Stock Code: Henan Kedi Dairy Co.Ltd(002770) stock abbreviation: ST Cody Henan Kedi Dairy Co.Ltd(002770)
Work report of the board of directors in 2021
April, 2002
two thousand and twenty-one
Dear directors
In 2021, the board of directors of the company strictly abided by the company law, the securities law and other laws and regulations, the articles of association and other relevant provisions, earnestly performed the responsibilities entrusted by the general meeting of shareholders, further improved the corporate governance structure, standardized operation, made scientific decisions, actively responded to the external environment, overcome the adverse impact of covid-19 epidemic, changed ideas and promoted development, took many measures to resolve the existing problems, and authorized the management to seek operation, strengthen management Promote development, ensure the normal development of various businesses, stable production and operation and good development situation, and lay a solid foundation for rapid development in 2022. The work report of the board of directors in 2021 is as follows:
1、 Completion of key work in 2021
In 2021, with the care and support of Party committees and governments at all levels and with the help of the activity group of "10000 people helping 10000 enterprises" in provinces, cities and counties, the company took many measures to resolve the existing problems and took positive measures to ensure stability and promote development, so as to ensure normal production and operation and good development situation. In accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant laws, administrative regulations, departmental rules, normative documents and relevant provisions of the company, the board of directors of the company earnestly performs its duties, fully implements all matters decided by the general meeting of shareholders, and solidly completes the daily work of the board of directors, Improve the corporate governance structure and internal control system, standardize operation, make scientific decisions, improve the corporate governance level and risk prevention ability, promote the sustainable and high-quality development of the company, and earnestly safeguard the interests of the company and all shareholders. Facing the severe situation of covid-19 epidemic, the company resolutely implemented the important instructions of Xi Jinping general secretary and the decision-making and deployment of the CPC Central Committee, the State Council, provinces, cities and counties, adhered to the general policy of both epidemic prevention and control and production and operation, took multiple measures at the same time, made concerted efforts to pay close attention to epidemic prevention and control and production and operation, and earnestly implemented the measures to ensure the people's livelihood, so as to ensure the normal development of the company's production and operation; According to the law, the manager and management are authorized to seek operation, strengthen management and promote development. By changing development ideas, abiding by integrity and innovation, and strengthening the management of all links of supply, production and sales, the high quality of enterprise development is promoted; By reducing non productive costs, optimizing inventory, shortening turnover cycle, reducing burden and capital pressure, and enhancing hematopoietic function and sustainable operation ability; The advantages of new and old markets will be consolidated and the advantages of new and old markets will be consolidated through the rapid development of channels and products.
In 2021, in the face of complex external environment, without external financial support, the company relied on its own blood to ensure normal production and operation, and repaid more than 50 million yuan of old milk arrears and wages throughout the year.
In 2021, the company achieved an annual sales revenue of 591 million yuan, an increase of 24.22% over the same period last year; The total profit was 4.6461 million yuan, an increase of 100.39% over the same period last year; The net profit was 3.2650 yuan, an increase of 100.26% over the same period last year. 2、 Daily work of the board of directors in 2021
(I) convening of the board meeting
In 2021, the company held eight board meetings, as follows:
1. On January 25, 2021, the company held the 7th Meeting of the 4th board of directors, deliberated and passed the proposal on changing the independent directors of the company, the proposal on Directors' remuneration and the proposal on convening the first extraordinary general meeting of shareholders in 2021.
2. On March 26, 2021, the company held the 8th meeting of the 4th board of directors, deliberated and passed the proposal on the repayment of part of the company's arrears by a third party on behalf of major shareholders in the form of debt commitment.
3. On April 6, 2021, the company held the 9th meeting of the 4th board of directors, deliberated and passed the proposal on the third party repaying part of the company's arrears on behalf of major shareholders by means of debt undertaking.
