Work report of the board of directors in 2021
In 2021, the board of directors of Jiangsu Huasheng Tianlong Photoeletric Co.Ltd(300029) (hereinafter referred to as “the company”) actively performed the duties entrusted to the board of directors by the general meeting of shareholders in strict accordance with the company law, securities law, articles of association and other relevant laws and regulations, normative documents and the provisions of the company’s system, diligently carried out various work and promoted the sustainable, healthy and stable development of the company. 1、 Overall operation of the company during the reporting period
2021 is the first complete strategic achievement test year after the company promoted the strategic goal of business transformation. On the premise of adhering to the new energy industry, the company has made substantial progress in the investment and development of new energy power stations, new energy EPC projects, power station operation and maintenance, new energy equipment sales and other businesses according to the strategic development goal. After improving and optimizing the core competitiveness such as business team building and business resource integration, the business scale and operating profit of the company have been significantly improved, the sustainable operation ability of the company has been significantly improved, and the profitability has been continuously enhanced. 2、 Daily work of the board of directors during the reporting period
1. Convening of the board of directors
During the reporting period, the board of directors of the company held 13 meetings. The convening and convening procedures of the meetings were in line with the relevant provisions of the company law, the stock listing rules of Shenzhen Stock Exchange and the articles of association. The directors independently deliberated and voted on the proposals of the meeting. Details are as follows:
Meeting date of the preparatory meeting and matters to be considered
number
The proposal on the company’s meeting the conditions for issuing shares to specific objects, the proposal on the company’s plan for issuing shares to specific objects in 2021, and the proposal on the demonstration and analysis report of the company’s plan for issuing shares to specific objects in 2021 were reviewed and approved The proposal on no need to prepare the statement on the use of the previously raised funds, the proposal on signing the subscription agreement for issuing shares to specific objects with conditional effect with Dayou Holding Co., Ltd., the proposal on related party transactions involving the issuance of shares of the Fourth Board of directors in 2021 to specific objects Proposal on thin spot return and filling measures and commitments of relevant subjects on the 31st 10th of the first meeting of the board of directors for issuing shares to specific objects, proposal on submitting the general meeting of shareholders to authorize the board of directors to handle the specific matters of issuing shares to specific objects The proposal on the dividend return plan for shareholders in the next three years (20212023), the proposal on the company’s internal control self-evaluation report, the proposal on Revising the company’s measures for the management of raised funds, the proposal on proposing to convene the first extraordinary general meeting of shareholders in 2021 The proposal on the company’s plan to issue shares to specific objects in 2021 was deliberated and adopted one by one
Deliberated and adopted the work report of the general manager in 2020, the work report of the board of directors in 2020, the annual report of 2020 and the summary of the annual report in 2020, the final financial statement report in 2020, the profit distribution plan in 2020, and the self-evaluation report on internal control in 2020 issued by the Fourth Board of directors in April 2021 The proposal on Amending the agenda of the 32nd session of the 2nd chapter of the company, the proposal on the provision for asset impairment in 2020, the proposal on Exempting the notice period of the 32nd session of the 4th board of directors, the special statement of the board of directors on the matters involved in the unqualified audit report with explanatory paragraphs Proposal on adjusting the remuneration of some directors and proposal on convening the 2020 annual general meeting of shareholders
In May 2021, the 4th board of directors deliberated and approved the proposal on borrowing from controlling shareholders and related party transactions, and the proposal on submitting the borrowing matter to the second extraordinary general meeting of shareholders in 2021 on March 27
Proposal of the meeting
The 4th board of directors deliberated and passed the proposal on the appointment of accounting firms, the proposal on the election of independent director candidates for the 34th session of the 5th board of directors in June 2021, the proposal on the election of director candidates for the non independent meeting of the 5th board of directors on September 29, and the proposal on the proposal to convene the second extraordinary general meeting of shareholders in 2021
The 5th board of directors deliberated and passed the proposal on the election of the chairman of the 5th board of directors, the proposal on the composition of professional committees of the 5th board of directors in July 2021, the proposal on the appointment of the general manager, the proposal on the appointment of the chief financial officer on January 19, the proposal on the appointment of the chief financial officer and the proposal on the appointment of the Secretary of the board of directors
In August 2021, the 5th board of directors deliberated and approved the proposal on signing major contracts for daily operation and related party transactions, and the proposal on convening the third extraordinary general meeting of shareholders in 2021 on June 3, the second meeting of the 6th board of directors
