Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Work report of the board of directors in 2021
In 2021, the board of directors of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as "the company") actively and effectively exercised its functions and powers in strict accordance with the requirements of relevant national laws and regulations, relevant rules of the CSRC, relevant business rules of Shenzhen Stock Exchange and the articles of association, earnestly implemented various resolutions of the general meeting of shareholders, and diligently carried out various work of the board of directors in an attitude of being responsible to all shareholders, Promote the development of the company's strategic business and the improvement of governance level, and actively and effectively play the role of the board of directors.
The work report of the board of directors in 2021 is as follows:
1、 Overall operation during the reporting period
(I) overall business indicators
During the reporting period, the company achieved a total operating income of 4.474 billion yuan, a decrease of 0.44% compared with the same period of last year; The net profit attributable to the shareholders of the listed company was about -138379 million yuan, a decrease of 94.85% compared with the same period of the previous year. The company's main business has achieved profits, but the upstream sector has a large loss, affecting the overall profitability of the company.
(II) main business and management activities in 2021
2021 is the first year of the company's Fifth Five-Year Plan. Adhering to the corporate mission of "providing healthy marine food for mankind", the company focuses on the aquatic food sector, focuses on the prefabricated dishes, upgrades its business model, promotes the transformation from an integrated aquatic product provider to an integrated aquatic food manufacturer, and further consolidates the dual cycle mechanism dominated by the Chinese market and China and abroad. Under the guidance of the policies of "volume assurance", "profit increase" and "structure adjustment", the company strengthened management and intensive cultivation, overcame the pressure of the surge of port detention fees, transportation fees and other expenses, gradually got rid of the impact of Sino US trade friction and covid-19 epidemic, maintained the stability of the fundamentals of its main business, continuously improved its profitability, and showed a better trend of operation. The company has made a good start in the "Fifth Five Year Plan" strategic plan.
1. The revenue of prefabricated vegetables increased steadily and highlighted its advantages, and the effect of "adjusting the structure" of products initially appeared
During the reporting period, the company's marketing team actively responded to the strategic plan of "adjusting the structure" of the company's products, strengthened cooperation with the R & D center, vigorously promoted prefabricated dishes, and formed a market pattern of international and Chinese omni-channel sales of prefabricated dishes. The company's Prefabricated dishes are mainly prawns, crayfish and fish. With the brand of "Xiaoba long", the company has built a perfect prefabricated dish product system, covering quick cooking, flour wrapping, rice noodles, conditioning, hot pot, crayfish, flavor fish and other series, basically covering the main consumption scenes from the dining table to the restaurant. The company gives full play to the industry-leading R & D, quality control and processing capabilities, and continues to create popular prefabricated dishes in the market. During the reporting period, the crayfish products launched by the company were deeply loved by consumers for their excellent quality; In the second half of the year, the company's flavor grilled fish series were successively developed and listed, and soon entered the international Chinese market and won unanimous praise from the market. It is expected to become a big single product of the company in the future. During the reporting period, the revenue of prefabricated vegetables was 841 million yuan, including 321 million yuan for catering heavy customer channels, 262 million yuan for international business, 148 million yuan for distribution channels, 66 million yuan for e-commerce channels and 44 million yuan for supermarkets.
2. The Chinese market continues to improve, and the strategic pattern of deepening the Chinese market is basically established
During the reporting period, the Chinese market achieved an operating revenue of 2.674 billion yuan (mainland China, Hong Kong, Macao and Taiwan), accounting for 59.76% of the company's total revenue. The revenue of the Chinese market has exceeded that of the international market, and the strategic pattern of market structure adjustment has been basically established. The four major sales channels of distribution, catering, business supermarket and e-commerce have developed in a balanced manner, with full coverage of market sales and continuous improvement of brand influence.
(1) Distribution channels: China's nine major marketing regions continue to sink channels, take the major cities of the region as the core, innovate product marketing strategies, spread out the company's core products from point to area, promote the development of brand service providers, and continuously improve the sales capacity of the company's deeply processed products and prefabricated vegetables. During the reporting period, 267 brand service providers were newly contracted, covering 158 cities, with a national urban coverage rate of 52%. The urban coverage of key development provinces reached 71%, and the coverage of prefecture level cities increased steadily.
(2) Catering heavy customer channels: the company makes full use of the functions of the food R & D centers in Shanghai and Zhanjiang to strengthen R & D for the company's advantageous product resources such as shrimp, fish and crayfish, and has achieved nearly 80 new product projects. The company continues to strengthen market development with important customers, strengthen sales management functions, joint R & D and production, and strive to improve the comprehensive service capacity of dish customization, industrial promotion and distribution. During the reporting period, the company's western fast food business increased research and development efforts with cooperative customers, provided customers with more professional customized services, developed and listed more than 20 new products, enriched the product structure of the company's western catering business and achieved good benefits. During the reporting period, the company won the "China excellent supply chain Award" and "China Quality Award" of the world's well-known chain catering enterprises.
