China National Complete Plant Import And Export Co.Ltd(000151) 2021 annual general meeting of shareholders
Parliamentary documentation
Agenda of 2021 annual general meeting of shareholders
On site meeting time: 14:30 PM, May 17, 2022
Online voting time: May 17, 2022. Among them, the specific time of online voting through the trading system of Shenzhen stock exchange is: 9:15-9:25 am, 9:30-11:30 PM and 13:00-15:00 pm on May 17, 2022; The specific time of voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on May 17, 2022.
Venue of the on-site meeting: conference room of Zhongcheng group building company, No. 9, xibinhe Road, Andingmen, Dongcheng District, Beijing host: Mr. Zhang Peng, chairman of the board of directors 1. Read out the opening of the meeting 2. Matters to be considered at the meeting 1. Proposal on reviewing the work report of the board of directors of the company in 2021; 2. Proposal on reviewing the work report of the board of supervisors in 2021; 3. Proposal on deliberation of the company's 2021 annual financial statement report; 4. Proposal on reviewing the 2022 annual financial budget report of the company; 5. Proposal on reviewing the company's 2021 profit distribution plan; 6. Proposal on reviewing the company's profit distribution policy in 2022; 7. Proposal on reviewing the 2021 annual report and summary of the company; 8. Proposal on reviewing the implementation of the company's daily connected transactions in 2021 and the forecast of daily connected transactions in 2022;
9. Proposal on the holding subsidiary applying for working capital loan from Rongshi International Financial Management Co., Ltd; 10. Proposal on adjusting the audit fees of financial final accounts and internal control in 2021 and renewing the employment of the audit institution of financial final accounts and internal control in 2022; 11. Proposal on carrying out forward foreign exchange settlement and sales business; 12. Proposal on increasing the business scope of the company and amending the articles of Association; 13. Proposal on reviewing the work regulations of the board of directors of the company; 14. Proposal on adding directors of the company; 15. Proposal on signing financial service agreement with SDIC Finance Co., Ltd. 3、 Independent directors report on their work IV. voting on various proposals
Consideration item 1:
Proposal on signing financial service agreement with SDIC Finance Co., Ltd; For details, please refer to China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 15, 2022 Announcement issued.
2021 annual report and summary; 2021 annual profit distribution plan; 2022 profit distribution policy; Implementation of daily connected transactions in 2021 and forecast of daily connected transactions in 2022; Proposal on the holding subsidiary applying for working capital loan from Rongshi International Financial Management Co., Ltd; Proposal on adjusting the audit fees of financial final accounts and internal control in 2021 and renewing the employment of the company's financial final accounts and internal control audit institution in 2022; Proposal on carrying out forward foreign exchange settlement and sales business; Proposal on increasing the business scope of the company and amending the articles of Association; Regulations on the work of the board of directors; Proposal on adding directors of the company; For details of the above proposals, please refer to the company's announcement on China Securities Journal, securities times, securities daily and cninfo (www.cn. Info. Com. CN.) on April 23, 2022 Announcement issued.
Consideration item 2:
Work report of the board of directors in 2021
To all shareholders:
2021 is the first year for the company to implement the "14th five year plan" strategic plan, and it is also a key year for the company's transformation and development. The company conscientiously studied and implemented Xi Jinping the thought of socialism with Chinese characteristics in a new era and the spirit of the fifth and sixth plenary sessions of the 19th CPC Central Committee. Under the correct leadership and strong support of the state investment group and Zhongcheng group, the board of directors of the company continuously improved the corporate governance structure and established and improved the system suitable for the corporate governance structure in strict accordance with the company law, the securities law and other laws and regulations, the articles of association and other relevant provisions, Conscientiously perform the duties assigned by the general meeting of shareholders, make diligent and scientific decisions, continuously improve the standard operation level, promote the implementation of the company's strategy, and effectively safeguard the interests of the company and the rights and interests of all shareholders. The specific work report is as follows:
1、 Review of the company's operation and management
In 2021, covid-19 epidemic continued to spread, the virus continued to mutate, and the differentiation of economic recovery intensified. In the face of the severe and complex international situation, the company actively responded and actively sought change. Under the guidance of Xi Jinping new era socialism with Chinese characteristics and the spirit of the important speech of the Centennial "July 1" of the founding of the party, the management of the company led the employees to overcome difficulties and work hard to overcome the adverse effects such as the continuous spread of covid-19 epidemic and the limited flow of personnel and materials, and made great efforts to promote the resumption of work and production. Relying on the controlling shareholder Zhongcheng group, the company was given the new main business positioning of the investment and construction platform of environmental protection industry of SDIC group, On the basis of continuing to show its existing business, it actively focused on the environmental protection industry, made use of the existing business platform resources, took into account the international and Chinese markets, integrated and optimized the resource allocation, completed the reorganization of Yade company during the reporting period, increased the development and implementation capacity of environmental science and technology business while expanding relevant international engineering contracting business, and realized the transformation and development of the company to the field of environmental protection.
