Jihua Group Corporation Limited(601718)
Work report of the board of directors in 2021
In 2021, guided by the thought of Xi Jinping socialism with Chinese characteristics in a new era, the board of directors of the company fully implemented the spirit of the 19th National Congress of the Communist Party of China, all previous plenary sessions of the 19th CPC and the central economic work conference, earnestly implemented the major decisions and arrangements of the CPC Central Committee and the work requirements of the state owned assets supervision and Administration Commission of the State Council, strictly performed the responsibilities entrusted by relevant national laws and regulations, the articles of association and the general meeting of shareholders of the company, and adhered to the general tone of seeking progress while maintaining stability, With high-quality development as the main line, we have continuously improved our corporate governance ability, continuously deepened various reforms, promoted the optimization of industrial structure and the improvement of business quality, and made new progress and achievements in formulating strategies, grasping innovation, promoting reform, seeking development and preventing risks.
1、 Performance of the board of directors in 2021
(I) continuously strengthen the standardized construction of the board of directors and improve the corporate governance mechanism
First, directors perform their duties in a standardized manner and effectively improve the quality of major decisions. The board of directors of the company held 11 meetings throughout the year, deliberating and adopting 40 proposals. A total of 11 meetings of the professional committee of the board of directors were held throughout the year, including 3 meetings of the audit and risk management committee, 2 meetings of the strategy committee, 1 meeting of the remuneration and assessment committee and 5 meetings of the nomination committee, and 19 proposals were considered. All directors actively participate in the on-site meeting of the board of directors, give full play to the advantages of the decision-making mechanism of "democratic discussion, collective decision-making and individual responsibility", have an in-depth understanding and collective discussion on major decision-making matters through full communication with the management, make independent professional judgment and decision-making in combination with their personal experience, knowledge and expertise, and put forward audit opinions on the matters under consideration from their own professional perspective, Effectively improve the decision-making quality of major matters of the company.
This year, external directors played a key role in corporate governance. Some directors went to representative enterprises in various business sectors of the company for in-depth investigation for many times, analyzed in detail the problems encountered by each enterprise, and put forward specific and detailed opinions and suggestions on Jihua Group Corporation Limited(601718) future development plan and key reform work. The independent directors deeply participated in the operation and management of the company. In addition to expressing their opinions on the board of directors, the three independent directors gave full play to their professional background advantages, put forward suggestions to the board of directors on the scientific research of the company's major projects, and deeply communicated with the management, which effectively promoted the project progress of the company.
Second, strengthen system construction and optimize the power and responsibility system of corporate governance. In order to further promote the work requirements of compliance management, improve the level of corporate governance, and scientifically and reasonably divide the boundaries of rights and responsibilities of various governance subjects, the company launched the revision of the list of rights and responsibilities of corporate governance this year. In accordance with the three-year action plan for the reform of state-owned enterprises and the deployment and requirements of benchmarking the world-class management improvement action, the main decision-making matters and decision-making processes of the company were reorganized, and a new list of corporate governance rights and responsibilities was formulated based on the principle of "scientifically defining the boundary, implementing the main responsibilities and increasing authorization and decentralization". The list has 17 major decision-making categories and 250 specific decision-making matters. The list defines various matters within the scope of approval authority of the board of directors, the board of supervisors and the management, defines the pre research procedures of the Party Committee for "three important and one major" matters, and scientifically divides the decision-making process and approval authority of various matters. The list of corporate governance rights and responsibilities has been considered and approved by the board of directors and officially implemented, further improving the corporate governance mechanism of equal rights and responsibilities, coordinated operation and effective checks and balances.
Third, actively promote the image of the capital market. The board of directors of the company has always attached great importance to the compliance operation and investor relations management of listed companies. The members of the board of directors actively study the policies and regulations of the CSRC and the Shanghai Stock Exchange, earnestly perform their duties in accordance with the company's articles of association, the standardized operation requirements of listed companies and the company's rules and regulations, and strive to do a good job in the convening of board meetings, the protection of shareholders' rights and interests, external information disclosure, performance explanation The daily communication and reception of investors have well displayed the image of listed companies. In 2021, the board of directors of the company strictly fulfilled the obligation of information disclosure of listed companies to ensure that the disclosed contents are true, accurate, complete, timely and fair. The first quarter report of 2021 and the third quarter report of 2024 were disclosed; 116 interim announcements were disclosed.
Over the past year, the company has actively carried out communication and exchange with investors, specially assigned personnel to answer investor hotlines and emails every day, replied 290 questions raised by investors on the e interactive platform of Shanghai Stock Exchange, organized and received on-site investigation and exchange of all kinds of investors, held annual and semi annual online performance briefings and held online investor collective reception day roadshows, Conduct direct interactive exchanges with investors online. Through these efforts, we have continuously improved the company's transparency, effectively displayed the company's image in the capital market, disseminated the company's value, and improved the attention and recognition of the majority of investors.
