Work report of the board of directors in 2021
In 2021, the board of directors of the company, in accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange and other laws and regulations, the articles of association, the rules of procedure of the board of directors and other systems, in the attitude of being responsible to all shareholders and closely focusing on the development strategy of the company, scrupulously and diligently performed their obligations and exercised their powers, Earnestly implement the resolutions of the general meeting of shareholders, actively and effectively carry out the work of the board of directors, and promote the healthy and stable development of the company.
The report on the work of the board of directors in 2021 is as follows:
1、 Business development in 2021
In 2021, although the epidemic situation in China has been repeated, it is generally controllable and the economy has developed steadily. Since the completion of the acquisition of 51% equity of Sinochem and world style, the company has realized the annual consolidation of electronic component distribution business for the first time. The development of the company's chip R & D and design business is gradually on track, and will form a good synergy with the distribution business of electronic components. The overall operation of the company will maintain a stable development trend.
During the reporting period, the company adhered to the business goal of "stabilizing business, promoting listing and promoting group", and all directors made concerted efforts to actively promote the steady implementation of various work. After meeting the conditions for resumption of listing, the company immediately applied to the exchange for resumption of listing, and implemented the relevant inquiry questions of the exchange item by item. In order to further improve the profitability of the company, the company actively promoted the major asset restructuring of issuing shares to purchase the remaining 49% equity of huaxinke and world style during the reporting period. If this major asset restructuring is completed, the company's electronic component distribution business will further fully integrate with the chip R & D and design business, realize complementary and parallel development, and consolidate the company's vertical integration layout of the industrial chain.
During the reporting period, the company continued to follow up the progress of major litigation, timely participated in relevant litigation sessions, and made every effort to collect all powerful evidence to strive for the legitimate interests of the company. The two major guarantee litigation cases of the company have achieved the first instance judgment in the reporting period, the relevant judgment results fully meet the company's expectations, and the compensation risk of the company's major litigation has been further reduced; During the reporting period, the company followed up and coordinated the investigation of Jingzhou public security on the company, and contributed to the conclusion of the review of relevant filed matters; In addition, the company has continuously strengthened internal compliance management, promoted business process optimization and management efficiency, and significantly improved the level of corporate governance.
During the reporting period, the company achieved an operating revenue of 2890.0279 million yuan, an increase of 312.88% over the same period of last year; The net profit attributable to the listed company decreased by 3.2377 million yuan over the same period last year.
(I) development of main business
1. Development of chip design business
During the reporting period, the company actively promoted the chip production according to the needs of customers. At the same time, we actively explore new customers and solve the iteration problem of the original inventory products through the optimization of the software system. The company actively grasps the market opportunity and focuses on the development of a new generation of chips to meet the specification requirements of the external mainstream product market. Relying on its own technology accumulation in the field of SOC chip of intelligent image processing terminal, the company continues to increase R & D investment, continuously improve innovation ability, and gradually expand the layout of the company in a number of application fields in the consumer market of SOC chip of intelligent image processing terminal. During the reporting period, based on the business philosophy of R & D innovation as the cornerstone of development, the company vigorously promoted the company's independent R & D efforts, focused on improving the proportion of independent R & D in the company's products, and fully integrated into the national chip localization process. In 2021, the company's R & D expenses were 19.3484 million yuan, an increase of 310.12% over the same period last year. During the reporting period, Shanghai Yingfang micro added several patent applications. So far, Shanghai Yingfang micro has obtained nearly 20 Chinese patent authorizations.
2. Development of electronic components distribution business
Shenzhen huaxinke and world style have the agency rights of a number of well-known electronic component brands. The product categories of agents include fingerprint chip, RF chip, power chip, passive component, comprehensive component, etc., serving high-quality customers including Xiaomi, Wentai, Qiu Ti and so on.
During the reporting period, Shenzhen huaxinke and world style actively negotiated and introduced new high-quality product lines while continuing to focus on the existing market and customer service. At present, the company has added the product agency rights of shower and smartsens, and the endogenous development momentum of the company's distribution business continues to increase. During the reporting period, huaxinke and world style implemented quality control from the aspects of procurement and inventory. The products they represented were inspected and certified by relevant international standards. The products were strictly controlled and packaged by the original manufacturer, ensuring the quality, safety and environmental protection requirements of the products they represented.
(II) resume listing and enter the verification stage
During the reporting period, the company submitted the application for resumption of listing in time and was accepted by Shenzhen Stock Exchange; Actively organize all parties to clarify their doubts and regulatory inquiries, actively connect with the follow-up verification procedures of the regulatory authorities for the company's resumption of listing, effectively implement relevant issues, and promote the planning and steady implementation of the work related to the resumption of listing in advance. At present, the company is in the on-site verification period of resumption of listing. The company will actively cooperate with the verification work of the regulatory authority and strive to resume listing as soon as possible.
(III) material declaration for major reorganization
In order to further improve the profitability of listed companies, deepen the integration with huaxinke and world style, and give full play to the synergy of chip business and electronic component distribution business in the upstream and downstream of the industrial chain, the company planned to implement the major asset restructuring of issuing shares, purchasing the remaining 49% equity of huaxinke and world style and raising supporting funds simultaneously during the reporting period. The company held the board of directors, the board of supervisors and the general meeting of shareholders respectively to consider and pass the proposal on the report on Infotmic Co.Ltd(000670) issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) and its summary. On January 4, 2022, the company received the notice of supplement and correction of administrative license application of CSRC (No. 213605, hereinafter referred to as the notice of supplement and correction) issued by CSRC. The company will actively prepare and submit the materials of supplement and correction in accordance with the requirements of the notice of supplement and correction.
