Work report of the board of directors in 2021
In 2021, the board of directors of Kelin Environmental Protection Equipment Inc(002499) (hereinafter referred to as “the company”) in accordance with the company law, securities law, Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of companies listed on the main board, the articles of association, the rules of procedure of the board of directors and other relevant laws and regulations, normative documents and the provisions of the company system, Perform the duties of the board of directors entrusted by the general meeting of shareholders, strictly implement the resolutions of the general meeting of shareholders, diligently carry out various work, actively promote the implementation of the resolutions of the board of directors, and strive to promote the sustainable and stable development of the company. The work of the board of directors in 2021 is reported as follows:
1、 Main operations in 2021
Affected by the superposition of macroeconomic, financial policy, photovoltaic policy, liquidity tension and other factors, the company suffered losses for two consecutive years in 2018 and 2019. In 2020, it only relied on its own power station to maintain its own blood. It mainly focused on dealing with litigation and continuous operation problems caused by debt default and liquidity tension, and did not carry out EPC engineering business and new business for the time being. In view of the continuous decline of performance in recent years, the board of directors of the company deeply analyzed the internal operation and management problems, comprehensively reorganized the company’s business operation mode and strategy, and strengthened the reform idea of the company’s strategic transformation.
The company introduced the strategic investor Hangzhou Minghan Investment Management Co., Ltd. in December 2020 and changed the controlling shareholder and actual controller in January 2021. Under the strategic guidance and resource empowerment of the new board of directors, we will strengthen the strategic transformation, take turning losses into profits as the primary goal, lay out new businesses, and establish an internal and external capacity and resource system focusing on transformation and development. The company has gradually started the implementation of new business, successively established Shanghai Zhuo Lihe culture media Co., Ltd., yiyoule network technology (Beijing) Co., Ltd. and Youle optimization (Hainan) Trading Co., Ltd., and successively carried out relevant business.
In 2021, the company’s new business was mainly implemented by Yi Youle. In the first half of 2021, the company started and preliminarily completed team building, it technology research and development, supply chain system resource docking and other work. While vigorously investing in research and development, the company also continued to improve the patent layout to fully protect the core technology and build a solid bottom foundation for business development and future new business expansion. By gradually consolidating the underlying foundation for the development of new business and closely focusing on the overall strategic layout of the company, Yi Youle successively launched the negotiation and implementation of relevant business in the second half of the year, and the core business focused on technology research and development, information technology services, supply chain services and e-commerce.
During the reporting period, the company’s operating income was RMB 1700123 million, an increase of 331.69% over the same period of last year; The net profit attributable to the shareholders of the listed company was -296482 million yuan, a decrease of 403.19% over the same period last year.
2、 Daily work of the board of directors
(I) meetings of the board of directors during the reporting period
During the reporting period, the company held 13 meetings of the board of directors. The convening and convening procedures of the meeting, the qualifications of the participants, the voting procedures, the voting results and the contents of the resolutions were in line with the provisions of laws and regulations, the articles of association and the rules of procedure of the board of directors. The board of directors of the company has established four professional committees: audit, nomination, strategy, remuneration and assessment. Each committee has a clear division of labor to provide scientific and professional opinions for the decision-making of the board of directors and ensure the effective supervision of the management by the board of directors.
Meeting session date disclosure date meeting resolution
The 4th board of directors deliberated and adopted the proposal on the election of non independent directors of the 5th board of directors of the company
The 26th February 2021 case of the board of directors; Proposal on the election of independent directors of the 5th board of directors of the company; Proposal on Amending the articles of association of the company on September 9 and 10 of the meeting; Proposal on Amending the rules of procedure of the board of directors; Proposal on convening the second extraordinary general meeting of shareholders in 2021.
The proposal on electing members of the special committee of the Fifth Board of directors of the company from February 2021 to March 2021 was reviewed and approved; Proposal on electing the chairman of the company; Proposal on the election of the chairman of the first meeting of the company’s deputy board of directors on January 27 and February 2; Proposal on the appointment of senior managers of the company; Proposal on the appointment of securities affairs representatives of the company; Proposal on appointing the director of the internal audit department of the company.
In April 2021, the Fifth Board of directors deliberated and approved the proposal of the second session of Parliament on the company’s proposed investment and establishment of joint ventures and related party transactions on April 21 and 22.