(II) give effective play to the strategic leading role of the board of directors and promote the steady realization of medium and long-term development goals
First, continuously improve the strategic objectives and development path of the 14th five year plan. This year, based on the preparation of the early "14th five year plan", combined with the overall strategic planning of the controlling shareholders, based on giving full play to the strategic supporting role of the state-owned economy, and guided by focusing on improving the economic benefits of the main industry, optimizing the layout of industrial structure, solving the "neck" problem of core technology and improving the core competitiveness of the industry, the board of directors organized the company to further adjust and optimize the mission vision, development orientation, development path The overall work requirements and stage development objectives define the positioning of Jihua Group Corporation Limited(601718) "building a first-class light industry military civilian support system builder with distinctive military civilian integration characteristics and core capabilities of military police support and emergency protection", grasp the two keys of "prospering the enterprise through science and technology and strengthening the enterprise through brand", layout the three major businesses of "basic business, strategic business and emerging business", and realize the five upgrades of "industry, product, management, equipment and service", To build China's largest manufacturer of protective articles, protective materials and functional materials and products, and to become the leader of China's professional wear industry chain and emergency materials industry chain. The strategy committee of the board of directors held two meetings on the 14th five year plan this year. All members carefully studied the 14th five year plan and put forward opinions and suggestions on the contents of the plan from the aspects of international and Chinese development trends of the industry, benchmarking of excellent enterprises, Jihua's own advantages and sustainable development. On the basis of many discussions, the board of directors of the company approved the "14th five year plan" of the company, which provided a scientific action guide for realizing high-quality development during the "14th five year plan" of Jihua Group Corporation Limited(601718) .
Second, continue to promote the optimization and adjustment of focusing on the main business and industrial structure. According to the "14th five year plan" of the company, the company will start from the strategic origin of military and police support, closely follow the functional and protective requirements, and form a multi-level development business layout of the "443" business structure, that is, consolidate the basic business including military and police quilt clothing, line matching tooling, professional shoes and textile printing and dyeing business, and expand the strategic business with military supplies, emergency protection, special new materials and rubber products as the core, Layout new business types of online b-end and C-end markets, overseas markets and other service businesses (such as high-end customization).
During the reporting period, the board of directors of the company continued to promote the company to focus on the main responsibility and main business. According to the planning objectives, focusing on the construction of core capabilities of military and police support and emergency protection, through endogenous growth and extension expansion, accelerate the optimization and adjustment of industrial structure, further peel off other businesses with low correlation with the main business, accelerate the revitalization and disposal of inefficient assets and invalid assets, and further reduce unnecessary trade businesses with high risk and low gross profit margin, Promote the company's management resources, business resources and capital resources to focus on its core business.
This year, members of the board of directors of the company conducted in-depth research on subordinate non main business enterprises and inefficient enterprises for many times, and conducted in-depth research, judgment and guidance on the operation status and next development adjustment ideas of some "two non" and "two capital" enterprises. Guided by improving the competitiveness and operating efficiency of the main business, one enterprise and one policy formulated the implementation plan for the revitalization, stripping and disposal of inefficient assets, so as to further promote the company to continuously focus on the main responsibility and main business, Promote the optimization and adjustment of industrial structure layout and improve the quality of enterprise development.
(III) give full play to the important decision-making role of the board of directors and promote the comprehensive deepening of reform
First, efforts were made to promote the implementation of the "three-year action of state-owned enterprise reform". The board of directors of the company earnestly implemented the requirements of the "three-year action for state-owned enterprise reform", took serving the national strategy, adapting to high-quality development and building a new development pattern as the main task, closely focused on improving business efficiency and efficiency, stimulating development vitality and promoting various reforms. By the end of the reporting period, more than 70% of the reform tasks in the three-year action list of reform have been fully completed.
In this year, the board of directors of the company actively promoted various key reform work. According to the business orientation of building Jihua Group Corporation Limited(601718) headquarters as the main body of operation and management and the main body of cost management of affiliated enterprises, during the reporting period, the company actively carried out the reform of organizational structure and work functions with "unified marketing, unified production and unified R & D" as the core, formulated and improved the "three unified" management and operation plan, and strengthened the marketing, production and Unified management of R & D and give full play to the overall joint force of the enterprise group. During the reporting period, the company continued to optimize regional layout, strengthen internal enterprise restructuring and integration, and support advantageous enterprises to build industry segmentation leaders through internal restructuring and professional integration. Support affiliated enterprises to actively explore and carry out mixed ownership reform, attract external resources, and give full play to complementary advantages and industrial synergy.
Second, adhere to the innovation driven development strategy and accelerate the transformation of scientific and technological achievements. The board of directors of the company attaches great importance to the innovation driven development strategy, supports the company to increase investment in scientific and technological R & D and the construction of innovation system, vigorously promote the unified R & D work, and further improve the R & D system construction led by the system engineering center, supported by the professional research institutes of affiliated enterprises and supported by high-level R & D institutions such as industrial alliance units and colleges and universities. Support the company to increase the introduction of high-end talents and establish a more flexible salary incentive mechanism.
