Western Regions Tourism Development Co.Ltd(300859)
Work report of the board of directors in 2021
In 2021, the board of directors of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as the "company") earnestly performed the duties of the board of directors entrusted by the general meeting of shareholders in strict accordance with the company law, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association and rules of procedure of the board of directors, Strive to improve corporate governance and promote the standardized operation of the company and the orderly development of various businesses.
The report on the work of the board of directors in 2021 is as follows:
1、 Overall operation of the company in 2021
Facing the challenge of the epidemic situation in 2021, the company actively took various response measures according to the situation of epidemic prevention, control and stability of the country and autonomous region, and worked hard to overcome the adverse impact of the epidemic situation. The board of directors and management of the company strictly abide by laws, regulations and various rules and regulations of the regulatory department, earnestly perform their duties and carry out various operation and management work. During the reporting period, the company completed the change of the board of directors and the board of supervisors. The board of directors and the management team led everyone to fulfill their duties, overcome difficulties, do solid work, seize the favorable opportunity for the recovery of tourism market demand, and make steady recovery, progress and progress in stability.
During the reporting period, the operating revenue in 2021 was 14944802300 yuan, an increase of 191.96% over the same period last year; In 2021, the net profit attributable to the shareholders of the listed company was 2695098241 yuan, a year-on-year increase of 162.30%; The net profit attributable to shareholders of listed companies after deducting non recurring profits and losses was 2635178337 yuan, a year-on-year increase of 156.25%.
2、 Corporate governance in 2021
(I) convening of the board of directors
The board of directors of the company has 9 directors, including 3 independent directors. The number and personnel composition of the board of directors comply with the provisions of laws, regulations and the articles of association. According to the development needs, the board of directors held meetings in time to make decisions on major issues. The company held a total of 8 meetings of the board of directors throughout the year. The convening procedures, voting methods and resolutions of the meetings were in line with the provisions of relevant laws and regulations, the articles of Association, rules of procedure of the board of directors and other systems. The specific details of the proposals considered and adopted by the board of directors are as follows:
No. convening time: proposal considered and adopted at the session
1. Proposal on increasing the business scope of the company and amending some provisions of the articles of Association
2. On the general election of the board of directors of the company and the nomination of the sixth director
Proposal on candidates for non independent directors of the board of directors
3. On the general election of the board of directors of the company and the nomination of the sixth director
Proposal on candidates for independent directors of the board of directors
4. Proposal on Amending the rules of procedure of the general meeting of shareholders
5. Proposal on Amending the rules of procedure of the board of directors
6. Proposal on Amending the company's external guarantee management system 7. Proposal on Amending the related party transaction management system
8. On Revising the management system for major business and investment decisions
Proposal of the 5th board of directors in March 2021;
The 28th meeting on January 2
9. Proposal on Revising the management system for the use of raised funds 10. Proposal on Revising the management system for information disclosure
11. On Amending the registration and management system for insiders
Proposal for
12. Proposal on Amending the investor relations management system 13. Proposal on Amending the working system of independent directors
14. Proposal on Amending the working system of the Secretary of the board of directors 15. Proposal on establishing a project company through foreign investment
16. About signing the contract with Paxi Lianchuang Capital Co., LtdProposal on Cooperation Framework Agreement
17. Proposal on convening the first extraordinary general meeting of shareholders in 2021
Case
1. Proposal on the election of the chairman of the sixth board of directors
The 6th board of directors in March 2021 2. On the election of members of the special committee of the 6th board of directors
First meeting on February 19
Proposal
3. Proposal on appointment of general manager of the company
4. Proposal on the appointment of the company's chief financial officer
5. Proposal on appointing the Secretary of the board of directors of the company
6. Proposal on appointing deputy general manager of the company
1. Proposal on 2020 general manager's work report
2. Proposal on the work report of the board of directors in 2020
3. Proposal on 2020 financial final accounts report
4. Proposal on the full text and summary of 2020 annual report 5. Proposal on 2020 profit distribution plan
The sixth board of directors 6. Discussion on the self-evaluation report of internal control in 2020
3. Proposal for the second session of the 2021 session
Discussion on June 26
7. On the deposit and use of raised funds in 2020
Proposal on special report
8. Proposal on change of accounting policies of the company
9. On foreign investment and capital increase in Tianyong City, Tianchi, Tianshan, Xinjiang
Proposal of the Tourism Company Limited
10. Proposal on convening the 2020 annual general meeting of shareholders
The 6th board of directors in April 2021
Proposal on the full text of the report for the first quarter of 2021 at the third meeting of the meeting on April 28
Discuss
1. Proposal for the sixth session of the board of directors in August 2021 on the full text of the 2021 semi annual report and its summary
The fourth meeting of the meeting on May 27 2. Proposal on the special report on the deposit and actual use of raised funds in the half year of 2021
The 6th board of directors 1. Proposal on cash management by using some idle raised funds at the 5th meeting of the 6th 2021 board of directors
Proposal on convening the second extraordinary general meeting of shareholders in 2021
1. Proposal on the third quarter report of 2021
The 6th board of directors 2. Proposal on the appointment of the company's financial statements and internal control in 2021 7. Audit institution at the 6th meeting of the 10th board of directors in 2021
3. Proposal on convening the third extraordinary general meeting of shareholders in 2021
8. The 6th board of directors in December 2021 1 1. Proposal on supporting funds for protecting the scenery and enriching the people
The 7th Meeting of the board of directors on August 8 2. Proposal on convening the fourth extraordinary general meeting of shareholders in 2021
Discuss
(II) convening of general meeting of shareholders and implementation of resolutions
In 2021, the board of directors organized and held one annual general meeting and four extraordinary general meetings.
The board of directors shall treat all shareholders equally in strict accordance with the functions and powers conferred by the general meeting of shareholders and the articles of association, and convene and convene the general meeting of shareholders in an orderly manner; In strict accordance with the resolutions and authorization of the general meeting of shareholders, carefully implement the resolutions deliberated and adopted by the general meeting of shareholders to ensure the effective implementation of the resolutions of the general meeting of shareholders. The details of the proposals deliberated and adopted by the general meeting of shareholders are as follows:
No. time and name of the meeting
1. Deliberating the proposal on increasing the business scope of the company and amending some provisions of the articles of Association
2. Review the proposal on Amending the rules of procedure of the general meeting of shareholders 3. Review the proposal on Amending the rules of procedure of the board of directors 4. Review the proposal on Amending the rules of procedure of the board of supervisors 5. Review the proposal on Amending the external guarantee management system 6 Deliberating the proposal on Revising the management system of connected transactions 7. Deliberating the proposal on Revising the management system of major business and investment decisions
8. Deliberating the proposal on Revising the management system for the use of raised funds
9. Review the proposal on Amending the information disclosure management system 10. Review the first proposal on Amending the investor relations management system in March 2021
On January 19, the extraordinary general meeting of shareholders considered the proposal on Amending the working system of independent directors and the proposal on the proposed signing of a cooperation framework agreement between the company, Lianchuang capital and SIPA culture control