(3) Supermarket channel: the company's supermarket business has developed steadily, the partner supermarket stores have continued to expand, and the product shop market has more than 3000 stores. The company strives to promote the construction of super standard stores. There are more than 1000 super standard stores in China, and more than 300 Guolian image stores and prefabricated food image stores. The company has reached cooperation with key supermarket enterprises such as HEMA Xiansheng, Yonghui Superstores Co.Ltd(601933) , Wal Mart and so on, and the sales of prefabricated vegetables in supermarket channels have been continuously improved. (4) E-commerce channel: in the first half of the year, the company adjusted its e-commerce business, stripped off its b-end business, focused its strategy on the operation of official flagship stores, and developed rapidly. Product sales in tmall flagship store, JD self operated and flagship store, pinduoduo flagship store and Tiktok flagship store increased by more than 50% year-on-year. The e-commerce company won the "best partner" award at the 2021 JD fresh self merchants conference. The company's online C-end brand influence continues to increase, and the company's brand promotion has achieved remarkable results.
3. International Business overcame the adverse effects of the international epidemic and maintained both volume and profit throughout the year
(1) In 2021, the company's foreign sales were affected by the sharp rise of logistics costs and extreme shortage of positions caused by the international epidemic. The annual revenue of international marketing decreased slightly, but it maintained strong resilience, basically stable and still maintained a certain profit level.
(2) In 2021, covid-19 epidemic broke out in the United States, causing great chaos to the American market order and serious impact on the logistics and transportation links. The team of American SSC company overcame all difficulties and actively promoted the normal operation of the company's procurement and marketing business chain. The annual sales maintained a stable operation with both volume and profit. American SSC company actively responded to the company's sales strategy of prefabricated dishes and implemented precision marketing of prefabricated dishes. For example, it opened up a fresh e-commerce channel for Chinese Americans for grilled fish products and played a positive role in promoting prefabricated dishes. During the reporting period, American SSC company achieved a revenue of 13714697 million yuan and a net operating profit of 358402 million yuan.
4. The depth of informatization enables the marketing system to improve the quality and efficiency of marketing channels and the overall layout of the Chinese market
During the reporting period, the company further improved its operation and management and improved its comprehensive management level by improving its informatization level and optimizing its business processes. The company's CRM application is in-depth and the process is gradually sorted out, which makes the key points of management and control more standardized. Its convenience and rapid responsiveness have gradually highlighted the strong application ability of CRM system and provided a powerful management tool support for the company's comprehensive layout of the Chinese market.
Driven by the company's management, the nine regions of the country have been fully launched, and the company's China marketing has fully realized systematic management. The improvement of the company's informatization level not only realizes the comprehensive standardization of the marketing process, but also fully releases the energy of managers and enables the company to deeply "adjust the structure" and fine management.
5. The expansion of strategic cooperative enterprises has played a leading role in the expansion of prefabricated vegetable channels of the company
As of the disclosure date of the report, the company has signed cooperation agreements with excellent enterprises such as Beijing Xiaofan cabinet (Dingding lazy food), HEMA fresh food and so on. The two sides decided to work together to carry out cooperation in the fields of seafood raw material supply, prefabricated vegetable product research and development, sales channel sharing and brand construction, rural industry revitalization and so on. The company's continuous in-depth cooperation with excellent enterprises is conducive to the strengthening of the company's product R & D, marketing and brand promotion. And continuously improve the sales ability and brand reputation of the company's Prefabricated vegetable products through the benefit sharing mechanism with customers.