(I) operation
During the reporting period, the company turned losses into profits. The operating income was 215961271564 yuan, an increase of 21.29% over the same period last year; The operating profit was 8253750909 yuan, an increase of 138.70% over the same period last year; The net profit attributable to the shareholders of the listed company was 797261929 yuan, an increase of 102.89% over the same period last year. The main reasons for the company to turn losses into profits are as follows: 1. According to the strategic development plan, the company adjusted the staffing of operation and management institutions and departments, and implemented socialized management of retirees, resulting in a year-on-year decrease in expenses during the period; 2. The company overcame the difficulties of overseas epidemic situation and made great efforts to promote the progress of project implementation. The income and gross profit carried forward by the project increased compared with the same period of last year; 3. The company further strengthened the collection of project progress payment and recovered the progress payment of early-stage engineering projects. After impairment test, the provision amount of impairment loss in this period decreased significantly compared with the same period of last year; 4. The company completed the major asset restructuring of Yade company under the same control, and the merged party was included in the consolidation scope of the company, which increased the net profit of the company in the reporting period.
1. Complete equipment export and project contracting
Due to the adverse impact of the continuous spread of covid-19 pneumonia worldwide, the company's project under construction has limited personnel flow and material mobilization, resulting in the slowdown of the project progress. During the reporting period, the main projects under construction of the company are as follows:
(1) Samrod hotel project in Barbados: Despite the impact of objective factors such as epidemic situation and Limited Logistics in the country where the project is located, the on-site construction is still progressing smoothly.
(2) Technical transformation project of Cuban printing plant: affected by the epidemic, the installation and commissioning of the three plants have temporarily stalled.
(3) Vientiane life center project in Laos: affected by the continuous deterioration of the epidemic in Laos, the completion date of the project is extended after consultation with the owner.
(4) C ô te d'Ivoire dry port construction project: during the reporting period, the owner has paid the first advance of 15% self raised part to Zhongcheng C ô te d'Ivoire branch (receiving 15.25 billion West illegal francs, equivalent to 23.25 million euros). Zhongcheng C ô te d'Ivoire branch must complete the construction of project camps (including living and production camps of the general contractor and the construction unit) for the part that has received the advance payment. At present, the construction design of the Contractor's base has been approved by the owner, Other work is under way.
(5) Yade company has made great efforts to overcome the continuous impact of the local epidemic. There are 144 projects in the project contracting business, of which the implementation of new effective contracts accounts for about 55%. During the reporting period, the project contracting business achieved an operating revenue of 819 million yuan, an increase of 33% over the same period of last year.
In addition, the company overcame multiple difficulties and strengthened market development: in November 2021, China National Complete Plant Import And Export Co.Ltd(000151) and the Ministry of transport, engineering and water resources of Barbados government signed the contract for road upgrading and reconstruction project in Scotland, Barbados, with a contract amount of no more than RMB 815500000, which has not been started yet. In 2021, Yade company signed 67 new contracts for engineering contracting business, with a newly signed contract amount of 2.347 billion yuan, an increase of 330% over the same period of last year. The main newly signed projects are in Malaysia.
2. General trade: affected by multiple factors, during the reporting period, the company reduced the development scale of general trade business and carried out bulk grain and oil import business, mainly sesame imported from Mozambique.
3. Overseas industrial operation: in order to further optimize the allocation of resources, according to the needs of the company's operation and development, the company transferred all the equity of Zhongduo company in the form of public listing, with the transfer amount of 500000 yuan. At present, the transfer price has been received and relevant follow-up procedures are being handled.
4. Environmental Science and technology: in the environmental science and technology business segment, the company mainly has municipal solid waste (preparation and gasification of waste derived fuel, fermentation, composting and drying of organic waste, municipal sludge disposal, etc.), industrial hazardous waste disposal technology (including high-temperature harmless and recycling of hazardous waste, flue gas purification system, waste gas treatment system), energy and resource recovery technology, and water and wastewater treatment technology. In terms of industrial tail gas treatment, design and provide waste gas pollutant washing, adsorption, thermal oxidation / catalytic oxidation and other processes, provide turnkey projects and services, and ensure high requirements from process design, safety control system, treatment energy consumption, treatment efficiency and pollutant emission concentration. In terms of high-temperature harmless treatment technology of hazardous waste, it has technical reserves in waste treatment system and environmental management, and complete sets of technical solutions in gas, liquid and solid treatment. Provide customers with customized environmental protection solutions from engineering design, construction management, procurement logistics and operation services to ensure that the wastes and by-products produced by industrial enterprises in the manufacturing process are safely and properly disposed of before being discharged into the environment or reused.
