Work report of the board of directors in 2021
Tellgen Corporation(300642) (hereinafter referred to as “the company”) the board of directors is composed of 7 directors. The board of directors of the company is in strict accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the governance standards of listed companies (hereinafter referred to as “the governance standards”) Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as “Listing Rules”), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies (hereinafter referred to as “standardized operation”) and other laws, regulations and normative documents, as well as Tellgen Corporation(300642) articles of Association (hereinafter referred to as “articles of association”) The rules of procedure of Tellgen Corporation(300642) board of directors (hereinafter referred to as “the rules of procedure of the board of directors”) and other company systems, earnestly perform the duties of the board of directors entrusted by the general meeting of shareholders, strictly implement the resolutions of the general meeting of shareholders, carry out all work diligently, actively promote the implementation of the resolutions of the board of directors, constantly standardize the corporate governance structure of the company, and ensure the scientific decision-making and standardized operation of the board of directors. The work of the board of directors in 2021 is reported as follows:
1、 Main business indicators in 2021
In 2021, the company achieved a total operating revenue of 654588600 yuan, an increase of 33.70% over the same period last year; The operating profit was 1805385 million yuan, an increase of 36.51% over the same period last year; The total profit was 1781794 million yuan, an increase of 36.66% over the same period last year; The net profit attributable to the shareholders of the listed company was 1610828 million yuan, an increase of 33.62% over the same period last year; The basic earnings per share was 0.987 yuan, an increase of 33.38% over the same period last year; The weighted average return on net assets was 12.12%, an increase of 2.18% over the same period last year. See Section III “management discussion and analysis” of the full text of the company’s 2021 annual report for the specific operation. 2、 Operation of the board of directors
(I) corporate governance
During the reporting period, the company operated in accordance with the requirements of relevant laws, regulations and normative documents such as company law, securities law, governance standards, listing rules and standardized operation, continuously improved and improved the corporate governance structure, improved the company’s internal control system, and actively carried out investor relations management, so as to further improve the level of corporate governance and 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 convened and 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.
The board of directors of the company supervised and instruct the management and management departments to increase the intensity of project development and expand the market in depth according to the business objectives formulated at the beginning of the year. Facing the increasingly competitive market environment and the influence of the New Coronavirus epidemic, the board of directors of the company actively adjusts its management policy and achieves steady business results.
1. About shareholders and general meeting of shareholders
The company has established a corporate governance structure that can ensure that shareholders can fully exercise their rights and enjoy equal status. Shareholders enjoy their rights and undertake corresponding obligations according to their shares. The convening and convening of the general meeting of shareholders of the company shall be legal and in compliance with regulations, and ensure the legality and effectiveness of the general meeting of shareholders.
2. About controlling shareholders and listed companies
During the reporting period, the company remained independent from the controlling shareholders, actual controllers and their affiliates in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the CSRC on the independence of listed companies. The controlling shareholder and actual controller shall strictly regulate their own behavior, exercise their power and perform their obligations according to law. The company has independent business and operation autonomy, and the board of directors, board of supervisors and internal institutions of the company can operate independently. 3. About directors and board of directors
The composition of the board of directors of the company meets the requirements of laws and regulations and the articles of association. The directors of the company have the necessary knowledge, skills and quality to perform their duties, and can earnestly, faithfully and diligently perform their duties specified in the articles of association. While fully implementing various governance activities, the board of directors has continuously strengthened the learning of directors, supervisors and senior managers on corporate governance and regulatory laws and regulations, and further improved the sense of responsibility and performance ability of directors, supervisors and senior managers.
In accordance with the company law, the securities law, the articles of association and other relevant provisions, the three independent directors of the company earnestly perform the duties of independent directors, perform their duties diligently, actively participate in the general meeting of shareholders and the board of directors, and participate in the decision-making of major matters of the company.
During the reporting period, the independent directors did not raise any objection to the proposals considered at the previous board meetings and other matters of the company. The convening and convening of the board of directors shall be carried out in strict accordance with the articles of association, rules of procedure of the board of directors and other relevant provisions. The board of directors of the company actively implements the resolutions of the general meeting of shareholders and operates in a standardized manner; The board of directors earnestly performed its duties, supervised the implementation of the articles of association and various rules of procedure, further standardized the operation of the enterprise and improved the construction of internal control system.
The four special committees under the board of directors of the company, namely the strategy committee, the audit committee, the nomination committee and the remuneration and assessment committee, normally perform their duties and provide scientific and professional advice and reference for the decision-making of the board of directors. 4. Information disclosure and investor relations management
In accordance with the requirements of relevant rules, the company strictly implements the relevant provisions of information disclosure, issues regular reports, temporary announcements and relevant documents through the designated information disclosure media, fully performs the obligation of information disclosure, timely and fairly discloses information, and ensures that the disclosed information is true, accurate and complete without false records, misleading statements or major omissions. During the reporting period, the company timely fulfilled the obligation of information disclosure on corporate governance, operation, annual and semi annual profit distribution, implementation and progress of equity incentive plan, cash management of idle funds, changes in shareholders’ shareholding, share repurchase and other matters, further protected the legitimate rights and interests of investors, and made great efforts to realize the strategic management behavior of maximizing the value of the company and the interests of shareholders.
During the reporting period, on the premise of strictly fulfilling the obligation of disclosure, the Securities Affairs Department of the company carefully managed the company’s investor relations and coordinated the information communication between the company and securities regulatory authorities, shareholders, securities service institutions, media, etc. The company publicized the company’s address, contact number, e-mail and other information on the official website to facilitate investors to communicate with the company through the above channels, strengthen investors’ understanding of the company and promote the benign interactive relationship between the company and investors; Make full use of investor special lines, field research and other channels and methods to actively interact with investors, listen to investors’ voices, patiently answer investors’ questions, enhance investors’ understanding and recognition of the company, and timely transmit investors’ reasonable opinions and suggestions to the company’s management, continuously improve the company’s core competitiveness and investment value, and effectively protect the interests of investors.
