Shenzhen Changfang Group Co.Ltd(300301)
Work report of the board of directors in 2021
In 2021, the board of directors of the company strictly followed the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"), the self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other laws, regulations and the articles of association In accordance with the relevant provisions of the rules of procedure of the board of directors and the attitude of being responsible to all shareholders, scrupulously perform their duties, actively and effectively exercise their powers, earnestly implement the resolutions of the general meeting of shareholders, and diligently carry out the work of the board of directors, so as to maintain the sustainable, stable and healthy development of the company. Now the work of the board of directors in 2021 is reported as follows:
1、 Operation in 2021
In 2021, the company achieved a total operating income of 159904434304 yuan, an increase of 22.73% over 130285748294 yuan of the previous year; The operating profit was -27291641861 yuan, down 309191% from -855024657 of the previous year; The net profit attributable to shareholders of listed companies was -37 Guilin Tourism Corporation Limited(000978) 677 yuan, down 877.71% from -3784447644 yuan in the previous year.
2、 Work of the board of directors in 2021
During the reporting period, the board of directors held 12 meetings, including:
1. On January 10, 2021, the sixth meeting of the Fourth Board of directors was held in the company's conference room by combining on-site and communication. The proposal on reviewing the company's self inspection report on improving the quality of Listed Companies in 2020, the proposal on developing bill pool business and the proposal on the proposed disposal of some idle assets were deliberated and adopted.
2. On February 7, 2021, the seventh meeting of the Fourth Board of directors was held by video, and the proposal on providing guarantee and related party transactions for subsidiaries to apply for loans from banks was deliberated and adopted
3. On March 21, 2021, the 8th meeting of the 4th board of directors was held in the company's conference room in the form of on-site and communication, and the proposal on China Citic Bank Corporation Limited(601998) continuing to implement temporary extension and related party transactions for the loans applied by the company was deliberated and adopted.
4. On April 26, 2021, the 9th meeting of the 4th board of directors was held in the company's meeting room to discuss the proposal on the work report of the board of directors, the proposal on the 2020 annual report and its summary, the proposal on the 2020 profit distribution plan, the proposal on the 2020 final account report, the proposal on the 2020 internal control self-evaluation report Proposal on the special report on the deposit and use of raised funds in 2020, proposal on the remuneration of directors in 2020, proposal on the remuneration of senior managers in 2020, proposal on the provision for asset impairment and write off of bad debts in 2020, proposal on the re demonstration and termination of some raised investment projects Proposal on the company's outstanding losses exceeding one third of the total paid in share capital, proposal on the full text of the company's report for the first quarter of 2021, proposal on the company and its subsidiaries applying to the bank for credit line, expected guarantee line and carrying out bill pool / asset pool business in 2021, proposal on renewing Dahua Certified Public Accountants (special general partnership) as the company's audit institution in 2021 Proposal on proposing to convene the 2020 annual general meeting of shareholders.
5. On May 21, 2021, the 10th meeting of the 4th board of directors was held in the company's conference room by means of on-site and communication. The proposal on selling assets and related party transactions, the proposal on signing the equity transfer agreement, the proposal on signing the lease contract, the proposal on signing the loan agreement and related party transactions, and the proposal on signing the leaseback agreement were considered and adopted Proposal on convening the first extraordinary general meeting of shareholders in 2021.
6. On May 28, 2021, the 11th meeting of the 4th board of directors was held in the company's conference room by combining on-site and communication, and the proposal on the implementation of debt restructuring was deliberated and adopted.
7. On August 2, 2021, the 12th meeting of the 4th board of directors was held in the company's conference room in a combination of on-site and communication. The proposal on by election of non independent directors of the 4th board of directors, the proposal on changing the person in charge of internal audit of the company and the proposal on requesting the convening of the second extraordinary general meeting of shareholders in 2021 were deliberated and adopted.
8. On August 20, 2021, the 13th meeting of the 4th board of directors was held in the company's conference room in the form of on-site and communication. The proposal on terminating raised investment projects and permanently replenishing the remaining raised funds with working capital, the proposal on continuing to postpone the return of idle raised funds, and the proposal on requesting the convening of the third extraordinary general meeting of shareholders in 2021 were deliberated and adopted.
9. On August 26, 2021, the 14th meeting of the 4th board of directors was held in the company's conference room by combining on-site and communication. The proposal on the company's 2021 semi annual report and its summary and the proposal on the special report on the deposit and use of the company's 2021 semi annual raised funds were deliberated and adopted. 10. On September 17, 2021, the 15th meeting of the 4th board of directors was held in the company's conference room in the form of on-site and communication, and the proposal on providing guarantee and related party transactions for subsidiaries to apply for mortgage loans from banks was deliberated and adopted.
11. On October 18, 2021, the 16th meeting of the 4th board of directors was held in the company's conference room by combining on-site and communication. The proposal on the company's application for credit line and related party transactions from banks with asset mortgage and the proposal on the appointment of securities affairs representatives were deliberated and adopted.