The self-developed ledenox organic waste low-energy ultra-low nitrogen incineration technology and industrial application are in a leading position in the industry, and there are dozens of mature applications. The environmental emission standards provided for industrial customers are higher than Chinese standards (domestic waste incineration pollution control standard gb184852014 and hazardous waste incineration pollution control standard gb184842020) and European standards (EU industrial emission standard 2010 / 75 / EC), which can meet the higher requirements of many multinational customers. In 2021, the company signed 101 new contracts for environmental science and technology business, with a new contract amount of 646 million yuan, an increase of 304% over the same period last year; 117 projects have been implemented, of which the implementation of new effective contracts accounts for about 48%; During the reporting period, the operating revenue was 515 million yuan, an increase of 59.06% over the same period last year.
5. Composite material production: the company actively overcomes the impact of epidemic situation and raw material supply and price fluctuation. By taking measures such as improving production process and process, improving production efficiency, based on the original industry and customers, and expanding the application field and scope of products, the business scale of the company is still growing compared with 2020. In 2021, 12 new contracts were signed for composite materials business, with a new contract amount of 41.43 million yuan; During the reporting period, the operating income was 83.51 million yuan, an increase of 40.55% over the same period last year.
In addition, during the reporting period, focusing on the outline of the "14th five year plan", the company strengthened market research in subdivided industries, focused on the investment status, development of key technologies and core equipment in relevant fields of China's environmental protection industry, followed up and studied the entry modes of relevant business fields, and strengthened the docking of enterprises and institutions from all over China, It also carries out various business cooperation and technical exchanges with partners with technical and channel advantages in the industry, so as to promote the company to accelerate its integration into the new development pattern. At the beginning of 2022, SDIC Welle Environmental Group Co.Ltd(300190) Environmental Investment Co., Ltd., a joint venture jointly invested by the company, Zhongcheng group and Welle Environmental Group Co.Ltd(300190) completed the industrial and commercial registration procedures, and built an investment, construction and operation platform for municipal solid waste business.
(II) management
During the reporting period, the company adjusted the internal organization setting, optimized and adjusted the control system, and coordinated and optimized the management ability; Continuously consolidate the management foundation, strengthen internal control management, and comprehensively improve the management level and service level; Further improve the level of financial management, strengthen the management of exchange rate risk and prevent exchange rate risk; Strengthen the ability of compliance management and improve the compliance management system; Strengthen safety production management; Establish the Party committee of China National Complete Plant Import And Export Co.Ltd(000151) company, give full play to the leading role of Party organization politics, solidly carry out the study and education of party history, pay close attention to Party construction and the construction of Party style and clean government, strengthen the effective integration of Party construction and operation, and help the transformation and sustainable development of the company.
(III) capital operation
1. Non public offering of shares
During the reporting period, the company successfully introduced Gansu construction investment and BINGTUAN construction as the company's strategic investors, issued 41390728 non-public shares to them, and raised a total of 24999999712 yuan. On June 9, 2021, the above-mentioned new shares were listed on Shenzhen Stock Exchange. On June 15, 2021, after the deliberation and approval of the 15th meeting of the 8th board of directors, the company used the raised funds to replace the self raised funds, repaid the bank loans and paid the non-public offering expenses in advance, the balance of the raised funds account has been transferred to the company's account, and the raised funds have been used up in accordance with the regulations.
2. Major asset restructuring
During the reporting period, the company purchased 30% of the shares of Yade company held by Zhongcheng Hong Kong (corresponding to the number of 1500000 shares of Yade company) through Yucheng international, a wholly-owned subsidiary; Meanwhile, Zhongcheng Hong Kong entrusts its remaining 21% shares of Yade company and the voting rights corresponding to the shares of Yade company held in the future to Yucheng international free of charge, exclusively and irrevocably. 2021
On December 21, the transfer procedures were completed, and the company controlled 51% shares of Yade company
To achieve consolidated control over Yade.
2、 Daily work of the board of directors
(I) board meeting
In 2021, the company held 18 board meetings and considered 92 proposals,
All proposals were passed and effectively implemented.
Meeting session date disclosure date meeting resolution
Announcement on resolutions of the 7th Meeting of the 8th board of directors (Announcement No. 14-15)
