Guangdong Enpack Packaging Co.Ltd(002846)
Work report of the board of directors in 2021
Dear directors
In 2021, the board of directors of the company earnestly implemented the resolutions adopted by the general meeting of shareholders and continuously standardized the corporate governance structure in accordance with the provisions of the company law, the securities law, relevant laws and regulations, the articles of association and the rules of procedure of the board of directors. All directors are diligent and committed to promoting the standardized operation and scientific decision-making of the company and promoting the long-term and steady development of the company.
The following report is made on the work of the board of directors of the company in 2021.
1、 Review of the company’s operation in 2021
Since 2021, the world economy has recovered hard under the covid-19 pneumonia epidemic, the problem of global supply chain obstruction has become more and more prominent, and the global trade, shipping and logistics system has suffered an unprecedented impact; In the face of the severe and complex economic environment, the company paid close attention to internal management, continuously enhanced the development of new products, carefully explored the organic combination of hedging and the company’s business model, continued to promote the construction of two major production bases in Yangzhou and Shantou, and integrated and optimized the existing production capacity layout and business system, The annual operating revenue was 1.83 billion yuan, a year-on-year increase of 37.33%. The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 417069 million yuan, a year-on-year decrease of 41.04%.
2、 Standardized and effective operation of the board of directors
(I) perform duties according to law and standardize decision-making procedures
In 2021, the board of directors will continue to improve the internal control system, improve internal control measures and strengthen internal control supervision and inspection. During the reporting period, in combination with the new requirements of relevant laws and regulations and the needs of the company’s business development, the articles of association and relevant articles in the annexes, the rules of procedure of the audit committee, the internal audit system and other systems were revised and improved, the company’s processes and businesses were regularly inspected, and various management systems and business processes were further established and improved, so as to build a good operating system framework for standardized governance.
(II) meetings of the board of directors and special committees in 2021
Meeting time for deliberation of proposals
Number
1. Annual report and summary of Guangdong Enpack Packaging Co.Ltd(002846) 2020
2. Work report of the board of directors in Guangdong Enpack Packaging Co.Ltd(002846) 2020
3. Work report of the general manager in Guangdong Enpack Packaging Co.Ltd(002846) 2020
4. Final financial statement report of Guangdong Enpack Packaging Co.Ltd(002846) 2020
5. Financial budget report of Guangdong Enpack Packaging Co.Ltd(002846) 2021
6. Proposal on the company’s self evaluation report on internal control in 2020
7. Special report on the deposit and actual use of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2020
8. Proposal on 2020 annual profit distribution and plan for converting capital reserve into share capital 9. Proposal on the company and its subsidiaries applying for the third credit line of credit financing from relevant financial institutions in 2021
10. Proposal of the board of directors on the 11th guarantee and related party transactions of 202102.05 provided by the controlling shareholders for the company and its subsidiaries to apply for credit financing in 2021
11. Proposal on providing guarantee for subsidiary companies to apply for credit lines from financial institutions in 2021
12. Proposal on carrying out forward foreign exchange settlement and sales business
13. Proposal on developing futures hedging business
14. Proposal on the achievement of lifting the restrictions in the third lifting period for the first time granted by the restricted stock incentive plan in 2017
15. Proposal on the achievement of performance commitments of Guangdong Grand Slam Packaging Co., Ltd. in 2020
16. Proposal on annual provision for asset impairment in 2020
17. Proposal on Amending the futures hedging management system
18. Proposal on Revising the internal audit system
19. Proposal on convening the 2020 annual general meeting of shareholders
1. Proposal on adjusting the conversion price of “Yinglian convertible bonds”
The 3rd Session 2. Proposal on Guangdong Enpack Packaging Co.Ltd(002846) extending the validity of the board of directors on March 22, 2021
Article 12 3. Proposal on Guangdong Enpack Packaging Co.Ltd(002846) extending the validity period of the general meeting of shareholders authorizing the board of directors to handle the non-public offering of shares
4. Proposal on convening the first extraordinary general meeting of shareholders in 2021
Third session
3. Board of directors on April 28, 2021 1 1. Proposal on the company’s report for the first quarter of 2021
