Zhuzhou Smelter Group Co.Ltd(600961) 2021 annual general meeting
Meeting materials
May 2022
catalogue
Name of motion
No. 1 company's 2021 annual report on the work of the board of directors 2 company's 2021 annual report on the work of the board of supervisors 3 company's 2021 annual report and summary 4 company's 2021 annual financial statement report 5 company's 2021 annual profit distribution plan
6 report on daily related party transactions of the company in 2021 and expected daily related party transactions of the company in 2022 7 report on internal control evaluation of the company in 2021 8 proposal on accepting entrusted loans 9 proposal on applying for Hunan Nonferrous Metals Holding Group Co., Ltd. to provide guarantee for financing of our company and its subsidiaries 10 proposal on acceptance Proposal on using the bank credit line and authorizing the chairman of the board of directors to sign legal instruments related to financing 11 work report of independent directors 12 performance of the audit committee of the board of directors and 2021 audit work review report 13 proposal on Amending the articles of association 14 proposal on Amending the rules of procedure of the general meeting of shareholders 15 proposal on Amending the rules of procedure of the board of directors
Zhuzhou Smelter Group Co.Ltd(600961)
Work report of the board of directors in 2021
Chairman Liu Langming
In 2021, in strict accordance with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other relevant laws and regulations, as well as the provisions and requirements of the articles of association and the rules of procedure of the board of directors, the board of directors of the company diligently and actively performed its duties, implemented various resolutions of the general meeting of shareholders and ensured the good operation of the company. Now, the main work of the board of directors in 2021 is reported as follows:
1、 Discussion and analysis of the board of directors on the operation of the company during the reporting period
In 2021, the global energy crisis triggered a mismatch between supply and demand, exacerbated global inflation, and the recurrence of the epidemic caused periodic instability and imbalance in the process of overall economic recovery. With an effective epidemic prevention and control mechanism and a complete industrial chain, China leads the global economic recovery and continues to maintain a stable and positive trend. Under the circumstances of wide fluctuations in product market prices and rising electricity and fuel prices, the company comprehensively promoted the work of "party construction guidance, fine management and striving for five excellence", focused on the main responsibility and main business, adhered to seeking progress while maintaining stability, epidemic prevention and control, safety and environmental protection, stability and safety, and achieved better performance in production and operation, creating a new situation in the 14th five year plan and entering a new journey of high-quality development. The main work is as follows:
(I) pay close attention to safety and environmental protection management and ensure safe production and operation
Thoroughly implement the concept of "safety first, environmental protection first", constantly improve the safety and environmental protection control system, compact the main responsibility, adhere to life first and employees first, achieve "zero suspicion and zero infection" in epidemic prevention and control, achieve compliance treatment of three wastes, and achieve "zero" liability accidents in safety and environmental protection. At the same time, the long-term mechanism of "one person, one post and one team" is implemented, and the management personnel are responsible for the team management, so as to steadily realize that "one person, one post and one team" takes root at the grass-roots level, and further consolidate the foundation of safety and environmental protection. (II) promote the main responsibility and main business, improve quality and efficiency, and stabilize high-quality production in an orderly and stable manner
Focusing on the goal of cost reduction and efficiency increase, the company adheres to problem-oriented and fine management. The four production bases fully achieve the output target and realize high-quality operation of production. The precipitated zinc achieved high and stable yield, and the output of precipitated zinc was 317300 tons in the whole year, a record high after the transfer; Stable output of high-quality products; The cumulative output of 114 batches of 99.997% zinc ingots was as high as 21% in December, the best achievement since it was put into operation; The comprehensive recovery rate has been steadily improved, and the recovery rate of silver flotation, zinc loss rate of various slag materials and system zinc recovery rate are all ahead of the same industry; Zhuzhou Smelter's new materials reached the production standard steadily, and the annual output was Shanghai Hajime Advanced Material Technology Co.Ltd(301000) tons. Through the special research on the high-value utilization of scum, the annual direct zinc yield increased by 1.47% year-on-year, and the zinc recovery rate exceeded the feasibility study target by 0.12%.
