6 Hunan Valin Steel Co.Ltd(000932) 021 annual work report of the board of directors
Easy Visible Supply Chain Management Co.Ltd(600093)
Work report of the board of directors in 2021
In 2021, Easy Visible Supply Chain Management Co.Ltd(600093) (hereinafter referred to as "the company" or "easy to see shares") performed the duties assigned by the general meeting of shareholders and earnestly implemented the resolutions of the general meeting of shareholders and the board of directors in accordance with the company law, the articles of association, the rules of procedure of the board of directors and other laws and regulations and relevant provisions. The board of directors firmly led Yijian to carry out market-oriented reform, reshape the construction of internal control system, promote risk disposal and development transformation, and promote the improvement of the company's sustainable operation ability. The report on the work of the board of directors in 2021 is as follows:
1、 Operation of the company during the reporting period
During the reporting period, the company achieved a total operating income of 884816100 yuan, a total profit of -744189400 yuan, a net profit of -741170100 yuan, and a net profit attributable to the owner of the parent company of -713685800 yuan. As of the end of the reporting period, the total assets of the company were 1915053300 yuan, a net asset of -5070835100 yuan, and a net asset attributable to the parent company of -4971656800 yuan.
The audited ending net assets of the company in 2021 were negative, and the audit report with no opinion was issued by Dahua Certified Public Accountants (special general partnership). According to the relevant provisions of article 9.3.11 of the Listing Rules of Shanghai Stock Exchange (revised in January 2022), the listing of the company's shares will be terminated. For the description of the delisting of the company, see the special description of easy to see shares on delisting disclosed on the same day of this report. 2、 Completion of the work of the board of directors in 2021
(I) completion of key work of the board of directors
1. Revise the articles of association and improve the corporate governance structure
In 2021, the company withdrew the unprincipled "authorization" by amending the articles of association, standardized the financial management, completed the party construction into the chapter, and clarified the authority of the Party committee, the management, the board of directors and the general meeting of shareholders. At the same time, in the face of the resignation of some directors, supervisors and senior managers and the imperfect corporate governance structure, the company elected 7 directors, 4 supervisors and appointed 4 senior managers in accordance with the relevant provisions of the company law and the articles of association to improve the governance structure. The members of the board of directors of the company carry out their work in accordance with the rules of procedure of the board of directors, the working system of independent directors and other relevant rules, actively participate in the decision-making of major affairs of the company, carefully review various proposals, and earnestly implement various resolutions of the general meeting of shareholders.
2. Highlight strategic guidance and prepare the development strategic plan for the 14th five year plan
The company strengthened top-level design, aiming at the problems existing in the early stage, such as weak business foundation, prominent problems left over by history, lack of effective business model, low marketization of scientific and technological patent achievements and weak marketization personnel. The company has started the preparation of the "14th five year plan" development strategic plan, established a planning preparation team, adhered to promoting democracy, asking for advice and brainstorming, guided by "business focus, cost reduction and efficiency increase, innovative development", and took taking the lead in serving the high-quality development of Yunnan Industrial chain supply chain and gradually promoting the safe development of regional industrial chain supply chain as the breakthrough point to further focus on the development of supply chain business and optimize industrial layout, Clarify the development direction of science and technology business. During the reporting period, the company completed the preparation of the "14th five year plan" development strategic plan of Yijian Co., Ltd.
3. Strengthen corporate governance and improve the construction of internal control system
During the reporting period, the company made overall management, newly established the audit department and the risk and legal department, improved the risk control system, improved the communication mechanism, strengthened audit supervision, and continuously improved the level of corporate governance. In terms of rectification of internal control defects, the company formulated rectification objectives and tasks, hired Yunnan Caizhi Certified Public Accountants (general partnership) in the form of public bidding to guide the construction of the company's internal control system, and all staff studied and publicized the documents of the internal control system; The company officially launched the trial operation of internal system in the fourth quarter of 2021, continuously optimized the internal control manual, and newly built and revised 44 management systems including risk management and internal control management system. In terms of corporate governance, during the reporting period, the company successively elected directors and supervisors, appointed senior managers and improved the corporate governance structure; The board of directors, supervisors and senior management communication meetings have been held for many times to strengthen the communication between management levels; Optimize the governance mode of subsidiaries and improve their work and operation enthusiasm and market competitiveness. In terms of internal management, the company adhered to the strategic guidance and started the preparation of the "14th five year plan" development strategic plan; Revised the administrative and human resources system, constructed the human resources management and construction standards, and further standardized the internal management of the company; In terms of organizational structure, the company has set up new departments such as party masses work department, discipline inspection and supervision office, assets and property rights department, strategy and investment department, and strengthened the functions of internal supervision and asset management. 4. Actively carry out self inspection and actively cooperate with the investigation, and strive to promote the recovery of related creditor's rights of Jiutian holdings
In view of the self confessed capital occupation of Yunnan Jiutian Investment Holding Group Co., Ltd. (hereinafter referred to as "Jiutian holding"), the company protects the legitimate rights and interests of the company and shareholders through various means, establishes a special liquidation team, employs accountants and lawyers to jointly carry out special audit with the company, actively carries out self inspection, carries out special verification on the assets and capital occupation of Jiutian holding, and maintains communication with regulatory authorities; On April 19, 2022, the company received the advance notice of administrative punishment and market entry ban (hereinafter referred to as the "notice") issued by China Securities Regulatory Commission (hereinafter referred to as "CSRC"). According to the fact that the company is suspected of violating the law in the notice and in combination with the company's self-examination, The company found that except for the four enterprises mentioned in the letter from Jiutian holdings and 21 companies such as Youdian fat Technology Co., Ltd. mentioned in the notice, they are all affiliated enterprises controlled by Jiutian holdings that carry out fraud. Therefore, the company recognized the balance of creditor's rights and debts of 21 companies such as Youdian fat technology as the balance of creditor's rights and debts receivable from Jiutian holdings. At the same time, the company actively cooperated with the investigation work of the competent authority, submitted the collected information about Jiutian holding assets and other relevant information to the competent authority to assist in the investigation, and promoted the recovery of related creditor's rights of Jiutian holding. According to the data collected by the company through self-examination during the process of case filing and investigation with the public security organ, the recoverable value of the nine day holding assets is expected to be about 220 million yuan.