Discuss
Reviewed and approved the 2020 general manager’s work report; Financial report for 2020
Final accounts report; 2020 work report of the board of directors; 2020 Annual Report
Full text and abstract of the report; 2020 profit distribution plan; Within 2020
The fifth self-evaluation report on the control of the board of directors; Proposal on adjusting the allowance of independent directors;
The third meeting of the board of directors April 2021 April 2021 on matters involved in non-standard audit opinions issued by accounting firms
Proposal for special explanation on January 27 and 29; Full text and text of the first quarter report of 2021; Special report on reviewing the occupation of non operating funds and other related capital transactions
Proposal on audit instructions; The notice on the certificate issued to the accounting firm
The proposal on the special description of the internal control assurance report without reservations in paragraph; Proposal on convening the 2020 annual general meeting of shareholders.
The Fifth Board of directors deliberated and passed the proposal on the company’s foreign investment in June 2021; Proposal on adding the event of the fourth session of the independent board of directors on June 17 and 18; Proposal on convening the third extraordinary general meeting of shareholders in 2021. Discuss
The 5th board of directors deliberated and adopted the full text and summary of the 2021 semi annual report; Proposal on renewing the appointment of the fifth meeting of the board of auditors in August 2021 and August 2021; Proposal on Amending the articles of Association; Proposal on the change of accounting estimates on January 13 and 16; On convening the fourth extraordinary shareholders’ meeting in 2021
Motion of the general assembly.
In August 2021, the 5th board of directors deliberated and approved the proposal on the incentive plan (Draft) and its summary of the right on the 20th day of the sixth meeting of Kelin Environmental Protection Equipment Inc(002499) 2021 stock meeting on August 19; About Colin environmental protection
Proposal on the management measures for the implementation of 2021 stock option incentive plan of Equipment Co., Ltd; Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s equity incentive plan; Proposal on convening the fifth extraordinary general meeting of shareholders in 2021.
The 5th director August 2021
The seventh meeting of the board of directors deliberated and adopted the proposal on investment and establishment of wholly-owned subsidiaries on June 27 and 28.
Discuss
The 5th board of directors September 2021
The proposal on granting stock options to incentive objects for the first time was deliberated and adopted at the eighth meeting of the board of directors on June 14 and 16. Discussion on the 5th board of directors October 2021
The third quarter report of 2021 was considered and adopted at the ninth meeting of the board of directors on September 29.
Discuss
The proposal on continuing to promote the sale of Shandong Heze Power Station and partial debt exemption of the obligee from November 2021 to November 2021 of the Fifth Board of directors was deliberated and adopted; Proposal on continuing to promote the sale of Tibet Shannan power station at the 10th meeting on August 8 and 10 and partial debt exemption to its property owner; Proposal on the appointment of the company’s representative for securities affairs; Proposal on convening the sixth extraordinary general meeting of shareholders in 2021.
In November 2021, the 5th board of directors deliberated and approved the proposal on granting reserved stock options to the incentive objects of 2021 stock option incentive plan on November 17 and 18 of the 11th meeting of the board of directors.
meeting
In December 2021, the 5th board of directors deliberated and adopted the proposal on changing the accounting firm; Proposal on requesting the convening of the seventh extraordinary general meeting of shareholders of the company in 2021 on the 13th and 14th of the 12th month.
meeting
(II) the board of directors convened the general meeting of shareholders and implemented the resolutions of the general meeting of shareholders
In 2021, the company held 8 general meetings of shareholders. In accordance with the company law, securities law and other relevant laws and regulations and the articles of association, the board of directors made decisions strictly within the scope authorized by the general meeting of shareholders, earnestly performed the duties of the board of directors, timely implemented the resolutions of the general meeting of shareholders, and completed all the work authorized by the general meeting of shareholders.
Meeting session type meeting date disclosure date meeting resolution
On January 20, 2021, the first extraordinary shareholders’ meeting in 2021 deliberated and approved the proposal of the extraordinary shareholders’ meeting on adding non independent directors; Proposal on Amending the articles of association.
The proposal on the election of non independent directors of the 5th board of directors of the company was deliberated and adopted; Proposal on the election of independent directors of the second extraordinary shareholder of the company in the fifth year 2021 from February 2021 to the second session of the board of directors in 2021; Proposal on the election of non employee supervisors of the Fifth Board of supervisors of the company on the 25th and 26th of the extraordinary general meeting of shareholders of the company; Proposal on Amending the articles of Association; Proposal on Amending the rules of procedure of the board of directors.