(III) adhere to the work tone of seeking progress while maintaining stability, operate steadily, create efficiency, improve and consolidate
Facing the complex and changeable market situation, with the impact of power restriction and sudden epidemic, the company adjusted its business strategy in time, made efforts to explore the market, and achieved an overall balance between production and marketing. The sales volume of hot-dip galvanizing and benefit alloy made a breakthrough. The annual sales volume of hot-dip galvanizing increased by 10.08% year-on-year, the sales volume of zinc ingot increased by 10.83% year-on-year, the sales volume of benefit alloy increased by 200% year-on-year, and the sales volume of cast zinc alloy increased by 28.40% year-on-year, reaching a record high; Strengthen inventory control, control the inventory of zinc products and products in process at a low level, and achieve the budget target. (IV) unswervingly promote fine management, and the enterprise management efficiency is accurate and efficient
In 2021, the company further promoted the fine management, formulated the fine management promotion plan, refined the management task list, and took a series of measures to promote the deepening and implementation of fine management. The cost refinement management has achieved remarkable results, comprehensively promoted the construction of the cost refinement management system, and achieved the feasibility study objectives and continued to lead the industry by improving the system zinc recovery rate, improving the silver flotation recovery rate, improving the system copper recovery rate, tackling key problems and optimizing coal coke consumption, tackling DC power consumption, and tackling the benefits of high lead mining. The quality management has achieved fruitful results. The quality management achievements have won one special prize, one first prize and two second prizes in China's nonferrous metals industry. The team with reliable industry quality has won one first prize and one excellence prize. It has participated in the 42nd achievement exchange meeting of quality management group in Hunan Province and won one best publication award, one first prize and two second prizes. Management innovation made a breakthrough. Two management achievements won the first and second prizes of management innovation achievements of Hunan Province, and the "green transformation and upgrading of large non-ferrous smelting enterprises taking the opportunity of relocation" won the national management innovation achievements, creating the best achievement in history.
(V) adhere to scientific and technological innovation driven development and strengthen the driving force of green engine
Promote the transformation of scientific and technological achievements, and make up for the company's shortcomings in terms of scientific research system and innovation. Remarkable achievements have been made in the training of scientific and technological talents, and an echelon of scientific research talents has been formed; Strengthen the incentive for the application of achievements, stimulate the enthusiasm of all staff for innovation, and make a breakthrough in the reform of science and technology management mechanism; Vigorously promote the industrialization of scientific research projects and scientific and technological achievements, and complete the promotion and application of more than 15000 tons of new products throughout the year; The scientific and technological innovation achievements were commended. The annual scientific and technological achievements won 14 awards such as the group and Nonferrous Metals Association, one reached the international leading level, one was selected into the recommended catalogue of scientific and technological innovation achievements of central enterprises, one industrial project with excellent comprehensive performance in Hunan Province, one technical index was selected as the "leader" of energy efficiency in zinc smelting industry, and 123 million yuan of scientific research funds were invested in the whole year to effectively promote the development of scientific and technological innovation.
2、 Work of the board of directors during the reporting period
In accordance with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other laws and regulations and the articles of association, the board of directors of the company shall strictly implement the resolutions of the general meeting of shareholders, perform the duties of the board of directors according to law, standardize the operation, be diligent and responsible, and promote the healthy and stable development of the company.
(I) convening of the board of directors
During the reporting period, the company held 8 meetings of the board of directors. In accordance with relevant laws and regulations and the articles of association, the company strictly followed the rules of procedure of the board of directors, the implementation rules of the special committee of the board of directors, the working system of independent directors and other relevant systems, performed corresponding deliberation procedures on major matters within its authority, and earnestly implemented various resolutions of the general meeting of shareholders. The board of directors has a strategy committee, an audit committee, a nomination committee and a remuneration and assessment committee. The composition of the board of directors and its special committees meets the requirements of the guiding opinions on the establishment of an independent director system in listed companies. Each special committee has its own responsibilities, which has effectively promoted the standardized operation and scientific decision-making of the board of directors. During the reporting period, the board of directors passed the risk disposal plan for connected transactions with Minmetals Finance Co., Ltd. and the proposal on Revising the working rules of the general manager, and appointed Mr. Tan Yizhong as the deputy general manager of the company.
(II) implementation of resolutions of the general meeting of shareholders by the board of directors
In 2021, the board of directors of the company prepared and held three general meetings of shareholders and considered and passed 20 proposals. The board of directors of the company performed its duties in strict accordance with the requirements of the articles of association and relevant laws and regulations, and earnestly implemented the resolutions adopted by the general meeting of shareholders. (III) performance of special committees under the board of directors during the reporting period
All special committees of the board of directors of the company can conscientiously, prudently, independently and effectively exercise their voting rights when deliberating various proposals, and carefully review various proposals in accordance with relevant laws, regulations and relevant systems of the company. The company held 4 audit committees, 3 remuneration and assessment committees and 2 nomination committees.
(IV) investor relations management and stakeholders
In 2021, the company strengthened multi-dimensional communication with investors, and communicated with investors, especially small and medium-sized investors, through telephone, e-interactive platform, receiving on-site investigation of investors, participating in investor online reception day activities and online performance briefing, so as to promote their understanding of the company. In addition, the company fully respects and protects the legitimate rights of creditor banks, employees, suppliers, vendors, communities and other stakeholders, and actively cooperates with them to jointly promote the sustainable, healthy and stable development of the company.
(V) corporate governance
In 2021, the company continuously improved the corporate governance structure and internal management system in strict accordance with the requirements of the company law, the securities law, the governance standards for listed companies, the Listing Rules of Shanghai Stock Exchange, the administrative measures for information disclosure of listed companies and other laws and regulations, combined with the actual situation of the company. The actual situation of corporate governance met the requirements of the normative documents of listed companies issued by the CSRC.
