Zhejiang Tiantie Industry Co.Ltd(300587)
Work report of the board of directors in 2021
In 2021, the board of directors of Zhejiang Tiantie Industry Co.Ltd(300587) (hereinafter referred to as “the company”) earnestly performed the duties of the board of directors in accordance with the provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant laws and regulations, normative documents and the company system. With the goal of protecting the rights and interests of all shareholders, the directors of the company scrupulously perform their duties, actively and effectively exercise their powers, earnestly implement the resolutions of the general meeting of shareholders, and diligently carry out the work of the board of directors. The report on the work of the board of directors in 2021 is as follows:
1、 Overall work in 2021
(I) completion of business indicators
In 2021, the company realized an operating revenue of 1713270600 yuan, an increase of 38.69% over the same period of last year; The operating profit was 3922927 million yuan, an increase of 52.58% over the same period last year; The net profit attributable to the shareholders of the listed company was 3024062 million yuan, an increase of 54.21% over the same period last year.
(II) work of the board of directors in 2021
1. Convening of the board of directors
In 2021, 14 meetings of the board of directors were held. The convening, discussion procedures, voting methods and resolutions of all previous meetings were standardized in accordance with the relevant requirements of the company law and the articles of association. The meetings of the board of directors are as follows:
Time and content of the resolution
1. Proposal on the company meeting the conditions for issuing shares to specific objects
2. Proposal on the company’s plan to issue shares to specific objects
3. Proposal on the company’s stock issuance plan to specific objects
4. Proposal on the demonstration and analysis report of the company’s stock issuance scheme to specific objects
2021.2.19 the 3rd board of directors 5. Proposal on the analysis report of the 33rd meeting on the feasibility of the company issuing shares to specific objects to raise funds for investment projects
6. Proposal on the report on the use of the company’s previously raised funds
7. Proposal on the impact of diluted immediate return on the company’s main financial indicators by issuing shares to specific objects, filling measures and relevant commitments
8. Proposal on establishing a special account for raising funds by issuing shares to specific objects
9. Proposal on the planning of shareholders’ dividend return in the next three years (20212023)
10. Proposal on self evaluation report on internal control of the company
11. Proposal on non recurring income statement of the company
12. Proposal on requesting the general meeting of shareholders to authorize the board of directors and persons authorized by the board of directors to handle matters related to the issuance of shares to specific objects
13. Proposal on changing registered capital, amending the articles of association and handling industrial and commercial change registration
14. Proposal on convening the first extraordinary general meeting of shareholders in 2021
1. Proposal on nominating candidates for non independent directors
2. Proposal on nominating candidates for independent directors
2021.3.31 the 3rd board of directors 3. Proposal on repurchase and cancellation of some restricted shares
34th meeting 4. Proposal on changing the registered capital, amending the articles of association and handling the industrial and commercial change registration
5. Proposal on convening the second extraordinary general meeting of shareholders in 2021
2021.4.14 the 3rd board of directors 1. Proposal on acquisition of 40% equity of Jiangsu changjili New Energy Technology Co., Ltd. and joint transaction of the 35th meeting
1. Proposal on electing the chairman of the Fourth Board of directors of the company
2. Proposal on appointment of general manager of the company
3. Proposal on appointing deputy general manager of the company
2021.4.16 the 4th board of directors 4. Proposal on the appointment of the Secretary of the board of directors of the company
The first meeting 5. Proposal on the appointment of the company’s chief financial officer
6. Proposal on appointment of securities affairs representative of the company
7. Proposal on the election of members of special committees of the Fourth Board of directors 8. Proposal on the company’s use of some idle raised funds for cash management
1. Proposal on the 2020 general manager’s work report of the company
2. Proposal on the work report of the board of directors in 2020
3. Proposal on the company’s 2020 annual report and its summary
4. Proposal on the company’s 2020 financial final accounts report
5. Proposal on the company’s plan for profit distribution and conversion of capital reserve into share capital in 2020
6. Proposal on the company’s 2020 self-evaluation report on internal control 7. Proposal on the special report on the company’s 2020 deposit and use of raised funds