2、 Daily work of the board of directors during the reporting period
In 2021, all directors of the board of directors of the company performed their duties diligently, conscientiously performed the duties entrusted by the company law, the securities law and other laws and regulations and the articles of association, strictly implemented the resolutions of the general meeting of shareholders, continuously improved the level of corporate governance, and played a positive role in the scientific decision-making of the company's business matters and the development of various businesses. The daily work of the board of directors in 2021 is as follows:
(I) convening of the board meeting
During the reporting period, 10 meetings of the board of directors were held. The convening, proposal, attendance, discussion, voting, resolution and meeting minutes of the board of directors were operated in accordance with the requirements of the company law, the articles of association and the rules of procedure of the board of directors. The meetings held were legal and effective. The details of the meeting are as follows:
1. The first meeting of the Fifth Board of directors was held on January 19, 2021, and the proposal on electing the chairman of the Fifth Board of directors, the proposal on the general election of each special committee of the board of directors, the proposal on appointing senior managers of the company, the proposal on appointing senior managers to act as the Secretary of the board of directors, and the proposal on appointing securities affairs representatives of the company were considered and adopted;
2. The second meeting of the Fifth Board of directors was held on February 2, 2021, and the proposal on the special explanation of the elimination of the impact of the matters described in the qualified opinions of the 2019 audit report, the proposal on the correction of early accounting errors, the proposal on the correction of the company's 20162019 annual and interim reports and 2020 interim reports, and the proposal on supplementary confirmation of related party transactions were considered and adopted;
3. The third meeting of the Fifth Board of directors was held on February 19, 2021, which deliberated and passed the proposal on the prediction of the line of daily connected transactions in 2021, the proposal on the company's plan to apply for loan line and connected transactions from Henan Dazhang Industrial Co., Ltd., the proposal on the company's handling of comprehensive credit business in 2021, and the proposal on the prediction of the company's guarantee line for subsidiaries in 2021 Proposal on supplementary confirmation of the related party transactions between the company and Henan Dazhang Industrial Co., Ltd. in 2020, proposal on delaying the return of idle raised funds and continuing to be used to temporarily supplement working capital, and proposal on convening the second extraordinary general meeting of shareholders in 2021;
4. The fourth meeting of the Fifth Board of directors was held on March 9, 2021, and the proposal on granting reserved restricted shares to incentive objects and the proposal on repurchasing and canceling some restricted shares were deliberated and adopted; 5. The fifth meeting of the Fifth Board of directors was held on April 27, 2021, which deliberated and approved the work report of the general manager in 2020, the work report of the board of directors in 2020, the full text and summary of the annual report in 2020, the report of the first quarter of 2021, the report of the final accounts in 2020, the proposal on the company's profit distribution plan in 2020, the proposal on the provision for asset impairment in 2020 The self-evaluation report on internal control in 2020, the special report on the deposit and actual use of raised funds in 2020, the proposal on the change of accounting policies, the proposal on increasing the expected guarantee amount of the company to its subsidiaries in 2021, the proposal on Revising the relevant systems of the company, the proposal on changing the registered capital and amending the articles of association Proposal on repurchase and cancellation of restricted shares related to 2020 restricted stock incentive plan, proposal on re employment of 2021 audit institution, proposal on convening 2020 annual general meeting of shareholders; 6. The sixth meeting of the Fifth Board of directors was held on August 25, 2021, which deliberated and adopted the full text and summary of the semi annual report of 2021, the special report on the deposit and use of the raised funds in the semi annual of 2021, the proposal on withdrawing the provision for asset impairment in the semi annual of 2021, the proposal on closing the investment projects with the raised funds from non-public development banks and permanently replenishing the surplus raised funds with working capital Proposal on canceling the granting of restricted shares reserved in the 2020 restricted stock incentive plan and proposal on adjusting the repurchase and cancellation of some restricted shares.
7. The 7th Meeting of the 5th board of directors was held on September 8, 2021, which deliberated and passed the proposal on the company's meeting the conditions for issuing A-Shares to specific objects, the proposal on the company's plan for issuing A-Shares to specific objects, the proposal on the company's plan for issuing A-Shares to specific objects, and the proposal on the demonstration and analysis report of the company's plan for issuing A-Shares to specific objects Proposal on the feasibility analysis report on the use of funds raised by the company's issuance of A-Shares to specific objects, proposal on the diluted immediate return and filling measures of the company's issuance of A-Shares to specific objects, proposal on the commitment of filling measures for the diluted immediate return of the company's issuance of A-Shares to specific objects issued by the company's controlling shareholders, actual controllers, directors and senior managers The proposal on the company's shareholder return plan for the next three years (20212023), the proposal on the report on the use of the company's previously raised funds, the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of A-Shares to specific objects, and the proposal on convening the third extraordinary general meeting of shareholders in 2021;
8. The 8th meeting of the 5th board of directors was held on October 10, 2021, and the proposal on changing the business scope of the company and amending the articles of association and the proposal on convening the 4th extraordinary general meeting of shareholders in 2021 were considered and adopted;
9. The 9th meeting of the 5th board of directors was held on October 25, 2021. The report of the third quarter of 2021, the proposal on reducing the registered capital and amending the articles of association, the proposal on repurchase and cancellation of some restricted shares, and the proposal on convening the 5th extraordinary general meeting of shareholders in 2021 were considered and adopted; 10. On December 29, 2021, the 10th meeting of the 5th board of directors was held, and the proposal on continuing to apply for loan limit and related party transactions from the controlling shareholders and the proposal on repurchase and cancellation of some restricted shares were considered and adopted.
(II) performance of special committees under the board of directors
The board of directors of the company consists of four committees: Strategy Committee, salary and assessment committee, nomination committee and audit committee