(IV) corporate governance has been effectively improved
During the reporting period, the company continued to strengthen various management work, continue to promote the further integration of chip R & D and distribution business, and promote the continuous open source of business. At the same time, the company actively combs and optimizes the business processes from R & D, procurement, operation, finance, sales and other links, promotes the scientific allocation of resources and improves the overall operation efficiency of the company. During the reporting period, the company made an overall plan for the capital budget, strictly implemented the capital use plan and improved the efficiency of capital use; Continue to promote and improve the construction of internal control, optimize various management systems, improve the governance level of the company, and promote the healthy and stable development of the company.
(V) positive results have been achieved in talent construction
Professional talents are the cornerstone of the development and growth of integrated circuit design enterprises.
During the reporting period, the company focused on increasing R & D investment and improving R & D system, and has formed a relatively stable R & D echelon. The structure of the core management team is stable, the echelon level is reasonable, and the knowledge structure is complementary. The company also actively publicizes and implements to enhance employees' sense of identity and belonging to the company's corporate culture and improve employees' work enthusiasm.
2、 Performance of the board of directors
During the reporting period, the board of directors of the company earnestly performed various duties and carried out work diligently.
(I) convening of the board meeting
During the reporting period, the board of directors of the company held 7 meetings and considered 64 proposals, including the company's periodic report, changes in accounting policies, self-assessment of internal control, appointment of accounting firms, remuneration of directors and senior executives, related party transactions, provision of guarantees, major asset restructuring, major investment, application for resumption of listing and other major issues The convening procedures were in line with the relevant provisions of laws, regulations and the articles of association. The directors attending the meeting fully discussed and expressed their opinions on the proposal. All connected transactions were approved by independent directors in advance. When considering connected transactions, the connected directors avoided voting according to the provisions. All directors are diligent and conscientious in performing their duties, which fully reflects the strategic guidance and scientific decision-making role of the board of directors.
(II) performance of each special committee of the board of directors
The board of directors of the company has four special committees: Strategy Committee, nomination committee, audit committee and salary and assessment committee. Each special committee carries out its work within the scope authorized by the board of directors in accordance with the relevant working rules and provides advice and suggestions for the decision-making of the board of directors.
The strategy committee listened to the operation report and strategic planning statement of the chairman and general manager, listened to the relevant reports on the company's major asset restructuring and application for resumption of listing, and deliberated on the company's major foreign investment; The audit committee held 9 meetings in 2020, which mainly reviewed and commented on the regular reports, appointment of accounting firms, related party transactions, internal control, major asset restructuring and other matters. At the same time, the members of the audit committee maintained close communication with the annual audit accountants and urged the annual audit work to be completed on time to issue the audit report; The remuneration and assessment committee shall assess the annual performance of the directors and senior managers of the company, and confirm the remuneration payment according to the work performance.
(III) performance of independent directors
The independent directors of the company strictly abide by relevant laws and regulations, the articles of association, the working system of independent directors and other relevant provisions, conscientiously and diligently perform the duties of independent directors, actively participate in the decision-making of major matters of the company, give full play to their professional advantages and independent role, and take charge of the occupation of funds and external guarantees of the company's related parties during the reporting period Expressed objective, impartial and independent opinions on major issues such as related party transactions, internal control reports, profit distribution, appointment of accounting firms, major asset restructuring, application for resumption of listing, and provision for asset impairment; The company conducted prior review on the appointment of accounting firms, related party transactions, major asset restructuring and other matters, issued prior approval opinions, and effectively safeguarded the overall interests of the company and the legitimate rights and interests of minority shareholders.
(IV) convening of shareholders' meeting and implementation of resolutions of shareholders' meeting by the board of directors
In strict accordance with the authorization of the general meeting of shareholders, the board of directors of the company carefully implemented the resolutions deliberated and adopted by the general meeting of shareholders. During the reporting period, the company held two general meetings of shareholders, and the deliberations of the meeting are as follows:
Meeting time of the session to review proposals
1. Work report of the board of directors in 2020
February 2020, work report of the board of supervisors of the company in 2020
June 3, 2021, financial statement of the company in 2020
4. Full text and summary of the company's 2020 Annual Report
5. 2020 profit distribution plan of the company
6. Proposal on reappointment of audit institutions in 2021
7. Proposal on applying for comprehensive credit line from relevant institutions
8. Proposal on the estimation of guarantee amount for holding subsidiaries
9. Proposal on the company's outstanding losses reaching one third of the total paid in share capital
10. Proposal on capital increase to wholly-owned subsidiaries by means of debt to equity conversion
1. The proposal on the explanation of relevant matters in the notice of convening the general meeting of shareholders was not issued within 6 months after the announcement of the resolution of the first board of directors of the company's major asset reorganization
2. Proposal on the compliance of this major asset restructuring with relevant laws and regulations
3. Proposal on the plan of issuing shares to purchase assets and raising supporting funds and related party transactions (after adjustment)
3.01 overview of the transaction scheme
3.02 counterparty
3.03 subject assets
3.04 pricing basis and transaction price of underlying assets
3.05 type and par value of shares issued
3.06 issuance method and object
3.07 pricing base date, pricing basis and issue price of issued shares
3.08 issue quantity
3.09 lock up period arrangement
3.10 place of listing
3.11 profit commitment and profit compensation
3.12. Profit and loss arrangement during the period
3.13 arrangement of accumulated undistributed profits
Article 3.14 of 2021: contractual obligations and liabilities for breach of contract for ownership transfer of relevant assets
A temporary decision to issue shares to purchase assets on December 3.15, 2021