4. On April 12, 2021, the company held the 10th meeting of the 4th board of directors, deliberated and adopted the proposal on convening the second extraordinary general meeting of shareholders in 2021.
5. On April 29, 2021, the company held the 11th meeting of the 4th board of directors, Deliberated and passed the work report of the board of directors in 2020, the work report of the general manager in 2020, the financial final accounts in 2020 and the financial budget report in 2021, the proposal on the full text and summary of the company's report in 2020, the proposal on the company's profit distribution plan in 2020 and the proposal on the prediction of the company's daily connected transactions in 2021 Proposal on Authorizing the chairman of the board of directors to approve and sign loan documents, special instructions of the board of directors on matters involved in the audit report on which the company's 2020 financial report cannot express opinions, self-evaluation report on the company's internal control, proposal on the full text and text of the company's first quarter report in 2021, proposal on convening the 2020 general meeting of shareholders, and listening to the report of the company's 2020 independent directors.
6. On August 27, 2021, the company held the 12th meeting of the 4th board of directors, deliberated and passed the proposal on the full text and summary of the company's 2021 semi annual report and the proposal on changing accounting policies.
7. On October 29, 2021, the company held the 13th meeting of the 4th board of directors, deliberated and passed the proposal on the third quarter report of the company in 2021 and the proposal on correction and retroactive adjustment of accounting errors in the early stage.
8. On December 30, 2021, the company held the 14th meeting of the Fourth Board of directors, deliberated and passed the proposal on signing the debt repayment agreement and the proposal on convening the first extraordinary general meeting in 2022.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the company held three general meetings of shareholders. In accordance with the provisions and requirements of the company law, the articles of association and the rules of procedure of the board of directors, and in strict accordance with the authorization of the general meeting of shareholders, the board of directors of the company earnestly performed its duties and fully implemented all matters resolved by the general meeting of shareholders.
1. On February 10, 2021, the company held the first extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on changing independent directors and the proposal on Directors' remuneration.
2. On April 28, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and passed the proposal on the third party repaying part of the funds owed to the company by way of debt undertaking on behalf of the controlling shareholder.
3. On May 24, 2021, the company held the 2020 annual general meeting of shareholders, Deliberated and passed the 2020 work report of the board of directors, the 2020 work report of the board of supervisors, the 2020 final financial statement report and 2021 financial budget report of the company, the proposal on the full text and summary of the 2020 annual report of the company, the proposal on the 2020 profit distribution plan of the company and the proposal on the prediction of daily connected transactions in 2021. All the above proposals have been carefully reviewed and approved in accordance with the resolutions of the general meeting of shareholders Complete the implementation in time.
(III) performance of special committees under the board of directors
1. Performance of the audit committee of the board of directors
The audit committee of the board of directors of the company is composed of two independent directors and one non independent director, of which the chairman is an independent director of accounting. In accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the working rules of the audit committee of the board of directors of the company, the audit committee of the board of directors of the company has performed the following duties based on the principle of diligence:
(1) On April 29, 2021, the company held the fifth meeting of the audit committee of the Fourth Board of directors, Deliberated and passed the proposal on the full text of Henan Kedi Dairy Co.Ltd(002770) 2020's main operating performance, the proposal on the full text and text of the company's first quarter report in 2021, the company's 2020 financial final report and 2021 financial budget report, the proposal on the full text and summary of the company's 2020 annual report, and the proposal on the prediction of daily connected transactions in 2021.
(2) On August 29, 2021, the audit committee of the Fourth Board of directors of the company held its sixth meeting, deliberated and adopted the proposal on the full text and summary of the company's 2021 semi annual report.
(3) On October 29, 2021, the audit committee of the Fourth Board of directors of the company held its seventh meeting, deliberated and adopted the proposal on the full text and text of the third quarter report of the company in 2021.