As of the disclosure date of this announcement, Jiutian Holdings has not fulfilled its obligation to explain the time, amount and path of capital occupation in accordance with the regulatory requirements, and has not repaid any capital.
5. Actively promote the collection of creditor's rights and do a good job in preventing wind and debt
The company set up a working group to collect overdue arrears, and set up multiple collection teams for each overdue arrears project to actively collect overdue arrears. By compacting the main responsibility of subsidiary clearing, formulate clearing schemes according to different clearing objects, use multi-channel measures such as account verification, credit enhancement guarantee, field visit and litigation to collect, and take various means to protect the legitimate rights and interests of the company. During the reporting period, the company achieved phased results in the collection of some overdue arrears, signed the civil mediation letter with Jinzhou Electric Power and its related parties, and recovered more than 30 million yuan of arrears; At the same time, the company maintained good communication with shareholders and financial institutions, completed the repayment of loan principal and interest of financial institutions during the reporting period with the support of state-owned shareholders, and implemented the renewal of due debts.
6. Strengthen cost control and realize cost reduction and efficiency increase
During the reporting period, the company adjusted and optimized the organizational structure, clarified the functions and responsibilities of each department, and optimized and streamlined the workforce. While reducing labor costs, we retained core personnel and formed a team that "stresses party spirit, can bear hardships and fight hard battles"; Research and promote the business optimization and promotion of affiliated enterprises, and recover the equity investment of some joint-stock companies with inefficient operation and weak supervision; Reduce office expenses and further reduce the company's operating costs by integrating the leased area of office buildings and standardizing the business trip reimbursement process. On the other hand, the company revised and improved the salary management system, opened up the channels for employees' vertical job promotion and horizontal salary grade promotion, linked the salary income level with the annual operating performance of the Department and the company, fully stimulated the enthusiasm of employees, improved the efficiency of operation and management, and truly realized the goal of reducing costs and increasing efficiency.
7. Strive for the support of shareholders and alleviate the pressure of operation
The company actively communicates with shareholders, strives for development support from major shareholders, and makes every effort to timely resolve the risk of due payment of financial liabilities. During the reporting period, the controlling shareholder of the company, Yunnan Industrial Investment Holding Group Co., Ltd. (hereinafter referred to as "Yunnan Industrial Investment Group"), resolved the risk of debt repayment for the company and its subsidiaries for many times, helped the company alleviate the pressure of rigid exchange and capital and supported the development of the company and its subsidiaries by providing loans, guarantees and asset mortgages. In 2021, Yunnan Industrial Investment Group provided the company with a loan balance of 8292110 million yuan, including financial assistance of 6892110 million yuan. As of the date of the report, the balance of borrowings from Yunnan investment group was RMB 8.51 million.
8. Establish rules and regulations and actively maintain investor relations
During the reporting period, the company formulated the investor relations management system according to law and revised and improved the information disclosure management system, the insider registration management system and the external information user management system to ensure the openness, impartiality and fairness of the company's information disclosure. The company continued to strengthen the management of investor relations and replied to investors' inquiries through investor consultation hotline, SSE E interaction, e-mail and other channels. In May 2021, the company participated in the "2021 online collective reception day for investors of Listed Companies in Yunnan Province", communicated with investors on issues of concern, and actively built a benign interactive relationship with investors.