(II) board meeting
During the reporting period, the board of directors of the company held 6 meetings of the board of directors, deliberated and approved the periodic report, granted stock options and restricted stocks to incentive objects, 2020 profit distribution plan, revised various internal systems of the company, 2021 semi annual profit distribution and capital reserve conversion plan, repurchased the company’s shares by means of centralized bidding transaction and other important matters, and fulfilled the decision-making and management responsibilities of the board of directors, Members of the board of supervisors and senior managers attended the meeting as nonvoting delegates.
The details are as follows:
1. On January 15, 2021, the company held the third meeting of the third board of directors through the combination of on-site and communication, and deliberated and adopted two proposals, namely, the proposal on adjusting the relevant matters of 2020 stock option and restricted stock incentive plan and the proposal on granting stock option and restricted stock to incentive objects.
2. On February 18, 2021, the company held the fourth meeting of the third board of directors in the form of communication meeting, and deliberated and adopted two proposals, namely, the proposal on changing the registered capital of the company and amending the articles of association and the proposal on appointing the person in charge of finance of the company.
3. On April 22, 2021, the company held the fifth meeting of the third board of directors by combining on-site and communication, deliberated and adopted the proposal on the work report of the board of directors in 2020, the proposal on the work report of the general manager in 2020, the proposal on the annual report and summary in 2020, and the proposal on the report on the deposit and use of raised funds in 2020 The proposal on the self-evaluation report of the company’s internal control in 2020, the proposal on the company’s audit report in 2020, the proposal on the company’s financial statement report in 2020, the proposal on the occupation of funds by the company’s controlling shareholders and their related parties, the proposal on the repurchase and cancellation of some restricted shares in the 2017 restricted stock incentive plan The proposal on the achievement of the conditions for lifting the restrictions during the third lifting period of the restricted stock incentive plan in 2017, the proposal on the company’s profit distribution plan in 2020, the proposal on Amending the articles of association, the proposal on the confirmation of the company’s daily connected transactions in 2020 and the prediction of daily connected transactions in 2021, the proposal on the renewal of the company’s audit institution in 2021 Proposal on the remuneration of the company’s directors and supervisors in 2021, proposal on the remuneration scheme of the company’s senior managers in 2021, proposal on using some idle self owned funds for cash management, proposal on the company’s first quarter report in 2021, proposal on Revising the company’s working system for independent directors, proposal on Revising the company’s information disclosure management system The proposal on convening the 2020 annual general meeting of shareholders of the company has 21 proposals in total.
4. On August 6, 2021, the company held the sixth meeting of the third board of directors in the form of communication meeting, deliberated and adopted the proposal on participating in investment in industrial investment funds, the proposal on Amending the rules of procedure of the strategy committee of the board of directors, the proposal on Amending the rules of procedure of the nomination committee of the board of directors, and the proposal on Amending the rules of procedure of the audit committee of the board of directors The proposal on Amending the rules of procedure of the remuneration and assessment committee of the board of directors, the proposal on Amending the administrative measures for assigning directors and supervisors to holding (joint-stock) subsidiaries, and the proposal on Amending the information disclosure management system are seven proposals in total. 5. On August 20, 2021, the company held the seventh meeting of the third board of directors in the form of on-site meeting, deliberated and adopted the proposal on the company’s 2021 semi annual report and summary and the proposal on the company’s 2021 semi annual report
Proposal on the audit report for the half year of 2021 and the proposal on the profit distribution and capital reserve increase for the half year of 2021
Proposal on capital stock plan, matters related to the adjustment of 2020 stock option and restricted stock incentive plan
Proposal on changing the registered capital and amending the articles of association, proposal on foreign investment
Proposal on industrial investment fund and proposal on convening the first extraordinary general meeting of shareholders in 2021
There are 7 motions in total.
6. On October 26, 2021, the company held the eighth meeting of the third board of directors in the form of on-site meeting
The proposal on bidding of the company in the third quarter of 2021 was reviewed and passed
Proposal on repurchasing the company’s shares through trading, and on adjusting stock options and restricted stock incentives in 2020
Proposal on relevant matters of incentive plan, proposal on cancellation of some stock options and repurchase and cancellation of some restricted shares
There are 5 proposals in total, including the proposal on changing the registered capital and amending the articles of association.
(III) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the board of directors organized and held two general meetings of shareholders. The board of directors of the company shall, in accordance with the company law
The relevant provisions of the articles of association and other laws and regulations shall be implemented in strict accordance with the resolutions and authorization of the general meeting of shareholders
Implement all resolutions adopted by the general meeting of shareholders.
No. name and date of meeting
1. 2020 annual general meeting May 14, 2021
2. The first extraordinary general meeting of shareholders in 2021 September 7, 2021
(IV) meetings of special committees of the board of directors
1. Audit committee meetings
During the reporting period, the audit committee of the board of directors held four meetings, as follows:
No. name of meeting date of meeting content of meeting
In January 2021, the third board of directors deliberated and passed two proposals, namely, the proposal on the summary of the company’s internal audit work in 2020 and the first audit work plan of the Ministry of finance of the Planning Commission in 2021, and the proposal on the meeting matters related to the audit plan of the company’s annual report in 2020.
The proposal on 2020 annual report and summary of the company and the proposal on