Discuss
The 5th board of directors deliberated and approved the proposal on the conversion of some fixed assets and intangible assets into investment real estate and the adoption of fair value measurement mode at the third meeting of the 7th board of directors in August 2021, the proposal on the full text and summary of the company’s semi annual report on August 23, 2021, the proposal on the change of accounting policies and the proposal on the correction of accounting errors
In October 2021, the 5th board of directors deliberated on the cancellation of the proposal on the conversion of some fixed assets and intangible assets into investment real estate and the adoption of fair value measurement mode on August 13 of the fourth meeting of the board of directors
Discuss
The proposal on correcting the financial data of the company’s 2020 annual report, the summary of the annual report and the fifth annual financial report of the board of directors, the data of October 2021 of the fifth financial 9 meeting of the 2019 annual financial report and the financial data of 2018 annual financial report was reviewed and approved Proposal on correcting the company’s 2021 semi annual report, semi annual report summary and partial financial data in the semi annual financial report on January 24, and proposal on the company’s 2021 third quarter report
The Fifth Board of directors deliberated and approved the proposal on increasing business scope and amending the articles of association in December 2021, and the proposal on proposing to convene the fourth extraordinary general meeting of shareholders in 2021 at the sixth meeting of the board of directors on October 1
Discuss
The 5th board of directors December 2021
11. The proposal on signing major contracts for daily operation was deliberated and adopted at the seventh meeting of the board of directors on August 8
Discussion 12 the 5th board of directors deliberated and passed the proposal on asset sale on December 22, 2021 and the proposal on the eighth meeting of the asset sale board
Discuss
The 5th board of directors deliberated and approved the proposal on the achievement of the vesting conditions for the first vesting of the company’s 2020 restricted stock incentive plan in the 12th session of the 13th board of directors in 2021, the proposal on Abolishing Some of the restricted shares granted but not yet vested on the 29th day of the month of discussion, and the proposal on Abolishing the reserved restricted shares in the 2020 restricted stock incentive plan
2. Convening of the general meeting of shareholders and implementation of the resolutions of the general meeting of shareholders
During the reporting period, the company held five general meetings of shareholders. The board of directors made careful preparations in strict accordance with the rules of procedure of the general meeting of shareholders and other requirements to ensure the smooth convening of the general meeting of shareholders and the normal exercise of shareholders’ rights. After the meeting, the board of directors strictly and conscientiously implemented the resolutions of the general meeting of shareholders in accordance with the law.
No. date of the meeting and matters to be considered
Deliberated and passed the 2020 work report of the board of directors, the 2020 annual report on the work of the board of supervisors in May 2021, the 2020 financial statement report, the 2020 profit distribution plan, the 2020 annual report and summary, and the proposal on Amending the articles of association on the 13th of the 1st East conference Proposal on adjusting the remuneration of some directors
Deliberated and passed the proposal on the company meeting the conditions for issuing shares to specific objects, the proposal on the company’s plan for issuing shares to specific objects in 2021, and the proposal on the company’s plan for issuing shares to specific objects in 2021 The report on the demonstration and analysis of the company’s plan to issue shares to specific objects in 2021, the report on the feasibility analysis of the use of funds raised by the company’s issuance of shares to specific objects, and the statement on the first time in 2021 that there is no need to prepare the report on the use of funds raised in the previous time in January 2021
2. Proposal of the 27th extraordinary general meeting of shareholders Issued to specific objects by signing with Dayou Holding Co., Ltd. conditional entry into force; issued to specific objects by signing with Dayou Holding Co., Ltd. conditional entry into force; issued to specific objects by issuing shares to specific objects; diluted immediate return and filling measures and relevant principal Proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle the issuance to specific objects, proposal on the plan for shareholders’ dividend return in the next three years (20212023), proposal on Revising the company’s measures for the management of raised funds
The proposal on the appointment of accounting firms, the proposal on the second borrowing from controlling shareholders in 2021 and related party transactions in July 2021, the proposal on the election of non independent directors of the 5th board of directors on the 19th of the 3rd extraordinary general meeting of shareholders, the proposal on the election of independent directors of the 5th board of directors Proposal on the election of non employee representative supervisors of the Fifth Board of supervisors
4. The 19th proposal of the extraordinary general meeting of shareholders on signing major contracts for daily operation and related party transactions was deliberated and adopted in August 2021 for the third time in 2021
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