In terms of R & D investment, we pay more attention to the transformation of scientific and technological achievements, pay more attention to the driving of R & D projects on business, use the leading advantage of R & D to promote the transformation of market orders, and form a development model of close linkage between R & D and marketing. The company continues to increase R & D investment and technological research efforts, improve the system and mechanism of scientific and technological innovation, stimulate the vitality and motivation of scientific researchers, and continuously improve the ability of scientific and technological innovation. During the reporting period, the cumulative R & D investment was 384 million yuan, an increase of 23.79% year-on-year. It obtained 30 authorized invention patents and participated in the preparation and revision of 4 national and industrial standards. The driving force of the company's development continued to increase. The six-year research and development of full-time uniforms and uniforms for police officers and police officers of the National Public Security Bureau has undertaken a number of major tasks.
Third, continuously deepen the reform of market-oriented operation mechanism and achieve new results. The board of directors of the company continued to deepen the reform of three systems in accordance with the reform direction of market-oriented operation mechanism. The board of directors, the nomination committee and the Remuneration Committee of the board of directors reviewed the selection and employment of directors and senior executives during the reporting period, and assessed the operating performance and remuneration of the management in 2020. The board of directors encourages affiliated enterprises to implement differentiated salary distribution mechanism and thoroughly stimulate the vitality of the organization by using various policy tools such as employee stock ownership, project follow-up investment and excess profit sharing.
During the reporting period, the company reconstructed the target responsibility assessment system, established the assessment and evaluation mechanism of "business performance + key work + special task", and implemented classified and differentiated assessment. Further improved the system and mechanism of "exposing the leader" and "selecting horses on the field", formulated the action plan for Jihua Group Corporation Limited(601718) implementing the public selection and employment of exposing the leader ", and implemented the public selection and employment of the main person in charge" exposing the leader "by taking the opportunity of the business integration of rubber and rubber shoes. During the reporting period, the company further improved the market-oriented employment mechanism, strictly standardized employment management, and continued to promote the efficiency of excellent staff through effective measures such as structural adjustment, internal resource integration, intelligent equipment transformation and lean production management, resulting in the same increase in the labor productivity of the whole staff and the per capita income of employees.
(IV) give full play to the risk prevention and control role of the board of directors and promote the continuous improvement of risk control ability
First, attach great importance to compliance management and risk control. The board of directors of the company attaches great importance to compliance management and risk control, continues to establish and improve the enterprise risk prevention and control and internal control system, and always takes "central enterprise under the rule of law" and "compliant operation" as an important part of deepening reform and management innovation. During the reporting period, the company carefully combed and investigated various risk points, established and improved the emergency mechanism for quarterly monitoring and early warning disposal of major risks, and strictly adhered to the bottom line of no major risks. Comprehensively strengthen compliance management, comprehensively promote compliance review of rules and regulations, major decisions and economic contracts, strictly control various legal risks, strengthen investment project management and strictly control trade business risks.
This year, the audit and Risk Management Committee of the board of directors of the company guided the internal audit department of the company to carry out the inspection and evaluation of the internal control system, improve the risk early warning monitoring index system, carry out special internal control inspection and rectification for some enterprises, and carry out special audit for key trade businesses, so as to promote the effective operation of the company's internal control system and control the risk; During the audit of the annual report, the audit and Risk Management Committee of the board of directors focused on strengthening communication with external audit institutions, mastering the audit process in time, coordinating work arrangements, and ensuring the smooth implementation of the audit of the company's financial statements and internal control.
The second is to consolidate the main responsibility and strictly control the operation and financial risks. This year, the board of directors of the company made every effort to promote the improvement of quality and efficiency and the pressure drop of "two funds" of its affiliated enterprises, and strictly controlled the operation and financial risks of the enterprise. In view of the poor operating benefits and high operating risks of some affiliated enterprises, and the high amount and proportion of accounts receivable and inventory "two funds", the members of the board of directors of the company conducted many investigations and in-depth discussions on relevant subsidiaries during the reporting period, studied and judged the industry trend, enterprise operation status and financial status in detail, guided the managers to conduct in-depth research and formulate practical schemes for improving quality and efficiency. The board of directors guided the management level to comprehensively arrange the special work plan for improving quality and efficiency and reducing the pressure of "two funds". In combination with the actual production and operation conditions of various business sectors and affiliated enterprises, the board formulated the assessment plan and assessment methods, further implemented the main responsibilities, increased supervision, achieved the decomposition of tasks at all levels, the transmission of pressure at all levels, the implementation of responsibilities at all levels, and one enterprise and one policy to ensure the expected results of relevant work.
2、 2022 work plan of the board of directors
In 2022, the board of directors of the company will firmly implement the major decisions and arrangements of the party and the state, implement various work arrangements of the SASAC, combined with the development plan of controlling shareholders, closely focus on the objectives of the 14th five year plan, give full play to the main business function of the company's headquarters focusing on "unified marketing, unified production and unified research and development", accelerate the optimization and adjustment of industrial structure, deepen reform and further improve the market-oriented operation mechanism, Strive to build the company's core competitiveness, promote the high-quality development of the enterprise, continue to create value for shareholders, customers, employees and society, and welcome the victory of the 20th CPC National Congress with excellent achievements.