3、 Prospect of the company's future development
(I) industry pattern and trend
Zinc industry pattern: in the first half of 2021, the global epidemic situation tends to be stable, the epidemic situation in China is controllable, and the mineral production capacity gradually returns to the fundamentals; The global epidemic broke out again in the second half of the year, and the epidemic in China also spread at many points. The supply and demand relationship of zinc raw materials has become tense from a loose pattern. Subject to the mismatch between Chinese raw materials and smelting capacity, the import of foreign zinc concentrate is still an important supplementary source of supply. Due to the sharp rise in raw material prices caused by power rationing in China, it has a great impact on zinc processing fees. Zinc consumption benefits from the economic growth of developing countries and the demand for infrastructure investment in the United States, and is expected to maintain stable growth.
Trend of zinc industry: industrial centralization, equipment automation and control informatization of zinc smelting industry continue to become an important direction of industry development. With the implementation of the national "double carbon" and "two high" policies, more enterprises with high energy consumption and small-scale production capacity will speed up the liquidation, and new clean and energy-saving production technologies and environmental protection equipment will be further promoted and applied in zinc smelting industry, green, low-carbon Intelligence will become an important topic for the high-quality development of the industry. (II) development strategy of the company
According to the strategic positioning of the development of the 14th five year plan, the company will build the development pattern of "one core and two wings", the main metal mining industry led by zinc smelting and processing, the emerging industries assisted by new materials and high-performance alloys, and the diversified industrial layout of transformation and development based on environmental protection engineering and technical services, so as to promote the company to achieve the development goal of "China first and world-class".
1. Focus on the main responsibility and main business, strengthen, refine and expand the zinc smelting industry through Zhuzhou Smelter nonferrous zinc smelting base and Zhuzhou Smelter new material zinc alloy base, comply with the trend of "scale and centralization", optimize factor costs and further improve profitability and market competitiveness. In terms of purchase and sales business, we take "big research and development, big marketing and big service" as the concept, and implement technology guidance, quality guidance, cost guidance, market guidance and service guidance.
2. Focus on developing emerging industries, strengthen investment in scientific and technological innovation, build a research and development and industrialization platform for new materials and high-performance alloys, promote the development of environmental protection industry, cultivate the company's new profit growth pole, realize the diversification of the company's industries and products, the sustainability of benefit growth, and comprehensively improve the company's high-quality development ability.
(III) business plan
In 2022, guided by the thought of Xi Jinping socialism with Chinese characteristics in a new era, the company will thoroughly implement the spirit of the 19th National Congress of the Communist Party of China and all previous plenary sessions of the 19th National Congress of the Communist Party of China, accurately grasp the scientific judgment of the central Economic Work Conference on this year's economic situation, adhere to the general tone of seeking progress while maintaining stability, closely focus on the strategic positioning of the company's 14th five year plan, focus on the main responsibility and main business, and strengthen, refine and expand zinc smelting, Vigorously promote the industrialization of scientific research projects; Continuously promote the optimization of business management and financial management; Actively expand diversified industries, realize leapfrog development through the transformation of new materials and environmental protection, strengthen the implementation of contracts, and promote the high-quality development of the company in an all-round way. The main business objective is to produce and sell 677000 tons of zinc products and achieve an operating revenue of 16 billion yuan.
(IV) possible risks
1. Operational risk during post epidemic period
There is uncertainty in the development of the epidemic in foreign countries, and the epidemic prevention and control shows a normalization trend, resulting in the shock of the market. At present, the price of bulk commodities is at a high level, and there is a risk of high decline. The company will strengthen market analysis, improve the ability to predict market conditions, maintain low inventory and low exposure, prevent price fluctuation risks, and make full use of futures hedging function to effectively hedge market risks. Continuously strengthen the management and control of price risk, contract risk, capital risk and imported mine risk, do a good job in the effective connection with the business, do a good job in the risk management supporting measures of major contracts, strengthen the risk management of marketing business, continue to promote the advance of risk management, strengthen the pre event risk identification and in-process risk monitoring, ensure stable operation and prevent operational risks.
2. Safety and environmental protection risks
The company continues to produce at full capacity, increasing the pressure on safety and environmental protection. The company conducts special management on safety and environmental protection risks according to professional requirements, implements various safety and environmental protection and occupational health management systems through special supervision, continuously improves the construction of management system, and increases the strength and scope of hidden danger investigation and treatment in combination with the actual situation. The third party shall check the equipment and environmental protection facilities regularly, and strengthen the environmental protection control of the third party to ensure the normal operation of the equipment.
3. Financial derivative business risk
As a means of hedging market risks, financial derivatives business has played a positive role in stabilizing production and operation. However, financial derivatives business has leverage, complexity and risk. In order to effectively control risks, the company adheres to the principle of hedging, carries out hedging operations in compliance, prohibits futures speculation, strengthens the real-time monitoring and compliance inspection of positions, floating losses and spot goods, and strictly follows the reply of the superior company