2. Performance of the strategy committee of the board of directors
The strategy committee of the board of directors of the company is composed of one independent director and two non independent directors, of which the chairman is the chairman of the company. In accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the working rules of the strategy committee of the board of directors of the company, the strategy committee of the board of directors of the company performed the following duties in the principle of diligence: on April 29, 2021, the strategy committee of the Fourth Board of directors of the company held the second meeting, The proposal on the company's 2021 development plan and investment plan and the proposal on the company's 2020 profit distribution plan were reviewed and approved.
3. Performance of the nomination committee of the board of directors
The nomination committee of the board of directors of the company is composed of two independent directors and one non independent director, of which the chairman is an independent director. In accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and the working rules of the nomination committee of the board of directors of the company, the nomination committee of the board of directors of the company has performed the following duties based on the principle of diligence:
On January 26, 2021, the nomination committee of the Fourth Board of directors of the company held its fourth meeting, deliberated and adopted the proposal on changing the independent director of the company.
4. Performance of the remuneration and assessment committee of the board of directors
The remuneration and assessment committee of the board of directors of the company is composed of two independent directors and one non independent director, of which the chairman is an independent director. According to the relevant provisions of the company's detailed rules for the implementation of the remuneration and assessment committee of the board of directors, the remuneration and assessment committee of the board of directors of the company has performed the following duties based on the principle of diligence:
(1) On January 26, 2021, the remuneration and assessment committee of the Fourth Board of directors of the company held its second meeting and deliberated and adopted the proposal on the remuneration of directors of the company. (2) On April 29, 2021, the remuneration and assessment committee of the Fourth Board of directors of the company held its third meeting and deliberated and adopted the proposal on the performance assessment of the company's senior managers in 2020 and the performance assessment objectives in 2021.
(IV) performance of duties of independent directors of the board of directors
In 2021, the independent directors of the company earnestly performed their duties and participated in the decision-making of major matters of the company in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shenzhen Stock Exchange and the relevant provisions of the company. In 2021, the independent directors did not raise any objection to the proposals considered at the previous board meetings and other matters of the company; They have carefully reviewed and issued written independent opinions on major matters requiring independent directors to express independent opinions, provided valuable professional suggestions and opinions on the company's major decisions, and improved the scientificity and objectivity of the company's decisions.
(V) information disclosure and investor relations management
During the reporting period, the board of directors of the company carried out information disclosure and investor relations management in strict accordance with the internal reporting system of major information, information disclosure management system, insider registration management system, investor relations management system and other rules and regulations as well as relevant laws and regulations. Truthfully, accurately, timely and completely disclose the relevant information of the company, and communicate with investors through various channels. During the reporting period, there was no major error in information disclosure and the interaction with investors was harmonious.
On May 20, 2021, the company held an online performance presentation of the 2020 annual report, and conducted online exchanges with investors on the company's performance, operation status, development prospects and other issues concerned by investors. During the briefing, investors raised many questions, and the directors and senior managers attending the meeting responded on the spot.
(VI) corporate governance
During the reporting period, the company improved the corporate governance structure, established and improved the internal management and control system, and continuously improved the governance level and risk prevention ability of the company in strict accordance with the requirements of relevant laws, administrative regulations, departmental rules and normative documents, such as the company law, the Securities Law, the governance standards for listed companies, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and so on.
3、 2022 annual work plan
(I) business objectives in 2022
According to the actual development of the company, comprehensively considering the external environmental factors and carefully analyzing and studying the market and its own advantages, the business goal in 2022 is to ensure that the output value and profit increase by more than 30% per year.
(II) work priorities in 2022
1. Do a solid job in the daily work of the board of directors
The board of directors of the company will do a solid job in the daily work of the board of directors in accordance with the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the articles of association, the rules of procedure of the board of directors and other relevant laws, administrative regulations, departmental rules, normative documents and relevant provisions of the company, and fully implement all matters decided by the general meeting of shareholders, Continuously improve the corporate governance structure and further improve the governance of the company