12. On October 25, 2021, the 17th meeting of the Fourth Board of directors was held in the company's conference room by combining on-site and communication, and the proposal on the company's third quarter report in 2021 was deliberated and adopted. 3、 Daily operation of the board of directors
(I) convening of the board of directors
During the reporting period, the board of directors of the company held 12 meetings to exercise the functions and powers specified in the articles of association, and all directors were not absent from the meeting. See the information disclosure website designated by the China Securities Regulatory Commission on the gem for the announcement of resolutions of previous board meetings.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
During the reporting period, the company held four general meetings of shareholders. The board of directors of the company performed its duties in accordance with the company law, the securities law and other laws and regulations and the articles of association, and earnestly implemented various proposals considered and adopted by the general meeting of shareholders in strict accordance with the resolutions and authorization of the general meeting of shareholders.
(III) convening of special committees of the board of directors
In order to ensure the scientificity and professionalism of the proceedings of the board of directors, the board of directors of the company has established four special committees: Audit Committee, nomination committee, salary and assessment committee and strategic decision-making committee. The four special committees of the board of directors held 10 meetings in 2021. All special committees carefully study and make scientific decisions, improve the company's strategic planning, improve the company's core competitiveness and sustainable development ability, strengthen the standardized operation of listed companies, and further enhance the level of risk control. During the reporting period, the members of the audit committee nominated the person in charge of internal audit and arranged the relevant work of the audit department; During the audit of the company's annual accounts receivable of RMB 30 billion and RMB 30 billion, the management has cooperated with the management to understand the matters related to the audit of the company's annual accounts receivable of RMB 30 billion and RMB 30 billion. As the performance of kangmingsheng changed greatly in 2021, the accountant was requested to pay special attention to the price rise of its raw materials, the changes of its main customers, and the changes of the varieties, specifications and prices of its main suppliers and their products. With regard to rebate, the audit committee requires: to verify clearly and ensure the accuracy of the data; If there are errors in the company's previous financial statements, they shall be corrected in time; The management of the company shall consolidate the data in the remaining time to ensure the overall fairness and accuracy of the financial statements; Based on the principle of prudence, accountants prudently express audit opinions.
4、 Information disclosure and investment relationship management
The company has strengthened the management of information disclosure affairs and investment relations in strict accordance with the provisions of relevant laws and regulations, information disclosure affairs management system and investor relations management system, and designated securities times, Securities Daily, China Securities News and cninfo (www.cn. Info. Com. CN.) For the newspapers and websites that disclose the company's information, disclose the information truthfully, accurately, timely and completely, ensure that all investors have fair access to the company's information, implement strict confidentiality procedures for major undisclosed insider information, and control the scope of insiders. At the same time, the company fully communicates with investors through investment relationship interactive platform, investor special line telephone and online performance briefing. In addition, the company also actively and timely maintains contact and communication with the regulatory authorities and reports the relevant matters of the company, so as to accurately grasp the normative requirements of information disclosure and further improve the transparency and quality of information disclosure.
5、 Performance of duties of independent directors in 2021
During the reporting period, the independent directors of the company worked diligently and conscientiously in 2021 in strict accordance with the relevant provisions of laws, regulations and rules, such as the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the articles of association and the working rules for independent directors, During his term of office, he actively attended the meetings of the board of directors and the special committee of the board of directors held by the company without being absent, carefully considered various proposals of the board of directors, and expressed prior approval opinions and independent opinions on major matters of the company, which gave better play to the role of independent directors and played a positive role in the sound development of the company. The independent directors of the company provided valuable professional suggestions and opinions on major decisions of the company, It improves the scientificity of the company's decision-making and protects the interests of the company, shareholders and minority shareholders.
6、 Work plan of the board of directors in 2022
In 2022, the board of directors will continue to uphold the principle of being responsible to all shareholders, strictly comply with the provisions and requirements of the company law, the articles of association and relevant national laws, regulations and normative documents, implement the new development concept and high-quality development requirements, and faithfully perform their duties and responsibilities.
1. Give full play to the core role of the board of directors in corporate governance. Constantly improve the company's rules and regulations, strengthen the construction of internal control system, improve the risk control system, promote the standardized operation of the company and improve the level of corporate governance. Strengthen the training of directors' ability to perform their duties, improve the scientificity of the company's decision-making, ensure the healthy, stable and sustainable development of the company, and protect the interests of all shareholders and the company.
2. Do a solid job in information disclosure. The board of directors of the company will perform the obligation of information disclosure in strict accordance with the requirements of laws, regulations and normative documents such as the measures for the administration of information disclosure of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock exchange No. 2 - standardized operation of GEM listed companies, and the management system of information disclosure affairs of the company.
3. Strengthen investor relations management and further improve the level of investor relations management. The board of directors of the company will maintain good communication and exchange with investors, promote investors' understanding and understanding of the company, effectively protect investors' interests and establish a good capital market image of the company.
4. Supervise and guide the management to improve the internal control system and strengthen the control of subsidiaries. In view of the problems existing in the control of the subsidiary kangmingsheng, continue to urge and guide the company's management to make rectification plans, improve relevant internal control systems, and ensure the authenticity and accuracy of financial data.
Shenzhen Changfang Group Co.Ltd(300301) board of directors
April 29, 2022
