qualification certificates and participated in relevant training as required. (II) meetings of special committees of the board of directors
1. Salary and assessment committee meeting
During the reporting period, the remuneration and assessment committee of the board of directors held three meetings, as follows:
(1) On April 13, 2021, the proposal on the 2020 annual salary assessment results of the company’s directors, the proposal on the 2020 annual salary assessment results of the company’s senior managers and the proposal on the 2020 annual salary assessment results of the company’s supervisors were reviewed and approved.
(2) On April 30, 2021, the proposal on submitting to the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s first stock option incentive plan in 2021 was deliberated and adopted.
(3) The proposal on the remuneration of senior management of the company in 2020 was reviewed and approved on June 24, 2021.
2. Meetings of the board of Auditors
During the reporting period, the audit committee of the board of directors held two meetings, as follows:
(1) On November 11, 2021, the internal audit operation rules and the Audit Scheme – Funeng Oriental Equipment Technology Co.Ltd(300173) procurement and asset management special audit were reviewed and approved.
(2) On December 29, 2021, the company reviewed and agreed to change the accounting firm; Reviewed and approved the company’s 2022 annual audit plan.
(III) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the company held five general meetings of shareholders, all of which were convened by the board of directors. The general meeting of shareholders is held on site in combination with online voting. All proposals count the votes of minority shareholders separately. The agenda of the general meeting of shareholders is arranged with shareholder speech procedures. The directors, supervisors and senior managers attending the meeting carefully listen to and patiently answer the questions of shareholders, so as to effectively protect the legitimate rights and interests of shareholders, especially minority shareholders. The general meeting of shareholders made decisions on relevant matters of the company according to law, and all resolutions were in compliance and effective. In accordance with the company law, the securities law and other laws and regulations as well as the relevant provisions of the articles of association, the board of directors of the company earnestly performed its duties, strictly implemented the resolutions of the general meeting of shareholders, and actively promoted the matters authorized by the general meeting of shareholders:
1. On January 15, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed a proposal on cash acquisition of 100% equity of Guangdong Funeng big data Industrial Park Construction Co., Ltd. and signing the equity transfer agreement and related party transactions.
2. On May 7, 2021, the company held the 2020 annual general meeting of shareholders, reviewed and approved the 2020 annual report and its summary, Report on the work of the board of directors in 2020, report on the work of the board of supervisors in 2020, financial statement report in 2020, proposal on the occupation of funds by the company’s controlling shareholders and other related parties in 2020, proposal on profit distribution plan in 2020, proposal on daily connected transactions in 2021 and special report on the deposit and actual use of raised funds in 2020 There are 14 proposals in the proposal on the renewal of the company’s accounting firm, the proposal on the company’s use of idle self owned funds for entrusted financial management, the proposal on the cancellation of Shenzhen Huanyu’s equity transfer agreement, the proposal on the development of bill pool business, the proposal on the adjustment of the company’s external guarantee limit and related party transactions, and the proposal on the employment of a special audit institution for issuing A-Shares to specific objects in 2021.
3. On July 12, 2021, the company held the second extraordinary general meeting of shareholders in 2021, Eight proposals including the proposal on the confirmation of the remuneration of the company’s senior managers in 2020, the proposal on the company’s guarantee for subsidiaries, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the implementation rules of the cumulative voting system, the profit distribution management system and the internal accountability of directors, supervisors and senior managers were reviewed and approved.
4. On October 11, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved two proposals: the proposal on the prediction of new daily connected transactions in 2021 and the proposal on the company’s acceptance of financial assistance from related parties and pledge of its own assets.
5. On October 27, 2021, the company held the fourth extraordinary general meeting of shareholders in 2021, deliberated and adopted a proposal on the election of non independent directors of the Fifth Board of directors.