Proposal on remuneration of non independent directors of the company in 202426
The second meeting 9. Proposal on confirming the remuneration of senior managers of the company in 2020
10. Proposal on confirming the allowance of independent directors of the company in 2020
11. Proposal on changes in accounting policies
12. Proposal on appointment of external audit institutions in 2021
13. Proposal on the application of the company and its subsidiaries for comprehensive credit line from banks and other financing institutions
14. Proposal on the guarantee provided by the company to the holding subsidiary
15. Proposal on the achievement of the first granting of the third restricted period and the reserved granting of the second restricted period of the restricted stock incentive plan in 2017
16. Proposal on convening the 2020 annual general meeting of shareholders
2021.4.27 the 4th board of directors 1. Proposal on the company’s report for the first quarter of 2021
Third meeting
2021.5.26 the 4th meeting of the 4th board of directors 1. Proposal on using some idle raised funds to temporarily supplement working capital
2021.6.7 the 4th board of directors 1. Proposal on not redeeming “Tiantie convertible bonds” in advance
5th meeting 2. Proposal on convening the third extraordinary general meeting of shareholders in 2021
The 4th board of directors 1. Proposal on the wholly-owned subsidiary’s intention to sign the investment agreement with the Construction Management Office of Longqiao chemical park at the 6th meeting of Lujiang high tech Industrial Development Zone, Hefei, Anhui on July 20, 2021
2. Proposal on convening the fourth extraordinary general meeting of shareholders in 2021
1. Proposal on the company’s 2021 semi annual report and its summary
2. Proposal on the special report of the Fourth Board of directors on August 26, 2021 on the deposit and use of the company’s raised funds in the half year of 2021
The 7th meeting 3. Proposal on changing the registered capital, amending the articles of association and handling the industrial and commercial change registration
4. Proposal on convening the fifth extraordinary general meeting of shareholders in 2021
202110.28 the 4th board of directors 1. Proposal on the company’s report for the third quarter of 2021
8th meeting 2. Proposal on cash management of subsidiaries using some idle self owned funds
202111.8 the 4th board of directors 1. Proposal on the authorization of the company to issue shares to specific objects
Ninth meeting
1. Deliberation on the proposal of the 4th board of directors on December 14, 2021 on the company’s cash management with some idle raised funds
The 10th meeting 2. Deliberating the proposal on changing the registered capital, amending the articles of association and handling the industrial and commercial change registration
202112.28 the 4th board of directors 1. Deliberating the proposal on not redeeming “Tiantie convertible bonds” in advance
Eleventh meeting
2. Implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, a total of 6 general meetings of shareholders were held, i.e. the first extraordinary general meeting of shareholders in 2021 and 2021
The second extraordinary general meeting in, the annual general meeting in 2020, the third extraordinary general meeting in 2021, the fourth extraordinary general meeting in 2021 and the fifth extraordinary general meeting in 2021.
In accordance with the company law, the securities law and other relevant laws, regulations and the articles of association, the board of directors of the company carefully implements and completes the resolutions deliberated and adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders.
3. Performance of special committees of the board of directors
The board of directors of the company has four special committees: Audit Committee, remuneration and assessment committee, nomination committee and Strategy Committee. During the reporting period, all committees operated in accordance with the responsibilities and rules of procedure stipulated in the articles of association and their respective working rules, faithfully and diligently performed their obligations, studied professional matters, and provided professional reference opinions and suggestions for the decision-making of the board of directors. In 2021, the audit committee held 8 meetings, the remuneration and assessment committee held 1 meeting, the nomination committee held 2 meetings, and the strategy
4. Performance of independent directors
Since taking office, the independent directors of the company have conscientiously performed their duties, diligently and conscientiously, attended the meetings of the board of directors on time, and had an in-depth understanding of the development and operation of the company. Made objective and fair judgments on the company’s financial reports, corporate governance and other matters, and expressed the opinions of independent directors, which played a positive role in the sound development of the company and effectively safeguarded the interests of the company and investors