9. Learn lessons, reflect deeply and continuously improve the level of information disclosure
The company failed to disclose the 2020 annual report within the statutory time limit, and was filed for investigation by the China Securities Regulatory Commission due to illegal information disclosure. The Shanghai Stock Exchange made a disciplinary decision of public condemnation to the company's directors, supervisors and senior managers in time, and recorded it in the integrity file of the listed company. The CSRC also disclosed in the notice that the main responsible person who failed to disclose the 2020 annual report on schedule intends to give corresponding administrative punishment. The company deeply reflects, draws lessons, refines rectification measures, and continuously improves the level of information disclosure of the company. In 2021, the company completed the preparation of four regular reports including 2020 annual report, 2021 semi annual report and quarterly report, and disclosed 137 temporary announcements to continuously improve the quality of information disclosure and safeguard the legitimate rights and interests of investors.
10. Convening of the meeting and implementation of resolutions of the board of directors
In 2021, the board of directors made decisions on major issues in accordance with laws and regulations. The board of directors held 21 meetings and considered 66 topics throughout the year. In accordance with the company law, securities law and other relevant laws and regulations and the articles of association, the board of directors of the company makes decisions strictly within the scope authorized by the general meeting of shareholders, earnestly performs the duties of the board of directors, and implements the contents of the resolutions of the general meeting of shareholders one by one. In 2021, the board of directors proposed and convened 8 meetings
The general meeting of shareholders, including one annual general meeting and seven extraordinary general meetings, deliberated and adopted 27 topics. See the appendix for the specific daily work of the board of directors.
(II) work of the board of directors during recess
1. Enforce discipline, optimize and adjust personnel structure
Facing the pressure of annual report preparation and information disclosure in 2020, the chairman of the company held many meetings to mobilize the company's employees, call on the employees to pay attention to political discipline and organizational discipline, and organize personnel in key positions to talk; Strengthen the training and bold appointment of employees who "stress the party spirit, can bear hardships and fight hard battles". The Party committee of the company further optimized and adjusted the cadre team structure according to the performance and investigation of the middle-level cadre team in the key period of "wind proof debt".
2. Strengthen leadership and quickly formulate and implement emergency plans
In the face of various risks, the Party committee and the board of directors of the company responded positively, set up various working groups headed by the Secretary of the Party committee and the chairman of the board of directors of the company for different risk categories, sort out the risk nodes faced by the easily seen shares throughout the year, conduct pre research and pre judgment on the risks, clarify the risk disposal sequence, timely study and formulate the emergency plan for emergencies, actively carry out relevant work, and promote the risk disposal according to the plan and steps, Ensure that all kinds of risks can be handled in time.
3. Highlight party history education and comprehensively strengthen party building
The company carefully studied, implemented and understood the series of important speeches of Xi Jinping general secretary, and studied the important instructions of Yunnan provincial Party committee and provincial government, as well as the spirit of important instructions and instructions of relevant superior departments. Take the study and implementation of the spirit of the Sixth Plenary Session of the 19th CPC Central Committee as an important political task, deeply understand the decisive significance of the "two establishment", solidly carry out the study and education of party history, realize the party lectures and special organizational life of Party organizations at all levels, and strive to strengthen the construction of grass-roots party organizations and Party members. In 2021, the company established the Party committee and Discipline Inspection Commission for the first time, and the party construction and grass-roots party organization construction were on the right track. The company newly established the party masses work department, discipline inspection and supervision office and other working departments. The Party committee of the company established the grass-roots Party branch in the headquarters of the company and the party organization in the holding subsidiary, completing the party construction into the chapter. At the same time, under the guidance of Party construction, study and solve major problems, and effectively integrate party construction into all links of corporate governance, which has become a solid guarantee for the company to overcome difficulties and prevent wind debts.
(III) work of special committees of the board of directors
There are four special committees under the board of directors: Audit Committee, nomination committee, salary and assessment committee and Strategy Committee, which provide scientific and professional opinions and supplements for the decision-making of the board of directors and promote the efficient operation and scientific decision-making of the board of directors. In 2021, the special committees of the board of directors held 19 meetings to review and express their opinions on important matters such as periodic reports, related party transactions, loans, external guarantees, changing the appointment of accounting firms, the qualifications of directors and senior managers. Under the requirements of their own work responsibilities, each special committee provided professional opinions and suggestions for the scientific decision-making of the board of directors and contributed to the operation Financial audit and other major issues have provided important suggestions. The performance of the special committee of the board of directors is as follows:
1. Board of Auditors
In 2021, the audit committee of the board of directors of the company gave full play to the audit and supervision functions of the audit committee in accordance with the articles of association, detailed rules for the work of the audit committee and other relevant regulations. It held 10 meetings successively to review the company's financial reports and express opinions, supervise and evaluate the work of external audit institutions, guide internal audit, evaluate the effectiveness of internal control, review the company's major related party transactions Important matters such as borrowing, external guarantee, change of accounting policy, change of accounting firm, etc.