thirteenth
Meeting
Third session
4. On August 15, 2021, the board of directors 1. Proposal on terminating the non-public development of A-Shares in 2020
fourteenth
Meeting
1. The third semi annual report of Guangdong Enpack Packaging Co.Ltd(002846) 2021 and its summary 2. Special report on the deposit of raised funds in Guangdong Enpack Packaging Co.Ltd(002846) 2021 and the actual use of the board of directors on August 27, 2021
Article 15 3. Proposal on changing the registered capital and amending the articles of Association
Session 4. Proposal on Revising the information disclosure management system
5. Proposal on convening the second extraordinary general meeting of shareholders in 2021
The 3rd Session 1. Proposal on the company’s report for the third quarter of 2021
6. Board of directors on October 21, 2021 2. Proposal on appointment of audit institution in 2021
XVI 3. Proposal on convening the third extraordinary general meeting of shareholders in 2021
1. Proposal on the proposed construction of Guangdong Enpack Packaging Co.Ltd(002846) beverage easy open cover project (phase II) and authorizing the company’s management to start the project in due time
The 3rd Session 2. Proposal of the board of directors on 7 December 22, 2021 on adding the guarantee line applied for credit by the company for subsidiaries in 2021
Article 17 3. Proposal on capital increase to Yinglian metal technology (Yangzhou) Co., Ltd., a holding subsidiary
4. Proposal on relocation expenses of subsidiaries
5. Proposal on convening the first extraordinary general meeting of shareholders in 2022
Each special committee plays a special deliberative function to provide a strong guarantee for the scientific and efficient decision-making of the board of directors.
The board of directors establishes special committees such as strategy committee, audit committee, nomination committee and salary and assessment committee to provide professional opinions to the board of directors or make decisions on professional matters according to the authorization of the board of directors. In 2021, four special committees held 10 meetings, including 2 for the strategy committee, 6 for the audit committee, 1 for the nomination committee and 1 for the remuneration and assessment committee.
(III) convene the general meeting of shareholders in accordance with laws and regulations and earnestly implement the resolutions of the general meeting of shareholders
In 2021, the company held 4 general meetings of shareholders, including 1 annual general meeting and 3 extraordinary general meetings, and 18 proposals were considered and passed. The details of the meeting are as follows:
Meeting time and deliberation of the proposal
1. Annual report and summary of Guangdong Enpack Packaging Co.Ltd(002846) 2020
2. Work report of the board of directors in Guangdong Enpack Packaging Co.Ltd(002846) 2020
3. Work report of the board of supervisors in Guangdong Enpack Packaging Co.Ltd(002846) 2020
4. Final financial statement report of Guangdong Enpack Packaging Co.Ltd(002846) 2020
2020 5. Financial budget report of Guangdong Enpack Packaging Co.Ltd(002846) 2021
202103.05 6. Special report on the deposit of raised funds and the actual use of the general meeting of shareholders in Guangdong Enpack Packaging Co.Ltd(002846) 2020
7. Proposal on 2020 annual profit distribution and capital reserve converted into share capital plan 8. Proposal on 2021 application of the company and its subsidiaries for credit and financing lines from relevant financial institutions
9. On the provision of credit financing for the company and its subsidiaries by the controlling shareholders in 2021
Proposal on guarantee and related party transactions
10. Proposal on providing guarantee for subsidiary companies to apply for credit line from financial institutions in 2021
11. Proposal on carrying out forward foreign exchange settlement and sales business
January 2021: proposal on Guangdong Enpack Packaging Co.Ltd(002846) extending the validity of the resolution on non-public Development Bank shares
On April 20, 2021, the first interim 2. Proposal on Guangdong Enpack Packaging Co.Ltd(002846) extending the validity period of the general meeting of shareholders authorizing the board of directors and the general meeting of shareholders to handle the non-public development of shares
On September 15, 2021, the second interim shareholders’ meeting in 2021 1 1. Proposal on changing the registered capital and amending the articles of Association
Third session of the general assembly in 2021
On November 10, 2021, the second extraordinary shareholder 1. Proposal on the appointment of audit institution in 2021
an assembly
The above five shareholders’ meetings were held in the form of on-site meetings combined with online voting, making decisions on major matters of the company according to law, and the resolution procedures and contents were compliant and effective. The board of directors conscientiously implemented and implemented various proposals considered and adopted by the general meeting of shareholders, safeguarded the interests of all shareholders and promoted the sustainable and stable development of the company.
(IV) performance of independent directors