(IV) improve corporate governance
1. corporate governance
In strict accordance with the requirements of the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other relevant laws and regulations, the board of directors has continuously improved the corporate governance structure, improved the level of information disclosure, continued to repay shareholders, improved the company’s internal control system, actively carried out the management of investor relations and effectively protected the rights and interests of investors, so as to further improve the level of corporate governance, Promote the standardized operation of the company. During the reporting period, the general meeting of shareholders and the board of directors of the company were held in strict accordance with relevant rules and regulations. All directors were able to earnestly perform their duties and perform their duties diligently. The corporate governance structure was in line with the provisions of the company law, the articles of association and other laws, regulations and normative documents.
2. Performance of directors of the company
The board of directors of the company consists of 9 directors, including 3 independent directors. The number and qualification of the board of directors meet the requirements of laws and regulations and the articles of association. The convening and convening of the board of directors meet the relevant provisions of the company law, the articles of association and so on.
During the reporting period, all directors of the company gave full play to their initiative and effectiveness in performing their duties and actively performed their duties in accordance with the requirements of relevant laws, regulations, rules and the articles of association. All directors carefully study relevant laws and regulations, actively participate in various trainings held by regulators, improve their professional level and enhance their ability to perform their duties.
The independent directors of the company diligently fulfilled the legal responsibilities and obligations of independent directors, actively attended relevant meetings, gave relevant opinions on matters requiring the prior approval or independent opinions of independent directors, put forward reasonable suggestions on the business development and operation management of the company, and played an independent supervision role. For the specific performance of independent directors, please refer to the work report of independent directors in 2021.
3. Implementation of information disclosure and insider information management
In 2021, the board of directors of the company conscientiously fulfilled the obligation of information disclosure and continuously improved the quality of information disclosure in accordance with the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and the requirements of the company’s information disclosure management system. In 2021, the company strictly implemented the insider management system, registered and reported the insider according to law, and reminded the insider such as directors, supervisors and senior managers of the company before the disclosure of regular reports and the window period of other major events. At the same time, the company’s directors, supervisors, senior managers and relevant personnel have continuously strengthened the publicity and learning of laws and regulations related to the prevention and control of insider trading, strengthened the awareness of confidentiality, and found no insider’s illegal use of insider information to buy and sell the company’s shares.
4. Investor relations management
The company has always attached great importance to the management of investor relations, actively interacted with investors through various channels and methods such as legal information disclosure, shareholders’ meeting, investor research, investor hotline, public email and interactive platform, and arranged special personnel to maintain the above channels and platforms.
3、 Priorities of the board of directors in 2022
In 2022, the board of directors of the company will continue to play a core role in corporate governance, organize and lead the company’s management and all employees to devote themselves to their work around the strategic objectives, earnestly fulfill the obligation of diligence and responsibility, ensure the sustainable and healthy development of the company, and strive to create good performance and return to shareholders. The board of directors will focus on the following aspects:
1. Continue to improve the standard operation and governance level of the company. The board of directors of the company will continue to do a solid job in the daily work of the board of directors. At the same time, the members of the board of directors will continue to strengthen their learning, improve their ability to perform their duties, and make scientific and efficient decisions on major matters of the company; Further establish and improve the company’s rules and regulations, optimize the company’s governance structure, strengthen the construction of internal control, improve the standard operation level, strictly promote the implementation of various systems, and establish a more standardized and transparent operation system of listed companies.
2. Do a good job in the company’s information disclosure. The board of directors of the company will continue to conscientiously and consciously fulfill the obligation of information disclosure and strictly control the information disclosure in strict accordance with the requirements of laws, regulations, normative documents and the articles of association, such as the company law, the securities law, the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, Effectively improve the standardized operation and transparency of the company.
3. Improve the company’s rules and regulations. In the next stage, the board of directors will vigorously improve the performance appraisal mechanism, internal supervision mechanism and accountability mechanism to provide institutional guarantee for the operation and development of the company. Continuously improve the internal control system and control system, continuously improve the standard operation level of the company, strictly implement the management and control of the business process, reduce costs and increase efficiency, and ensure the maximization of operating profits. At the same time, continuously improve the risk prevention mechanism to ensure the healthy, stable and sustainable development of the company.
Funeng Oriental Equipment Technology Co.Ltd(300173) board of directors April 21, 2022
